Cabinet Decision No.59/2026 takes effect on 30 July 2026 and switches on mandatory pre-closing merger notification to the UAE Ministry of Economy and Tourism (MoET). A transaction is caught when the parties' combined UAE turnover exceeds AED 300 million, or when their combined UAE market share reaches 40%. No filing, no closing.
What takes effect on 30 July
The Decision activates Federal Decree-Law No.36/2023 — the new Competition Law — together with its Executive Regulations. It replaces the framework built on Cabinet Decision No.37/2014, under which most deals cleared with almost no antitrust review.
Sector carve-outs are only partial. Telecom transactions stay with the Telecommunications and Digital Government Regulatory Authority (TDRA). Banking deals remain with the Central Bank of the UAE (CBUAE). Both apply only where the sectoral regulator has developed its own competition rules — and only inside that perimeter.
Everything else routes to MoET: retail chains, e-commerce platforms, fintech services outside the CBUAE perimeter, healthcare groups, industrial consolidations, logistics, education. If a deal touches the UAE market and clears a threshold, it needs a filing.
Notification thresholds: when a deal is caught
Two triggers. Meet either one and the deal requires pre-closing clearance from MoET.
- Turnover test: combined annual UAE turnover of all parties above AED 300 million in the last completed financial year.
- Market share test: combined share of the relevant UAE market at or above 40% — the level at which dominance is presumed under the Executive Regulations.
The 40% figure did not appear out of nowhere on 30 July. Cabinet Decision No.3/2025 first set it as the UAE merger control notification threshold. Decision No.59/2026 embedded that number into the Executive Regulations and put procedural flesh on the bone — filing content, review timelines, MoET powers, penalty grid.
UAE nexus matters. Even a foreign-to-foreign deal is reportable when the combined UAE-generated revenue or UAE market share meets a threshold — a classic effects test familiar from EU and Saudi regimes. Closing offshore does not exempt the transaction.
How the notification process works
Filings go to the Competition Department at MoET, electronically, in Arabic or English. The clock runs in two phases.
Preliminary review — 10 working days, extendable by another 10. MoET checks completeness and screens for obvious competition concerns. Most straightforward deals should clear here.
Substantive review — 90 days, extendable by up to 45 more. Triggered when the preliminary phase flags a competitive risk. Third parties — competitors, suppliers, customers — have 15 working days from publication of the transaction to file written objections.
The filing package must include: the corporate charter and trade licence of each party, the signed transaction agreement, three years of audited financial statements, full ownership and group structure, and an economic report explaining the deal rationale, the affected markets, and the post-closing competitive effects.
Penalties and enforcement
Non-notification is not a quiet shortcut. Article 12 of the Executive Regulations sets fines of 2 to 10% of the relevant revenues for procedural breach, with a floor of AED 500,000 and a ceiling of AED 5 million per violation.
Substantive breach — closing a deal that harms competition without clearance, or in defiance of a MoET prohibition — attracts fines from AED 100,000 up to 10% of the group's annual UAE sales. The upper band bites hardest at scale.
The competent court can also order the offending business closed for three to six months. MoET, the Competent Authority under the Decree-Law, and sectoral regulators may investigate before or after closing. Staying silent is not a defence: the absence of a filing is itself grounds for enforcement.
What this means for your deal pipeline
Deal timelines just got longer. A straightforward acquisition that used to sign and close inside a month now needs a MoET calendar overlay — 10 working days at minimum, and up to roughly six months if the substantive phase engages.
Deal documents change too. Purchase agreements need MoET clearance as a condition precedent, a longstop date that survives Phase II, and antitrust risk allocation between buyer and seller — reverse break fees, hell-or-high-water covenants, information-sharing protocols between signing and closing.
Due diligence widens. Market share analysis becomes a live workstream rather than a footnote. Buyers rolling up fragmented UAE sectors — logistics aggregators, clinic groups, food-delivery platforms, SME software — will hit the 40% test faster than expected.
If a target's structure predates the new regime and sits across multiple mainland and free-zone entities, expect MoET questions on effective control. Restructuring may be needed before the filing lands. See our guides on amending company structure in UAE and on the broader picture in UAE business regulation 2026.
What to do before 30 July
- Audit every signed-but-unclosed transaction against the AED 300M and 40% tests. Closing on or after 30 July without clearance triggers the new penalties even if signing happened in June.
- Rebuild data rooms in MoET-ready format: three years of audited UAE-standalone financials, current ownership charts, trade licences for every operating entity.
- Refresh template SPAs — MoET clearance as CP, competition-specific covenants, break fee mechanics, information barriers between signing and closing.
- Map the UAE competitive footprint of the buyer's group. Overlaps push a deal into the 40% zone faster than most owners assume.
- Brief the board and PE investment committee on the new calendar. Longstop dates and approval timelines both need to move.
Based on the UAE Official Gazette — Federal Decree-Law No.36/2023 and the Ministry of Economy and Tourism — Regulation of Competition. Procedural details cross-checked with Charles Russell Speechlys and Addleshaw Goddard analyses of Cabinet Decision No.59/2026 and the Executive Regulations.
