Deals that cross the federal merger control thresholds (UAE turnover above AED 300 million in the relevant market, or a combined share above 40%) must be notified to the Ministry of Economy and Tourism at least 90 days before completion and cannot close until cleared. The 2023 competition law reaches conduct abroad that affects UAE markets, and executive regulations were issued in 2026. Insolvency onshore is governed by the 2023 Financial Restructuring and Bankruptcy Law, which excludes free-zone companies subject to their own insolvency provisions; DIFC and ADGM companies should be checked against their zone rules.
Merger control under the 2023 competition law
Federal Decree-Law No. 36 of 2023 Regulating Competition applies to economic activity in the UAE and to activity outside the UAE that affects competition there. It does not cover matters assigned by another law to a sector regulator, unless that regulator asks the Ministry to act, or government-owned undertakings designated by Cabinet or emirate resolution.
Under Cabinet Decision No. 3 of 2025, an economic concentration must be notified if the parties' annual sales in the relevant UAE market exceeded AED 300 million in the last financial year, or their combined share of that market exceeds 40%. The application must be filed at least 90 days before completion. The Ministry has 90 days from a complete file, extendable by 45 days, and the parties must not complete in the meantime. The English text of the law says that if no decision is issued in time the concentration is deemed rejected.12345
Penalties and the 2026 executive regulations
Failing to notify, or completing before clearance, can attract a fine of 2% to 10% of the annual UAE sales or revenue from the goods or services concerned, or AED 500,000 to AED 5 million where that figure cannot be calculated.
The Cabinet issued the executive regulations of the competition law as Cabinet Decision No. (59) of 2026, published by the Ministry in Arabic, together with a 2026 fees decision. Filing procedures, required documents and fees should be checked against those texts before signing.67
Company law and restructuring
Mainland share and asset deals are carried out under the Commercial Companies Law (Federal Decree-Law No. 32 of 2021), which was amended by Federal Decree-Law No. 20 of 2025. That law applies to mainland companies; deals involving DIFC or ADGM companies need to be checked against the relevant zone regime.
Federal Decree-Law No. 51 of 2023 replaced the 2016 Bankruptcy Law. It covers companies under the Commercial Companies Law, traders and licensed professional civil companies, but excludes free-zone companies subject to their own insolvency provisions and Central Bank-licensed banks, financial institutions and insurers. It offers preventive settlement and restructuring as well as bankruptcy, handled by designated Bankruptcy Courts. A debtor should apply within 60 days of stopping payments.891011
| Point | Rule |
|---|---|
| Turnover test | Annual sales in the relevant UAE market above AED 300 million in the last financial year |
| Market share test | Combined share above 40% of the relevant UAE market |
| Filing deadline | At least 90 days before completion |
| Review period | 90 days from a complete application, extendable by 45 days; no completion meanwhile |
| No decision in time | Deemed rejection (English translation of Article 13) |
| Penalty for failure to notify | 2% to 10% of relevant UAE sales, or AED 500,000 to AED 5 million |
How it works, step by step
- Test the deal against the AED 300 million turnover and 40% market share thresholds for the relevant UAE market.3Ministry of Economy and Tourism (competition)
- File the economic concentration application at least 90 days before the planned completion.4Ministry of Economy and Tourism
- Hold completion until the Minister's decision, offering undertakings if needed.5Ministry of Economy and Tourism
- Complete the share transfer and update the commercial register under the Commercial Companies Law or the relevant free-zone regime.11Emirate economic department or free-zone registrar
No timings or fees are shown unless an official source states them.
Documents usually needed
- Economic concentration notification form and supporting market data
- Last financial year sales figures for the relevant UAE market
- Transaction documents with a regulatory condition and long-stop date that allow for 90 to 135 days of review
- Updated memorandum of association and register filings after completion
- Restructuring plan and creditor information for preventive settlement or restructuring applications
Common mistakes
- Assuming a foreign-to-foreign deal is outside UAE merger control when it affects a UAE market.
- Setting a long-stop date shorter than the 90-day pre-completion filing period plus a possible 45-day extension.
- Treating silence from the Ministry as approval; the English text treats it as rejection.
- Assuming the federal bankruptcy law governs a DIFC or ADGM subsidiary.
When the business crosses borders
- Global deals may need a UAE filing alongside other merger control filings, because the law reaches conduct abroad that affects UAE competition.
