If your deal combines businesses with more than AED 300 million of annual sales in the relevant UAE market, or gives the parties more than 40% of that market, you must notify the Ministry of Economy and Tourism at least 90 days before completing it. Those thresholds come from Cabinet Resolution No. 3 of 2025, issued under Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition.

Two features make this regime unusually sharp. The Ministry’s silence counts as a rejection, not an approval. And the fine for closing without clearance is calculated as a percentage of turnover, from 2% up to 10%, rather than as a capped sum. This guide sets out the thresholds and what “relevant market” means, the review timetable and the standstill obligation, the conduct rules on cartels and dominance that apply whether or not you are doing a deal, the exclusions, and the penalties.

Merger Control: The Two Thresholds

Article 12(1) of the decree-law requires the parties to an economic concentration to file with the Ministry at least 90 days before completion where either Cabinet threshold is met. Cabinet Resolution No. 3 of 2025 sets them at AED 300,000,000 of combined annual sales in the relevant market in the UAE during the last fiscal year, or a combined share exceeding 40% of total transactions in that market.

Test Threshold
Turnover test Combined annual sales of the undertakings in the relevant market within the UAE, in the last fiscal year, exceed AED 300,000,000
Market share test Combined share exceeds 40% of total transactions in the relevant market within the UAE in the last fiscal year
Dominant position (separate concept) An undertaking’s share, alone or with others, exceeds 40% of total transactions in the relevant market

The thresholds are alternatives, not cumulative: meeting either one triggers the filing obligation. Cabinet Resolution 3 of 2025 also repealed the previous Cabinet Resolution No. 13 of 2016 that operated under the old competition law, so any threshold figure carried over from the pre-2023 regime is out of date.

Why “relevant market” does most of the work

Both thresholds are measured against the relevant market, not against the parties’ total UAE business. That makes market definition the decisive analytical step, and it cuts both ways. A group with large overall UAE revenues may fall below AED 300 million once the figure is confined to the specific product and geographic market at issue. Equally, a modest business can breach the 40% share test in a narrowly defined niche while looking insignificant at group level.

The 40% figure appears twice and means different things. In Article 2 of the Cabinet Resolution it establishes a dominant position for the purposes of the abuse rules in Article 6 of the decree-law. In Article 3 it is a notification threshold for deals. A business above 40% is therefore simultaneously subject to the abuse-of-dominance regime and likely to need clearance for any acquisition in that market.

The Review Timetable and the Standstill

Article 13(2) gives the Minister or an authorized representative 90 days to decide, extendable by a further 45 days, running from receipt of a complete application meeting the required conditions. During that period the parties must not perform any acts or procedures to complete the transaction. And failure to issue a decision is deemed a rejection of the economic concentration.

Read those three elements together, because their combination is more demanding than it first appears:

  • The clock starts on completeness, not on filing. An application that is missing documents does not start the 90 days.
  • The clock stops. Article 14 interrupts the time limits when the Ministry requests additional information from the parties, when it seeks a technical opinion, or when a stakeholder files an appeal. Time restarts when the requested data is received. Real elapsed time can therefore exceed 135 days comfortably.
  • Silence is refusal. In most merger regimes an expired review period means deemed approval. Here it means the opposite, so a party that waits out the clock and closes has closed on a rejected transaction.

Add the 90-day pre-notification requirement in Article 12(1) to a 90-day review that can extend to 135 days and stop for information requests, and UAE merger clearance is a timetable item to be built into the transaction from the outset, not a condition to be bolted on at signing.

Remedies and third parties

Article 13(3) lets the parties offer, on their own initiative, undertakings to eliminate the harmful effect on competition, either when filing or within 30 days of receipt of the complete application. That is a short window in which to design remedies, which argues for identifying the problem areas before filing rather than after the first Ministry query.

The process is also open to outsiders. Under Article 13(4) the Ministry may publish the basic information about a concentration on its website and invite stakeholder views. Article 13(5) lets any stakeholder submit data or documents, and Article 13(6) lets any stakeholder file an appeal with the Ministry about a concentration under examination. Competitors and customers have a route in, and using it stops the clock under Article 14.

