On 30 July 2026, the UAE activates the executive regulations that give real teeth to its 2023 Competition Law. From that morning, deals crossing AED 300 million in UAE turnover — or 40% of a defined market — cannot close without written clearance from the Ministry of Economy and Tourism.
What comes into force on 30 July
Cabinet Decision No. 59 of 2026 activates the executive regulations under Federal Decree-Law No. 36 of 2023, turning the country's modernised competition framework into a working enforcement regime.
Signed on 20 April 2026, the decision is the implementing text that deal lawyers have been waiting on for nearly three years. FDL 36/2023 replaced the 2012 competition law and rewrote the rulebook — broader scope, tougher penalties, real merger control. What was missing was the how. These regulations deliver it.
MoET is the federal regulator. Sector regulators — the Central Bank of the UAE for banks and licensed financial firms, TDRA for telecoms — keep their own regimes for transactions within their scope. For regulated industries, the map of who reviews what still needs a careful read.
Who falls under mandatory merger control
Two thresholds trigger a mandatory notification: combined annual UAE turnover of at least AED 300 million, or a market share of 40% or more in the relevant market.
Both are set by Cabinet Decision No. 3 of 2025, and both are alternative — crossing either one pulls the deal into scope. Turnover is calculated at group level: parent, subsidiaries, sister companies under common control, and controlled joint ventures. "UAE turnover" means revenue booked inside the country, not global revenue with a UAE segment attached.
A worked example. Two mid-market logistics groups agree to merge. Group A books AED 210M inside the UAE. Group B books AED 120M. Combined UAE turnover is AED 330M. Notification is mandatory — even though neither party alone crosses the line.
The 40% market share test is the sharper edge for smaller deals. If your platform already holds 40% or more of a narrowly defined market — food delivery in a single emirate, a specialised B2B SaaS category, one-hour last-mile pharma — a bolt-on acquisition can pull the deal into filing regardless of headline revenue. Market definition becomes the whole game.
How the procedure works
The regime is suspensory: parties file with MoET, wait for clearance, and cannot close the transaction before it arrives. Silence from the Ministry beyond the statutory review window is treated as a deemed rejection, not approval.
That last point matters. Some jurisdictions treat regulator silence as a green light. The UAE does the opposite. If MoET says nothing by the end of the review period, the deal is deemed rejected — parties have to push, not assume.
Once the notification is filed, the Ministry publishes basic transaction information: parties, sector, structure. Third parties then have 15 working days to file objections. Competitors, suppliers, and customers who believe the deal harms competition in a specific market can put their concerns on the record, and those inputs feed the Ministry's substantive review.
In practice, deals split signing and closing when merger control is in play. Parties sign the SPA with a condition precedent — closing subject to unconditional MoET clearance — and work the filing between the two dates. Timetables extend. Break fees and long-stop dates get renegotiated. The M&A calendar changes shape.
What businesses should do in the next 7 days
A practical seven-step checklist for founders and deal teams with a UAE pipeline: identify exposure now, and be ready to file rather than scramble on 30 July.
- Screen the pipeline. List every UAE acquisition, JV, or intra-group restructuring set to sign or close in the next 12 months.
- Model UAE turnover at group level. Consolidate parent, subsidiaries, sister companies, and controlled JVs. Use the last audited financial year.
- Draft a market definition memo. For any deal where the 40% share test is plausible, put product scope and geographic scope on paper before a regulator does it for you.
- Reopen active SPAs. If a signed but unclosed deal will complete after 30 July, add a MoET clearance condition precedent and adjust the long-stop date.
- Pre-assemble the notification file. Corporate structure, financials, market share analysis, rationale, competitive effects, non-confidential summary. Draft now, submit later.
- Map sector-regulator overlap. If a deal touches banking, insurance, telecoms, or another regulated sector, confirm which regulator has primacy and whether parallel filings are needed.
- Brief the board. Deal timetables will lengthen. Boards need to know before they sign, not after clearance stalls.
Sanctions for non-compliance
Fines run from 2% to 10% of annual UAE revenues for notification breaches under Article 12, and up to 10% for substantive violations of the competition prohibitions.
Closing a notifiable deal without clearance — gun-jumping, in the shorthand — is the classic Article 12 exposure. The regulations do not spell out an explicit power to unwind a completed transaction, but the toolkit for post-clearance remedies is wide: mandatory divestitures, restructuring of commitments given during review, behavioural obligations covering pricing, access, or exclusivity. The economic effect of a forced divestiture can dwarf the fine.
Filing costs are modest against that backdrop. Ignoring the regime is where the real bill arrives.
At Garant Business Consultancy, we work with founders and investors on UAE structuring, M&A, and post-deal reorganisation. If your pipeline includes an acquisition, JV, or intra-group restructuring above AED 300M in local turnover — or in a market where combined share is pushing 40% — the next two weeks are the time to map exposure. For the wider compliance picture, see our overview of business regulation in the UAE in 2026. If your deal will involve reshaping the target after closing, our note on changes to UAE company structure covers the mechanics.
