UAE Merger Control 2026: New Rules From 30 July

11 June 2026 — Insight Advisory — insightadvisory.ae

From around 30 July 2026, mergers and acquisitions in the UAE that cross new size thresholds must be cleared by the Ministry of Economy before they can close. The change comes through Cabinet Decision No. 59 of 2026, the long-awaited Executive Regulation of the competition law, and it puts real teeth into UAE merger control 2026. This briefing sets out the thresholds, the mandatory filing process, and what dealmakers should do now.

Background

The UAE’s competition framework was overhauled by Federal Decree-Law No. 36 of 2023 on the Regulation of Competition, which replaced the older 2012 statute. The law introduced a modern merger-control regime, but it needed implementing rules to become fully operational. Those rules arrived with Cabinet Decision No. 59 of 2026, published on 20 April 2026 and entering into force three months later, around 30 July 2026.

From that date, the Ministry of Economy’s notification and review process becomes live, and parties to qualifying deals can no longer treat competition clearance as an afterthought.

What changes under UAE merger control 2026

The headline is that merger control is now both mandatory and suspensory. If a transaction meets the thresholds, the parties must notify the Ministry of Economy and cannot complete the deal until clearance is granted. The Executive Regulation adds structure that was previously missing: defined review timelines, a formal role for third parties, and clearer investigative powers for the Ministry.

The new filing thresholds

A filing is required if either of two thresholds is met in the previous fiscal year. The first is a turnover test: the combined annual sales of the parties in the relevant UAE market exceed AED 300 million. The second is a market-share test: the parties’ combined share exceeds 40% of total sales in the relevant UAE market. Meeting either one triggers a mandatory notification, so deal teams need to screen both early in the process.

The 90-day suspensory notification

Parties must notify the Ministry of Economy at least 90 days before completing the transaction, and the formal review period itself runs for 90 days from the date a complete notification is received. Importantly, silence is treated as a deemed rejection rather than tacit approval, so parties cannot assume that a quiet Ministry means a cleared deal. In practice this creates a planning horizon of around six months that must be built into transaction timetables and conditions precedent.

Third-party objections and the refined dominance test

The 2026 Regulation gives interested third parties, including competitors, customers and suppliers, a formal route to object. They may submit observations within 15 business days of being invited by the Competition Department or of the transaction being published on the Ministry’s website.

The rules also refine the test for market dominance. A share above 40% still raises a presumption of dominance, but a business below that level may now also be found dominant based on qualitative factors such as financial resources, technological leadership, barriers to entry and the ability to influence market conditions.

Penalties for not filing

Failing to notify a qualifying transaction is costly. The fine is no less than AED 100,000 and can reach 10% of the violating party’s total annual UAE revenues from the relevant product or service in the previous fiscal year. Where that revenue cannot be determined, the fine is set between AED 500,000 and AED 5,000,000. Combined with the suspensory rule, this means closing a notifiable deal without clearance carries both legal and financial risk.

Action steps

With the regime going live around 30 July 2026, dealmakers should adjust now. We recommend the following:

• Screen every transaction against both the AED 300 million turnover test and the 40% market-share test before signing.
• Build a competition-clearance condition and a realistic timetable of up to six months into term sheets and sale agreements.
• Treat the 90-day pre-closing notification as a hard gate, and avoid completion mechanics that assume a faster path.
• Prepare for third-party scrutiny by documenting the competitive rationale for the deal early.

For any transaction near the thresholds, it is worth taking competition advice at the letter-of-intent stage rather than just before signing.

Sources

• Ministry of Economy — Regulation of Competition
• Ministry of Economy — Legislations
• National Law Review — The Implementing Regulation Is Here
• Charles Russell Speechlys — Inside Cabinet Decision No. 59 of 2026