The UAE competition regime moves from principle to practice on 30 July 2026. Cabinet Decision No. 59 of 2026 sets out the executive regulations that give operational teeth to Federal Decree-Law No. 36 of 2023, retiring the 2014 framework and rewriting the rulebook for any deal that touches the UAE market. Companies with live or planned M&A activity have a narrow window to align filings, thresholds and internal process before enforcement begins.
What changes on 30 July 2026
The regulations turn the UAE's competition law into a working merger-control regime — with mandatory pre-closing notifications, a broader dominance test, fixed procedural timelines and real post-closing enforcement powers.
Issued by the UAE Cabinet on 20 April 2026 and published in the Official Gazette on 30 April 2026, Cabinet Decision No. 59 of 2026 becomes effective three months after publication. It replaces Cabinet Resolution No. 37 of 2014 and hands operational authority to the Competition Department at the Ministry of Economy & Tourism (MoET).
Four pillars matter for the market:
- Mandatory, suspensory merger control;
- A qualitative dominance test that reaches well beyond a 40% market-share line;
- A structured, deadline-driven review procedure;
- Third-party rights and post-closing enforcement, backed by on-site inspection powers.
Key changes for M&A
Deals meeting the turnover or market-share thresholds now require MoET clearance before closing — and silence from the regulator is treated as a rejection, not a waiver.
Mandatory and suspensory notification
Transactions crossing the thresholds cannot complete until MoET issues clearance. Gun-jumping — closing before approval — becomes a live risk carrying financial penalties and structural remedies, including the possibility of unwinding.
A broader dominance test
Market share above 40% no longer settles the question on its own. MoET is empowered to weigh qualitative factors: barriers to entry, customer dependence on the party, availability of alternative resources and pricing behaviour. A firm below 40% can still be found dominant. A firm above 40% can still argue against dominance on the facts.
Third-party objection window
Competitors, customers and suppliers may file objections within 15 working days of a transaction's publication on MoET's website. Deal parties should assume public visibility of pending notifications and prepare for third-party engagement as part of the review, not after it.
Post-closing enforcement
MoET keeps the power to investigate transactions that should have been notified but were not — even after closing. Sanctions may follow, and remedies can include structural relief. Historic deals structured under the 2014 framework warrant a retrospective look.
Documentation package
The regulator expects a substantive filing: three years of audited financials, a full ownership structure and market and economic analysis supporting the parties' position on markets, shares and effects. Thin submissions will not clear.
Fixed procedural timelines
The review runs on a clock. A 10-working-day preliminary phase leads into a substantive review of up to 90 working days, extendable by a further 45 working days where MoET requires additional analysis. Timelines are strict and shape the deal calendar from the first draft SPA onwards.
On-site inspection powers
MoET is empowered to conduct on-site inspections during investigations. Response protocols, dawn-raid handbooks and privilege maps become practical necessities, not theoretical exercises.
Silence is not consent
Where MoET does not decide within the applicable period, the outcome is deemed rejection. Parties cannot rely on regulatory silence to close.
What UAE companies must do before 30 July
Treat the next few weeks as a structured compliance sprint — audit the M&A pipeline, prepare the documentation package, and update deal templates before the regime lands.
- Audit the current pipeline. Screen every live and near-term transaction against the new turnover and market-share thresholds. Where a deal sits on the edge, model both scenarios.
- Prepare the documentation package early. Pull three years of audited financials, map the ownership structure and start the market and economic analysis now. Rushed filings invite information requests and extensions.
- Map market share plus qualitative dominance factors. Position the parties' share of supply against barriers to entry, customer switching costs, competitor capacity and pricing history. A defensible narrative beats a raw percentage.
- Review historic deals for retrospective risk. Transactions closed under the 2014 framework may still attract scrutiny if they should have been notified under the new regime. Quiet remediation is cheaper than a public investigation.
- Assign an internal compliance owner. One named person — general counsel, head of legal, or a designated compliance lead — owns competition filings, MoET correspondence and third-party engagement.
- Update M&A templates. Rework conditions precedent, longstops and break-fee mechanics to reflect suspensory clearance, 90+45-day timelines and deemed-rejection risk. Templates built for a notification-optional world will not survive the first live filing.
- Monitor MoET publications. Track the Competition Department's website for transaction notices and objection windows — both to react to third-party filings against your own deals and to weigh objections against competitors' transactions.
- Refine information-exchange and distribution policies. The dominance test reaches conduct outside the deal room. Selective distribution, exclusivity and information exchange with competitors warrant a fresh look.
Garant Business Consultancy view
Companies that treat 30 July 2026 as a documentation deadline — not a filing date — will be in the strongest position when the first live cases test the new regime. Filings will be won or lost on the quality of the initial submission, not on late-stage arguments.
The next weeks are about groundwork: audited financials pulled, ownership structures mapped, market analysis drafted, deal templates updated, and one internal owner in the chair. Our team advises UAE-based businesses, expat founders and international investors on merger-control strategy, dominance assessments and MoET filings — reach us through the contact form on garant.consulting to start a targeted readiness review.
Sources
- UAE Legislation portal — Cabinet Decision No. 59 of 2026 and Federal Decree-Law No. 36 of 2023 (uaelegislation.gov.ae)
- UAE Ministry of Economy & Tourism — Competition Department (moet.gov.ae)
- Client alerts from international law firms (White & Case, Charles Russell Speechlys, Addleshaw Goddard, Motei, Covington) — expert analysis of the new requirements.
