UAE Competition Law Enters a New Era: Cabinet Decision No. 59 of 2026 Takes Effect on 30 July

The United Arab Emirates has finalised the executive regulations for its modern competition regime. Cabinet Decision No. 59 of 2026, issued by the Council of Ministers on 20 April 2026 and published in the Official Gazette on 30 April, becomes binding on 30 July 2026 and replaces the 2014 rules under Cabinet Decision No. 37 of 2014. For any business planning M&A or a joint venture in the UAE, the calendar just got shorter.

The new framework implements Federal Decree-Law No. 36 of 2023 on Regulating Competition and gives the Competition Department at the Ministry of Economy & Tourism the tooling of a mature regulator: mandatory pre-closing notifications, defined review clocks, formal investigation powers and settlement procedures. According to the Ministry of Economy & Tourism, UAE, the reform brings the country closer to international merger-control practice — a shift welcomed in early reviews by White & Case and Covington & Burling.

Who triggers a filing and why the thresholds matter

The financial thresholds carried over from Cabinet Resolution No. 3 of 2025 (in force since 31 March 2025) are the first gate. A transaction requires notification to the Competition Department if, in the previous financial year, the parties reached either:

• combined annual turnover in the relevant UAE market above AED 300 million (roughly USD 81.7 million or EUR 79.2 million); or
• a combined market share above 40% in the relevant UAE market, measured on prior-year sales.

Cross either line and the regime is mandatory and suspensory: closing is prohibited until the Ministry clears the deal. In share acquisitions the filing obligation sits with the acquirer; in mergers and joint ventures every party must file. There is no de minimis carve-out once a threshold is met.

The review clock: 10, 90 and 45

The Competition Department runs the review on two clocks, and the distinction between working days and calendar days is where deals slip.

• Formal completeness check: 10 working days, extendable by another 10 working days if information is missing.
• Substantive review: 90 calendar days, extendable by 45 calendar days at the Minister’s discretion.
• Silence rule: absence of a decision is treated as a rejection, not tacit approval — an inversion of what dealmakers used to soft regimes may expect.

Plan for four to five months from filing to a clean approval, and longer where third-party objections surface.

Third parties get a seat at the table

A parallel consultation cycle runs alongside the main review. The Ministry publishes basic information about the transaction on its website. From that publication, third parties — competitors, customers, suppliers — have 15 working days to file objections, comments or evidence.

If objections are lodged, they run their own sub-timeline: 5 working days of formal review, followed by 20 working days of substantive assessment (extendable by 7 working days), plus 10 working days for the merging parties to respond. In practice, expect competitor complaints to become a standard tactic in contested UAE deals.

Dominance below 40%: no safe harbour

One of the more consequential shifts sits in the fine print. The regulations expressly recognise that dominance can exist below the 40% market-share threshold. Where the Ministry decides to look, it weighs a qualitative package:

• domestic sales volumes and customer dependence on the parties;
• presence in adjacent or upstream markets;
• availability of substitutes;
• pricing conduct relative to competitive benchmarks;
• structural barriers to entry and exit;
• exclusive or long-term contractual arrangements.

Practically, a group with 25–35% share, sticky customers and no meaningful substitutes can no longer treat sub-threshold M&A as automatically clear.

The economic report is now the centre of gravity

Every notification must be accompanied by a "Report on the economic dimension of the economic concentration." It is not a formality. The document has to define the relevant markets and their dynamics, map the competitive landscape, disclose horizontal overlaps and vertical relationships, and — if the parties want to rely on efficiencies — set out the positive effects with evidence.

Expect the report to become the single most heavily negotiated deliverable between transaction counsel, economists and the client’s commercial team.

New investigation powers and the cost of getting it wrong

Beyond merger control, the regulations equip the Competition Department with formal investigation and settlement procedures, on-site inspections and expanded duties of cooperation for market participants. Sanctions under Federal Decree-Law 36 of 2023 are significant fines tied to annual UAE turnover — a design choice that mirrors leading global regimes and puts serious money on the table for gun-jumping, incomplete disclosure or non-cooperation.

What this means on the ground

• Large UAE businesses: any M&A or JV closing on or after 30 July 2026 needs pre-clearance if a threshold is triggered. Budget four to five months from filing to a clean decision.
• Foreign acquirers: jurisdiction attaches wherever the deal effectively affects the UAE market — cross-border transactions with UAE targets or subsidiaries are in scope.
• Free zones: the framework nominally applies; the trigger is UAE economic effect rather than the legal address of the entity. Treat free-zone status as a factor to discuss with counsel, not as an automatic carve-out.
• SPA and JV drafting: closing must be rewritten as suspensory — competition-approval covenants, long-stop dates that comfortably cover 90+45 calendar days, allocation of filing risk, and interim-period conduct restrictions.
• Compliance function: mid-market groups with 25–40% share should stress-test their pipeline against the qualitative dominance factors before signing.

Practical checklist for the next 18 days

1. Screen every open pipeline deal expected to close on or after 30 July 2026 against both thresholds — AED 300 million UAE turnover and 40% UAE market share — using prior-year figures.
2. Flag borderline deals (20–40% share, sticky customers, limited substitutes) for qualitative dominance analysis, not just a numeric check.
3. Rewrite signed-but-not-closed SPAs and JV agreements: insert competition-approval covenants, extend long-stop dates past 90+45 calendar days, and re-allocate filing-risk and gun-jumping liability.
4. Commission the "Report on the economic dimension of the economic concentration" now — market definition and data collection are the long-lead items.
5. Brief the deal team on the silence-equals-rejection rule and on the 15 working-day third-party objection window that will make sensitive deals public.
6. Engage UAE competition counsel before 30 July for a pre-filing consultation with the Competition Department on any deal already in market.

The direction of travel is clear. The UAE has moved from a light-touch regime to a fully operational merger-control system with real timelines, real reports and real sanctions. Deals that would have closed on a handshake in the first half of 2026 will need a filing, a review and — for the first time — a strategy for third-party scrutiny.