UAE M&A in 2026: When Competition Clearance Can Change the Deal Timeline

Merger control should be tested before parties lock in price, timing and completion.

A transaction can be commercially agreed and still face a regulatory issue that changes when, or whether, it can close. In UAE mergers and acquisitions, competition clearance should be considered early where the parties have substantial sales or market positions in the country.

Federal Decree-Law No. 36 of 2023 regulates competition in the UAE. The current merger-control framework also includes Cabinet Resolution No. 3 of 2025, which sets notification thresholds, and Cabinet Resolution No. 59 of 2026, which contains the Executive Regulations and has been in force since 30 July 2026.

For buyers, sellers and advisers, this means competition analysis should form part of transaction planning rather than being left until the acquisition documents are close to completion.

Start With Whether the Deal Creates an Economic Concentration

The Competition Law defines an economic concentration broadly. It includes transactions resulting in a full or partial transfer, through merger or acquisition, of ownership or usufruct rights in property, rights, equity, shares or obligations where this gives an undertaking, or group of undertakings, direct or indirect control over another undertaking or group.

The analysis therefore needs to look at control and the substance of the transaction rather than simply whether the deal is described as an acquisition, investment or restructuring.

The law also reaches beyond transactions between UAE-headquartered businesses. It applies to economic activities conducted outside the UAE where those activities affect competition within the State. A law firm advising on an international acquisition should therefore establish the UAE competition position even where both parties are based overseas.

The Thresholds Depend on the Relevant UAE Market

Cabinet Resolution No. 3 of 2025 establishes two alternative notification thresholds for economic concentrations falling within Article 12 of the Competition Law.

A filing may be required where the total annual sales of the relevant undertakings in the relevant market within the UAE during the previous fiscal year exceed AED 300 million. Alternatively, the threshold can be met where the undertakings’ combined share exceeds 40 per cent of total transactions in that relevant UAE market during the previous fiscal year.

Either test can matter. A transaction should not be treated as outside the filing regime simply because the AED 300 million sales threshold is not met if the market-share threshold may still apply.

Relevant-market analysis is therefore central to the process. The Ministry of Economy and Tourism issued Guidelines on Relevant Market Definition in July 2026, providing further guidance on identifying product and geographic markets. International law firms coordinating transactions across several countries still need UAE-specific analysis because market definitions and notification tests cannot simply be imported from another jurisdiction.

Clearance Can Change the Completion Timetable

Where Article 12 requires notification, the application must be submitted at least 90 days before completion of the economic concentration.

Under Article 13, the statutory decision period is 90 days from receipt of a complete application satisfying the required conditions. That period may be extended by a further 45 days. During the review period, the parties must not complete the economic concentration or take steps to implement it in breach of the standstill requirement.

The practical timetable can also become longer. Article 14 allows the review period to be interrupted in specified circumstances, including requests for additional information, certain requests for technical opinions or information, and objections submitted by stakeholders. The clock resumes once the required information is provided or the reason for the interruption ends.

This matters when drafting conditions precedent, long-stop dates and regulatory cooperation clauses. A global law firm coordinating a multi-jurisdictional acquisition may be dealing with several clearance processes at once, making the UAE review period an important part of the overall closing plan.

Regulatory Review Goes Beyond Revenue

The filing process is not limited to confirming sales figures. The Ministry considers the effect of the economic concentration on competition in the relevant market.

The Competition Law allows an economic concentration to be approved, approved subject to conditions and obligations, or rejected. The 2026 Executive Regulations also provide more detailed procedures for submitting and examining applications.

Transaction preparation should therefore consider the target’s principal markets, major competitors, customers, distribution arrangements and other information relevant to the competitive position of the parties. Depending on the industry, separate sector-specific regulatory requirements may also need to be considered.

This is why the work undertaken by top law firms on significant acquisitions usually extends beyond negotiating the share purchase agreement. Regulatory issues need to be identified while there is still time to adjust the transaction structure and timetable.

Failure to Notify Can Carry Significant Penalties

Competition compliance should not be treated simply as a closing-date issue.

Article 25 provides that a breach of Article 12 can result in a fine of between 2 per cent and 10 per cent of the violating undertaking’s annual total sales of goods or service revenue that is the subject of the violation in the UAE during the previous fiscal year.

Where that annual sales or revenue figure cannot be calculated, the law provides for a fine ranging from AED 500,000 to AED 5 million.

The risk therefore extends beyond a delayed transaction. Buyers and sellers should assess the filing position before signing or, at the latest, before the completion structure becomes difficult to change.

Conclusion: Build the Regulatory Plan Before the Deal Is Locked

M&A documents can allocate regulatory risk between the parties, but they cannot remove a filing requirement imposed by law.

Early competition analysis allows the parties to determine whether the transaction creates an economic concentration, identify the relevant market, test the notification thresholds and prepare the information needed for any filing.

It also allows the acquisition agreement to reflect a realistic timetable rather than relying on a completion date that may become impossible once regulatory review begins.

Kaden Boriss advises businesses on corporate transactions, cross-border structuring and regulatory coordination connected with acquisitions. For companies working across several markets, early UAE merger-control analysis can keep the regulatory timetable aligned with the commercial deal.

When planning a UAE acquisition or cross-border transaction consult with Kaden Boriss about transaction structure, competition requirements and the legal work that should be addressed before signing or completion.

FAQs

1. Does every UAE acquisition require competition approval?

No. The transaction must first constitute an economic concentration within the UAE competition framework. The notification thresholds and other applicable requirements must then be tested. A transaction may still require analysis even where its value appears relatively small because the market-share threshold is separate from the sales threshold.

2. What are the current UAE economic concentration thresholds?

The current thresholds are annual sales exceeding AED 300 million in the relevant UAE market during the previous fiscal year, or a combined share exceeding 40 per cent of total transactions in that relevant UAE market during the same period. Either threshold may trigger the notification requirement.

3. Must competition clearance be obtained before an acquisition closes?

Yes, where notification is required. The application must be submitted at least 90 days before completion, and the parties must observe the standstill requirement while the transaction is under review.

4. Can an acquisition between foreign companies fall under UAE competition law?

Yes. The Competition Law applies to economic activities conducted outside the UAE where they affect competition within the UAE. Foreign parties should therefore assess the UAE position where their transaction has a relevant effect in the country.

5. Can an economic concentration be approved subject to conditions?

Yes. The UAE competition framework allows an economic concentration to be approved subject to conditions and obligations, as well as approved without conditions or rejected.

6. When should merger-control analysis begin in an M&A transaction?

Merger-control analysis should begin early, ideally before the parties finalise signing and completion mechanics. This provides time to identify any filing requirement, prepare market information and ensure conditions precedent and long-stop dates reflect the regulatory timetable.