UAE Competition Law 2026: New Merger Control Thresholds and Rules

19 October 2026

Quick answer: Since 30 July 2026, UAE merger control notification is mandatory before completing any transaction where the parties' combined UAE sales exceed AED 300 million or their combined market share exceeds 40%. Cabinet Resolution No. 59 of 2026 also gives the Ministry and sectoral regulators expanded powers to investigate, including entering business premises and opening investigations without a formal complaint. Businesses should screen deals and commercial agreements against these thresholds before finalising transaction timetables.

Introduction

The United Arab Emirates has entered a new phase in the development of its competition-law regime. On 30 July 2026, Cabinet Resolution No. 59 of 2026 Regarding the Executive Regulations of Federal Decree-Law No. 36 of 2023 Regarding the Regulation of Competition came into force, replacing the previous executive regulations adopted under the former competition law.
The new framework provides more detailed procedures for merger control, investigations, complaints, exemptions and the assessment of anti-competitive conduct. Together with the thresholds introduced in 2025, the changes mean that competition-law considerations should increasingly form part of ordinary corporate compliance and transaction planning in the UAE.

A New Procedural Framework

Federal Decree-Law No. 36 of 2023 established the UAE's current competition-law framework, replacing the former 2012 legislation. The 2026 Executive Regulations now provide the procedural framework necessary for applying the law in practice.
The Regulations address several areas, including economic concentrations, complaints, investigations, exemptions and settlement procedures. They also establish more detailed requirements concerning the information and documents that businesses may be required to provide to the competent authorities.
For businesses, the practical significance lies not only in the substantive prohibitions under competition law, but also in the more clearly defined procedures that may apply when a transaction or business practice comes under regulatory scrutiny.

Key Aspects of the 2026 Competition Law Reform

• Cabinet Resolution No. 59 of 2026 (the Executive Regulations) was issued on 20 April 2026 and took effect on 30 July 2026, replacing the regulations issued under the UAE's former 2012 competition law
  
• The Regulations implement Federal Decree-Law No. 36 of 2023, the UAE's current competition-law statute
  
• Merger-control notification thresholds, set by Cabinet Resolution No. 3 of 2025, apply where parties' combined UAE sales exceed AED 300 million or their combined market share exceeds 40%
  
• Notification is required before completion of a qualifying transaction, not after
  
• Authorities now have clearer field-investigation powers, including entering premises and examining electronic records, under Article 14 of the Regulations
  
• Complaints must be reviewed as to form within 15 working days of receipt, and investigations may also be opened by the authorities on their own initiative

Merger Control Should Be Considered Before Signing

One of the most important implications concerns mergers and other transactions that may constitute an economic concentration.
Cabinet Resolution No. 3 of 2025 established two alternative thresholds for merger-control notification. A transaction may fall within the notification regime where the parties' total annual sales in the relevant UAE market exceed AED 300 million, or where their combined market share exceeds 40% of total transactions in the relevant market.
Where the applicable requirements are met, the Competition Law requires notification before completion of the transaction. This means that competition analysis should not be left until the final stages of an acquisition or merger.
Businesses considering an acquisition, merger, joint venture or other transaction capable of creating an economic concentration should therefore assess competition implications at an early stage. This can affect transaction structuring, due diligence, contractual conditions precedent and the anticipated timetable for completion.
The 2026 Executive Regulations provide a more structured process for reviewing these applications, including requirements concerning the application itself, supporting documentation, substantive assessment and the participation of interested third parties.
Where a transaction involves setting up or restructuring a UAE holding vehicle, these competition-law timing requirements should be assessed alongside the entity structure itself, see our guide to DIFC Prescribed Company reforms for investors for how the 2026 changes affect structuring decisions.

