May 2026
In April, the United Arab Emirates (UAE) Federal Cabinet introduced Cabinet Decision 59 of 2026 On the Implementing Regulation of Federal Decree-Law 36 of 2023 Regulating Competition (the 2026 Decision).
Current position
Until the 2026 Decision enters into force on 20 July 2026, the current merger control framework contained in UAE Federal Cabinet Decision 37 of 2014 continues to apply.
Parties contemplating transactions that may constitute an economic concentration should therefore continue to assess notification requirements under the currently applicable framework during this interim period.
Helpfully, the 2026 Decision contains guidance on important procedural aspects of the merger control review process implemented by the Ministry of Economy (the Ministry). These procedural clarifications are discussed further below.
Stages of review
The Ministry’s review process consists of two stages.
Stage 1 – Formal review
During this stage, the Ministry assesses whether the notification is complete and whether all required documents and information have been provided.
Where deficiencies or missing information are identified, the Ministry may request the notifying parties to provide additional information or documentation.
Stage 2 – Substantive review
Once the filing is formally accepted, the substantive review period commences.
The standard review period is 90 days, which may be extended by an additional 45 days where necessary. The Ministry has also indicated that an expedited review process may be available in cases where the transaction does not raise competition concerns and the filing is complete.
The Ministry may hold meetings with the parties during the substantive review stage in order to clarify particular aspects of the transaction or relevant market dynamics.
Required documents
The notification must be accompanied by various supporting documents, including:
➢ constitutional documents of the relevant parties, duly certified;
➢ draft transaction agreement or relevant transaction documents;
➢ audited financial statements for the last two financial years of the relevant parties and their branches, duly certified;
➢ details of the shareholders or partners of each relevant entity and their ownership interests; and
➢ a report addressing the economic aspects of the transaction, including its anticipated positive effects on the relevant market and any proposed measures intended to mitigate potential adverse competitive effects.
The Ministry has further indicated that submissions marked as “confidential” will be treated confidentially, provided that non-confidential summaries are also submitted.
When is a notification required?
Entities involved in mergers, acquisitions, or other forms of economic concentration (i.e. any transaction resulting in the full or partial transfer of ownership or usufruct rights in assets, rights, stocks, shares, or obligations, granting an establishment or group of establishments direct or indirect control over another) will be required to file an application with the Ministry if either of the following thresholds is met:
1. Turnover threshold: this threshold was originally included as a trigger for the requirement to make a merger clearance filing pursuant to the introduction of the new Federal Competition Law in late 2023 however, the turnover amount was not at that time clarified. The Cabinet Decision 3 of 2025 on the Ratios Related to the Implementation of Federal Decree Law 36 of 2023 Regulating Competition provides that the total annual sales of the relevant entities in the “relevant market” within the UAE must exceed AED 300 million (approx. USD 81.7 million and EUR 79.2 million) during the previous fiscal year; or
2. Market share threshold: the total market share of the relevant entities exceeds 40% of total sales in the “relevant market” within the UAE during the previous fiscal year.
The Ministry’s new notification and review process is expected to become operational during the second half of July 2026, following the entry into force of the 2026 Decision. ■