Article 15(1) gives the Minister four possible outcomes: approve; approve subject to conditions and obligations the parties pledge or the Minister determines; reject; or declare that the Article 12 conditions do not apply to the transaction at all. That last option is the formal way to close out a borderline case.

The Conduct Rules That Apply Without Any Deal

Merger control is the visible part of the regime, but Articles 5 to 8 bind every business in the UAE regardless of whether it is buying anything.

Restrictive agreements

Article 5(1) prohibits agreements between undertakings whose subject, purpose or impact is to distort, lessen, prevent or restrict competition and which lead to fixing selling or purchasing prices contrary to the market price, determining conditions of sale or purchase, collusive tendering or bidding in auctions and tenders, freezing or limiting production or distribution, collective refusal to deal with a specific undertaking, or restricting the free flow of goods and services including unlawful concealment or storage of goods to fabricate scarcity and trade at an unreal price.

Article 5(2) separately prohibits agreements that share markets or segment customers by geography, distribution centre, customer type, season or any other basis, and agreements that obstruct entry to the market or exclude undertakings from it. Note its opening words: it applies subject to the commercial agencies law, which is the statutory acknowledgement that exclusive territorial distribution operates under its own regime, covered in our guide to the UAE commercial agency law.

The collusive tendering limb deserves attention from anyone bidding for work in the UAE. Coordinating bids, cover pricing, or agreeing who will win which tender falls squarely inside Article 5(1)(c).

Abuse of a dominant position

Article 6 prohibits an undertaking holding a dominant position, alone or with others, from conduct whose object or effect is to distort, lessen, restrict or prevent competition. The listed examples include imposing resale prices or conditions; selling below actual cost to hinder entry, exclude competitors or inflict losses on them; unjustified discrimination between customers on identical contracts; obliging a customer not to deal with a competitor; refusing to transact on usual commercial terms without objective reason; tying supplementary obligations unconnected with the original transaction; intentionally publishing incorrect information about products or prices; and creating artificial scarcity or abundance by reducing or increasing supply.

The most modern item on the list is the last: Article 6(1)(k) prohibits an undertaking from unjustifiably preventing or obstructing others from accessing its private networks, facilities, or any physical or digital infrastructure it owns or exploits, where that is the only, basic and economically feasible solution for carrying on the activity or entering the market. That is an essential-facilities rule written to reach platforms and digital infrastructure, and it has no equivalent in the repealed 2012 law.

Abuse of economic dependence

Article 7 prohibits conduct amounting to abuse of economic dependence, where a customer has no alternative solutions for marketing or supply. This catches conduct that would not qualify as dominance in the classic market-share sense, and it is particularly relevant to suppliers dealing with a small number of large buyers, or franchisees and distributors locked into a single principal.

Who Is Outside the Regime

Article 4 excludes three categories from the decree-law:

  • Agreements, practices or conduct relating to a specific good or service where another law charges a Sectoral Regulatory Agency with developing the competition rules for it, unless that agency asks the Ministry in writing to take the matter on and the Ministry agrees. Regulated sectors therefore sit with their own regulators by default.
  • Undertakings owned by the Federal Government, as determined by Cabinet resolution.
  • Undertakings owned by an emirate’s government which carry out their activities in that emirate, as determined by a resolution of the local government.

Article 11 adds a separate exemption route rather than an exclusion. Categories of contracts and related economic activities necessary for promoting economic development, improving performance and competitiveness, developing production or distribution systems, or bringing benefits to the consumer may be exempted from Articles 5, 6, 7 and 8 by ministerial resolution, provided they do not completely eliminate competition in the relevant market or a significant part of it.

Penalties

The headline exposure is turnover-based. Article 24 punishes breach of the conduct rules with a fine of not less than AED 100,000 and not more than 10% of the violating undertaking’s annual total sales in the UAE in the last fiscal year. Article 25 punishes failure to notify a qualifying concentration with a fine of 2% to 10% of the annual sales or revenue of the goods or services concerned.