Greater Regulatory Scrutiny of Transactions

The new framework also gives the competent authorities clearer tools for examining transactions.
Under Article 14 of Cabinet Resolution No. 59 of 2026, the Ministry, the relevant authority or the sectoral regulatory authority may invite parties and interested parties to meetings to verify information concerning an economic concentration.
Where verification requires a field investigation, the authorities may enter the premises of the parties to the transaction and examine records, documents and files, including electronic documents and files, and may request samples where necessary.
This is particularly relevant for businesses involved in transactions that require regulatory review. Internal records, electronic files and other business information may become relevant to the authorities' assessment of the transaction.
Businesses should therefore consider competition-law issues when organising transaction-related documentation and internal communications, particularly where a transaction is likely to receive regulatory scrutiny.

Complaints and Investigations

H3The new Regulations also establish a clearer process for competition complaints.
A complaint may be submitted electronically or through another method specified by the Ministry in coordination with the relevant authorities. Complaints must be supported by relevant evidence and documentation, and information identified as confidential or constituting trade secrets is subject to confidentiality protections under the applicable legislation.
The competent authority is required to examine a complaint as to form within a period not exceeding 15 working days from receipt. Where additional information is required, the complainant may be requested to provide it within the period specified by the authority. A complaint may subsequently be accepted where sufficient information exists to initiate an investigation or rejected where the requirements for investigation are not met.
Importantly, investigations do not necessarily depend on a formal complaint. The Executive Regulations allow the Ministry, the relevant authority or a sectoral regulatory authority to initiate an investigation on its own initiative where there is sufficient information and reasonable grounds indicating practices that may prejudice, restrict or impede free and fair competition. Authorities may also conduct market monitoring and require undertakings to provide data, information or documents for market studies and investigative purposes.
For businesses, this means that competition compliance should not be treated solely as a matter to address when a complaint is received. Companies should consider whether their existing commercial practices could raise competition concerns before regulatory scrutiny arises.

What Conduct May Attract Competition Concerns?

The Competition Law addresses a range of conduct capable of restricting competition, including restrictive agreements, abuse of a dominant position and certain forms of predatory pricing.
The framework also addresses practices associated with dominant positions, including unjustified discrimination between customers, refusal to supply, limiting production or supply, failure to satisfy demand and tying arrangements.
This does not mean that every agreement containing an exclusive, restrictive or commercially protective clause will automatically violate competition law. The legal and economic context of the arrangement remains important.
Nevertheless, businesses may benefit from reviewing arrangements such as exclusivity provisions, distribution agreements, pricing practices, supply arrangements and other contractual restrictions where they operate in concentrated markets or may possess significant market power.

Compliance Is Particularly Important for Digital Businesses

Competition regulation is increasingly relevant to the digital economy.
The Ministry of Economy and Tourism's current competition-law materials include a 2026 ministerial decision concerning the block exemption of certain exclusive-dealing agreements in the market for food promotion and delivery services through digital platforms. The Ministry has also published updated guidance on relevant-market definition.
These developments demonstrate how competition law is increasingly intersecting with digital-platform business models and rapidly evolving markets.
For companies operating digital platforms, marketplaces or technology-enabled services, competition analysis may therefore need to form part of broader regulatory and commercial risk assessments.

What Should Businesses Do Now?

The entry into force of the 2026 Executive Regulations provides a timely opportunity for businesses to review their competition-law compliance.
Companies should consider:
Reviewing existing commercial agreements. Businesses may wish to assess exclusivity, distribution, pricing, tying and other restrictive provisions, particularly where the company has a significant position in a relevant market.
Assessing upcoming transactions early. Mergers, acquisitions and other transactions that may constitute an economic concentration should be screened for UAE competition-law implications before the transaction timetable is finalised.
Preparing for regulatory requests. Businesses should understand what information and documentation may be relevant if the Ministry or another competent authority requests information or initiates an investigation.
Protecting confidential information. Competition investigations may involve commercially sensitive information and electronic records. Companies should therefore have appropriate internal procedures for identifying and handling confidential information and trade secrets.
Training relevant employees. Employees involved in pricing, sales, procurement, business development, strategic planning and M&A should understand the competition-law risks associated with their activities.