- Sector regulators, such as the Central Bank or telecoms regulator, may control deals in their sectors instead of the Ministry.
- Cross-border insolvency recognition between onshore courts and DIFC or ADGM regimes needs separate analysis.
Questions businesses ask
Is there a de minimis exemption from UAE merger control?
The thresholds decision sets the AED 300 million sales and 40% share tests; we did not find a separate small-business exemption in it.3
Can parties close before clearance?
No. The law prohibits completion during the review period.5
Which insolvency law applies to a DIFC or ADGM company?
The federal 2023 law excludes free-zone companies that are subject to their own insolvency provisions. DIFC and ADGM companies should therefore be checked against their zone insolvency rules, which we did not review.9
What this guide does not yet confirm
These points need checking with a qualified local professional in the United Arab Emirates before you rely on them.
- The content of Cabinet Decision No. (59) of 2026 (executive regulations, Arabic only) and the 2026 fees decision was not reviewed.
- Whether the competition law applies in free zones is not stated in the text we read.
- Foreign ownership limits for activities of strategic impact (Cabinet Resolution No. 55 of 2021) could not yet be checked run.
- SCA takeover and listed-company acquisition rules, and DFSA/FSRA takeover rules in the DIFC and ADGM, were not reviewed.
- DIFC Insolvency Law and ADGM Insolvency Regulations could not yet be checked; their exclusion from the federal law is inferred from Article 3 of the federal law.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Federal Decree-Law No. 36 of 2023 Regulating Competition applies to undertakings' economic activities in the UAE, to exploitation of intellectual property rights inside and outside the UAE, and to activities outside the UAE that affect competition in the UAE. Federal. The text does not mention free zones.
The competition law excludes practices assigned by another law to a sectoral regulator (unless it asks the Ministry to take over and the Ministry agrees), federal government-owned undertakings designated by Cabinet resolution, and emirate government-owned undertakings designated by local resolution. Federal.
An economic concentration must be notified where the parties' annual sales in the relevant UAE market exceeded AED 300 million in the last financial year, or their combined share of the relevant UAE market exceeds 40%. Federal; either test triggers the duty under Article 12(1) of the competition law. A market share above 40% is also the dominance threshold (Article 2). The decision took effect 60 days after Official Gazette publication.
Parties to a notifiable economic concentration must apply to the Ministry at least 90 days before completion. Federal.
The Minister must decide within 90 days of a complete application, extendable by 45 days; the parties may not complete in that period, and failure to issue a decision in time is deemed a rejection. Federal; time limits can pause under Article 14; parties may offer undertakings (Article 13(3)).
Based on the English translation published by the Ministry; the Arabic text prevails. Confirm the deemed-rejection rule with counsel.
Breaching the merger control provisions can lead to a fine of 2% to 10% of annual UAE sales or revenue from the goods or services concerned in the last financial year, or AED 500,000 to AED 5 million where that figure cannot be calculated. Federal.
The executive regulations of the competition law were issued as Cabinet Decision No. (59) of 2026, alongside Cabinet Decision No. (105) of 2026 on competition fees. Federal. The executive regulations are published in Arabic.
Federal Decree-Law No. 51 of 2023 promulgating the Financial Restructuring and Bankruptcy Law repealed Federal Decree-Law No. 9 of 2016 on Bankruptcy and took effect six months after Official Gazette publication. Federal.
The 2023 bankruptcy law covers companies under the Commercial Companies Law, traders and licensed professional civil companies, but excludes free-zone companies subject to their own insolvency provisions, government-owned companies with special rules, and Central Bank-licensed banks, financial institutions and insurers. Federal; DIFC and ADGM are not named in the text.
A debtor may apply for preventive settlement, restructuring or bankruptcy, and should apply no later than 60 days after stopping payment of its debts; cases are heard by courts or divisions designated as the Bankruptcy Court. Federal; late filing does not by itself bar admission of the application.
The Commercial Companies Law, Federal Decree-Law No. 32 of 2021, has been amended by Federal Decree-Law No. 20 of 2025. Federal; applies to mainland companies, not DIFC or ADGM companies.
The 2025 amending Decree-Law is published in Arabic; its content was not reviewed.
Questions on this topic
11 statements on m&a, competition and restructuring in the United Arab Emirates