Breach Fine
Restrictive agreements, abuse of dominance, abuse of economic dependence (Arts. 5 to 8) AED 100,000 minimum, up to 10% of annual total UAE sales. Where sales cannot be computed: AED 500,000 to AED 5,000,000
Failing to notify a qualifying economic concentration (Art. 12) 2% to 10% of the annual sales or service revenue concerned. Where it cannot be computed: AED 500,000 to AED 5,000,000
Completing a transaction during the review period (Art. 13(2)) AED 50,000 to AED 500,000
Obstructing officials, withholding information, or providing or destroying misleading data AED 50,000 to AED 500,000

Article 29 adds that on conviction the court may order closure of the undertaking for three to six months, and may order the judgment published once or twice in at least two local daily newspapers at the violator’s expense. Article 23 leaves a separate schedule of administrative penalties to a Cabinet resolution.

Two procedural points shape how cases actually arise. Under Article 33(1), with one exception, a criminal action may not be instituted except at the written request of the Minister or an authorized representative, which puts the Ministry in control of escalation. And Article 30(2) preserves the right of an injured party to go to court for damages caused by a breach, so a competitor or customer harmed by cartel conduct has a private claim independent of any regulatory action. Article 31 requires competition actions to be heard summarily and lets the court order a stay or suspension of the conduct pending final judgment. Article 32 lets any stakeholder file a complaint with the Ministry.

What This Means in Practice

  • Test the thresholds on the relevant market, early. A deal team that assumes group revenue is the measure will either over-file or, more dangerously, miss a filing in a narrow market.
  • Build 90 days plus 90 days into the timetable. With the pre-notification period, the review period, the 45-day extension and Article 14’s clock stops, UAE clearance is a months-long workstream.
  • Never treat silence as approval. This is the single most expensive misconception available in this regime.
  • Prepare remedies before filing. The Article 13(3) window for voluntary undertakings is 30 days from receipt of a complete application.
  • Audit distribution and tender practices separately. The conduct rules bite without any transaction, and collusive tendering and market sharing are express prohibitions. Where you sell through an exclusive distributor, read Article 5(2) alongside the commercial agency regime.
  • Above 40%, assume you are dominant. The Cabinet Resolution establishes it by share, so the Article 6 list of prohibited conduct becomes a live compliance checklist, including the below-cost pricing and essential-infrastructure limbs.

Competition compliance sits alongside the other regulatory perimeters a UAE business already manages, including anti-money laundering obligations and data protection. Where a transaction involves buying into an existing company, the corporate mechanics and minority protections are covered in our guides to share transfers and shareholder rights.

Frequently Asked Questions

When do I need merger clearance in the UAE?

Where an economic concentration meets either threshold in Cabinet Resolution No. 3 of 2025: combined annual sales of the undertakings in the relevant market within the UAE exceeding AED 300,000,000 in the last fiscal year, or a combined share exceeding 40% of total transactions in that market. The thresholds are alternatives. Article 12(1) of Federal Decree-Law No. 36 of 2023 requires the application to be filed with the Ministry of Economy and Tourism at least 90 days before completing the transaction.

What is the merger control threshold in the UAE?

AED 300,000,000 of combined annual sales in the relevant market within the UAE during the last fiscal year, or a combined market share above 40% of total transactions in that market. Both are measured against the relevant market rather than the parties’ total UAE business, which makes market definition the decisive step. Cabinet Resolution No. 3 of 2025 repealed the earlier Cabinet Resolution No. 13 of 2016, so pre-2023 figures no longer apply.

How long does UAE merger review take?

Article 13(2) gives the Minister or an authorized representative 90 days from receipt of a complete application, extendable by a further 45 days. Article 14 interrupts those time limits when the Ministry requests additional information, seeks a technical opinion, or a stakeholder appeals, with the clock restarting when the requested data is received. Combined with the 90-day pre-notification requirement, clearance is a months-long workstream.