Frequently Asked Questions: UAE Competition Law 2026

What changed under Cabinet Resolution No. 59 of 2026?

Cabinet Resolution No. 59 of 2026 introduced the Executive Regulations to Federal Decree-Law No. 36 of 2023, providing detailed procedures for merger control, investigations, complaints, exemptions and the assessment of anti-competitive conduct. It took effect on 30 July 2026, replacing the regulations issued under the UAE's former 2012 competition law.

When must a merger or transaction be notified under UAE competition law?

Notification is required before completion of a transaction that meets the applicable thresholds set by Cabinet Resolution No. 3 of 2025, where the parties' combined annual UAE sales exceed AED 300 million, or their combined market share exceeds 40% of the relevant market. Competition analysis should therefore be addressed early, not left until the final stages of a deal.

What powers do UAE authorities have to investigate a transaction or complaint?

Under Article 14 of Cabinet Resolution No. 59 of 2026, the Ministry, the relevant authority or a sectoral regulatory authority may invite parties to meetings and, where a field investigation is required, enter the premises of the parties to examine records, documents and files, including electronic documents, and request samples where necessary.

Can UAE competition authorities open an investigation without a formal complaint?

Yes. The Executive Regulations allow the Ministry, the relevant authority or a sectoral regulatory authority to open an investigation on their own initiative where there is sufficient information and reasonable grounds indicating practices that may prejudice, restrict or impede free and fair competition, including through market monitoring.

Does every exclusivity or restrictive clause breach UAE competition law?

Not automatically. The legal and economic context of the arrangement remains important, and not every agreement containing an exclusive, restrictive or commercially protective clause will violate competition law. Businesses operating in concentrated markets or with significant market power may still benefit from reviewing such arrangements.

Why is competition compliance especially relevant to digital platforms?

Competition regulation is increasingly relevant to the digital economy, illustrated by a 2026 ministerial decision on block exemptions for certain exclusive-dealing agreements in food promotion and delivery services through digital platforms, along with updated guidance on relevant-market definition. Companies operating digital platforms, marketplaces or technology-enabled services should factor competition analysis into their broader regulatory and commercial risk assessments.

Practical Steps Checklist

• Map transactions in the pipeline against the AED 300 million sales and 40% market-share notification thresholds
  
• Build competition-law review into deal timetables from the outset, not just before signing
  
• Audit exclusivity, distribution, pricing and supply arrangements where the business holds a strong market position
  
• Prepare internal protocols for handling regulatory requests, field investigations and confidential information
  
• Extend competition-risk assessments to digital-platform and marketplace business models specifically
  
• Brief pricing, sales, procurement, business development and M&A teams on competition-law exposure
  

A More Proactive Approach to Competition Compliance

The UAE's competition regime is becoming increasingly structured and operational. The entry into force of Cabinet Resolution No. 59 of 2026 is particularly significant because it provides the detailed procedural framework supporting the Competition Law, while the thresholds and related measures introduced in recent years have made competition considerations increasingly relevant to transactions and commercial practices.
For businesses, the practical message is clear: competition law should not be considered only when a transaction is ready to close or when a regulatory investigation begins. Early assessment can help businesses identify potential issues, prepare appropriate documentation and reduce regulatory uncertainty.
As the UAE continues to develop its competition framework, companies operating in the country should ensure that their commercial arrangements and transaction strategies remain aligned with the evolving requirements.

How MIS Legal Can Help

MIS Legal can assist businesses in assessing competition-law risks, reviewing commercial agreements and proposed transactions, and developing practical compliance strategies in line with the UAE's evolving competition framework.

• Competition-law risk assessments for transactions and commercial agreements
  
• Merger-control notification analysis and filings
  
• Review of exclusivity, distribution and pricing arrangements
  
• Support with regulatory requests, complaints and investigations
  
• Competition-law training for pricing, sales and M&A teams