UAE merger control has become a major compliance requirement for businesses after the introduction of the 2026 competition regime. Under Cabinet Decision No. 59 of 2026, certain mergers, acquisitions, and joint ventures cannot proceed unless the Ministry of Economy’s Competition Department reviews and approves the transaction. This approval is now mandatory and suspensory, meaning the deal cannot close until clearance is granted.
The rules are simple, but extremely important. If a transaction crosses the AED 300 million turnover threshold or the 40% market share threshold, the parties must file an economic concentration notification. Missing this step can delay the deal, expose parties to penalties, and create legal risks for both buyers and sellers.
This article explains the thresholds, who must file, when filing is required, and why merger control is now a critical part of deal planning in the UAE.
Also check: Mergers and Acquisitions Advisory Services
Understanding the New 2026 Merger Control Thresholds
The UAE now uses two main thresholds to determine whether a transaction requires approval. These thresholds are designed to identify deals that may affect competition in a specific market.
1. AED 300 Million Turnover Threshold
If the combined annual turnover of the parties in the UAE is AED 300 million or more, the transaction must be notified. Turnover includes UAE sales of all parties involved in the merger, acquisition, or joint venture.
2. 40% Market Share Threshold
If the parties will hold 40% or more of a relevant market after the transaction, filing is required. This applies even if turnover is below AED 300 million.
These thresholds are alternative, meaning that meeting either one triggers mandatory filing.
Checklist: Does Your Deal Require Ministry of Economy Approval?
Use this simple checklist to assess whether your transaction triggers Competition Department approval:
| Condition | Filing Required? | When Filing Is Not Required |
|---|---|---|
| Combined UAE turnover of all parties is AED 300 million or more | Filing is required | If combined UAE turnover is below AED 300 million |
| Combined market share after the deal is 40% or more | Filing is required | If combined market share stays below 40% |
| Transaction is a merger, acquisition, or joint venture that gives control or decisive influence | Filing is required | If the deal does not change control or influence |
| Transaction may reduce competition in a UAE market | Filing is required | If the deal does not affect competition |
| Deal involves joint control or creation of an independent JV | Filing is required | If the JV is not independent or does not perform economic activity |
If any of these apply, the deal cannot close until approval is granted.
Related: Acquisition Due Diligence Service
Need Expert Advice?
Contact the team at Farahat & Co. for professional support and expert insights for businesses operating in the UAE.
Who Must File the Notification?
The UAE clearly defines who is responsible for filing the merger control notification.
Acquisitions
The buyer must file. This includes share purchases, asset purchases, and acquisitions of control.
Mergers
All merging parties must file jointly. This ensures both sides provide accurate market information.
Joint Ventures
All JV partners must file. This applies to both newly created JVs and acquisitions of joint control.
This responsibility cannot be delegated or ignored. Filing is a legal obligation.
Why Merger Control Is Now a Critical-Path Item
Under the 2026 regime, merger control is suspensory. This means:
- The deal cannot close until approval is granted
- Signing without filing is allowed, but closing is prohibited
- Any steps that transfer control before approval are illegal
- The Ministry can impose penalties for non-compliance
For this reason, merger control must be included in:
- Transaction timelines
- Closing conditions
- Share purchase agreements
- Due diligence planning
- Regulatory risk assessments
Ignoring merger control can delay the deal by months and create legal exposure.
What Counts as an Economic Concentration?
The UAE defines economic concentration broadly. A filing is required when a transaction results in:
- A merger of two or more businesses
- An acquisition of control or decisive influence
- A joint venture that performs economic activities independently
- Any transaction that reduces competition in a market
This definition is intentionally wide to capture all types of structural changes.
See also: Due Diligence Audit Services
How the Review Process Works
The Ministry of Economy’s Competition Department reviews the notification to determine whether the transaction harms competition. The review typically includes:
- Market definition
- Market share analysis
- Competitive impact assessment
- Entry barriers
- Consumer impact
- Efficiencies claimed by the parties
The Ministry may approve, approve with conditions, or reject the transaction.
Why These Rules Matter for Businesses
The 2026 merger control regime brings the UAE in line with international competition standards. Businesses must now:
- Assess merger control early
- Include regulatory approval in deal planning
- Prepare market data and turnover calculations
- Coordinate filings with legal advisors
- Avoid closing before approval
This ensures fair competition and protects consumers in the UAE market.
Frequently Asked Questions (FAQs)
What is the turnover threshold for UAE merger control?
What is the market share threshold for merger control?
Who files the merger control notification?
Can a deal close before approval is granted?
What happens if a business fails to file when required?
Do joint ventures require approval?
Need Expert Advice?
Contact the team at Farahat & Co. for professional support and expert insights for businesses operating in the UAE.
How Farahat & Co. Can Help
Farahat & Co. supports businesses with full UAE merger control compliance. We help companies assess whether thresholds are triggered, calculate turnover and market share, prepare economic concentration filings, communicate with the Competition Department, draft supporting documents and market analyses, manage timelines and closing conditions, and avoid penalties and delays.
Our team ensures your transaction meets all requirements under Cabinet Decision No. 59 of 2026 and proceeds smoothly.
Contact Farahat & Co. today and discover your need for merger control compliance.