What happens if the UAE Ministry does not decide on my merger filing?

It is treated as a refusal. Article 13(2) states that failure to issue a decision within the review period is deemed a rejection of the economic concentration. This reverses the deemed-approval position familiar from other jurisdictions, so waiting out the clock and closing means closing on a transaction that has been rejected.

What is the penalty for closing a deal without UAE clearance?

Article 25 sets a fine of not less than 2% and not more than 10% of the annual total sales of the goods or service revenue that is the subject of the violation, realized by the violating undertaking in the UAE during the last ending fiscal year. Where that figure cannot be computed, the fine is AED 500,000 to AED 5,000,000. Completing the transaction during the review period is separately punishable under Article 26 with a fine of AED 50,000 to AED 500,000.

What counts as a dominant position in the UAE?

Article 2 of Cabinet Resolution No. 3 of 2025 establishes a dominant position where an undertaking’s share, individually or in partnership with others, exceeds 40% of total transactions in the relevant market. Article 6(2)(b) of the decree-law adds a second route, based on the ability to influence in a way that would harm the relevant market as indicated in the Executive Regulations. Dominance is not itself unlawful; abusing it is.

What conduct counts as abuse of dominance in the UAE?

Article 6(1) lists examples including imposing resale prices or conditions, selling below actual cost to hinder or exclude competitors, unjustified discrimination between customers on identical contracts, obliging a customer not to deal with a competitor, refusing to transact on usual commercial terms without objective reason, tying unconnected supplementary obligations, intentionally publishing incorrect information about products or prices, creating artificial scarcity or abundance, and unjustifiably obstructing access to physical or digital infrastructure that is the only economically feasible route into the market.

Are government-owned companies covered by UAE competition law?

Not necessarily. Article 4 excludes undertakings owned by the Federal Government as determined by Cabinet resolution, and undertakings owned by an emirate’s government which carry out their activities in that emirate as determined by a resolution of the local government. It also excludes matters where another law charges a Sectoral Regulatory Agency with developing the competition rules, unless that agency asks the Ministry in writing to take it on and the Ministry agrees.

Can a competitor object to a merger in the UAE?

Yes. Article 13(4) lets the Ministry publish basic information about a concentration and request stakeholder opinions, Article 13(5) lets any stakeholder provide data or documents, and Article 13(6) gives every stakeholder the right to file an appeal with the Ministry about a concentration under examination. Under Article 14, a stakeholder appeal interrupts the review time limits. Article 32 separately lets any stakeholder complain to the Ministry about any violation.

Can I sue for damages caused by anti-competitive conduct in the UAE?

Yes. Article 30(2) provides that imposing the penalties in the decree-law does not prejudice the right of the injured party to have recourse to the court to claim damages arising from a violation. Article 31 requires competition-related actions to be heard summarily and allows the competent court to order a stay or suspension of the conduct until final judgment is delivered.

Official Sources

Information is current as of August 2026. Every article number, threshold, deadline and penalty above was read from the official English texts of Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition, which was issued on 28 September 2023, and Cabinet Resolution No. 3 of 2025 on the ratios related to its implementation. Four limitations are stated rather than smoothed over. The Executive Regulations of the decree-law govern a substantial amount of operative detail that the statute delegates to them, including the controls for submitting a concentration application, the documents required, the examination mechanisms, the time limits for stakeholder submissions and appeals, and the second route to establishing dominance through ability to influence; their consolidated text was not retrieved for this guide, so those points are given as the decree-law and the Cabinet Resolution express them. Article 23 leaves a separate schedule of administrative penalties to a Cabinet resolution, so only the statutory fines are quoted here. No filing fee is stated, because none appears in the decree-law or the Cabinet Resolution. And market definition, which decides whether either threshold is met, is a factual and economic question that cannot be resolved from the legislation; take advice before concluding that a transaction falls outside the regime. The Arabic text of UAE legislation prevails in case of any conflict with an English translation. This is general information, not legal advice.