In brief
The UAE competition law framework has undergone significant development in 2026 through the combined introduction of the Implementing Regulations of Federal Decree-Law No. 36 of 2023 on the Regulation of Competition ("Executive Regulations"), the issuance of the Guidelines on Relevant Market Definition ("Guidelines"), and the adoption of a new fee framework applicable to competition law filings and applications. Together, these measures provide substantially greater clarity regarding the Competition Department at the Ministry of Economy and Tourism ("Ministry")'s approach to the review of economic concentrations and further reinforce the UAE's transition towards a structured and increasingly sophisticated ex ante merger control regime.
This client alert provides a comprehensive overview of the recent developments and reforms to the UAE merger control regime, highlighting the key legal, procedural and practical considerations that businesses should take into account when assessing transactions, planning investments, and conducting their commercial activities in the UAE.
Refined merger control regime at a glance
- The Executive Regulations entered into force on 30 July 2026 and establish a detailed procedural and substantive framework governing merger control notifications. Whenever a proposed transaction is reportable in the UAE, the parties are required to submit comprehensive information regarding the transaction structure, the parties involved, relevant markets, competitors, customers, and the anticipated competitive effects of the transaction.
- The Executive Regulations also provide greater clarity regarding filing formalities and procedural requirements. Merger control notifications may be submitted electronically either in Arabic or English and must be signed by a duly authorized representative.
- The Executive Regulations now clarify the applicable merger control thresholds: a transaction is notifiable where it qualifies as an economic concentration and either the turnover threshold of AED 300 million or the market share threshold of 40% is met, in each case in the relevant market in the UAE.
- The Executive Regulations expressly confirm that failure to notify does not prevent the Ministry from investigating an economic concentration before or after its implementation. The Ministry may require information from the parties and third parties, review the transaction retrospectively, issue binding directions, and impose administrative penalties for failure to notify.
- A filing fee equal to 0.02% of the aggregate annual turnover of the participating undertakings must now be paid to the Ministry, subject to a cap of AED 150,000 (approximately USD 41,000 or EUR 36,000).
- The merger control regime has also been supplemented by the issuance of the Guidelines on Relevant Market Definition, which provide insight into the analytical framework that the Ministry is expected to apply when defining relevant markets and evaluating competitive effects. The Guidelines offer practical direction regarding market definition methodologies, market share calculations and the assessment of competitive constraints.
A closer look at the UAE's merger control developments
Merger control framework post-30 July 2026
A number of notable changes to the merger control regime have been introduced recently in the UAE. These include:
- Jurisdictional thresholds. A merger control filing is required where a transaction qualifies as an economic concentration and either the turnover threshold (AED 300 million) or the market share threshold (40%) is met – both in relation to the relevant market(s) in the UAE.
- The Ministry appears to apply the notification thresholds both on a combined basis and also by reference to the individual parties involved in the transaction. In practice, this means that it may be sufficient for only one of the undertakings concerned to satisfy the relevant turnover or market share threshold for the transaction to become notifiable. This approach is based on the fact that a target may become active in the UAE following an acquisition, thereby establishing a sufficient nexus with the UAE. But this can unfortunately result in transactions being reportable even where the target business generates little or no revenue in the UAE. The thresholds also do not expressly address their application to the formation of joint ventures. In practice, the Ministry appears to treat the parent companies establishing the joint venture as the relevant undertakings concerned and therefore considers their respective turnover and/or market shares when assessing whether the transaction is notifiable. As a result, the creation of a joint venture may trigger a filing obligation even where the joint venture itself has no existing activities, revenues or market presence in the UAE.
- Timeline. The Executive Regulations provide that the Ministry must confirm the completeness of the application within 10 business days from submission. Following this confirmation, the parties must settle the filing fee invoice (see more details below). After that, the statutory 90-day review period begins. In practice, however, the Ministry issues its decision within 30-45 days approximately.
- No deemed approval mechanism. Where the Ministry does not issue a decision within the statutory timeframe (i.e., 90 days from the date the Ministry considers the filing complete), the application is deemed rejected. This change reinforces the importance of obtaining an express clearance decision before implementing a transaction.
- Introduction of third-party participation. The Executive Regulations expressly permit interested third parties to submit observations, comments, supporting evidence, and formal objections regarding proposed transactions following publication of basic information on the Ministry's website. Third parties bear the burden of demonstrating that they are affected by the transaction, and accepted objections may trigger an additional exchange of submissions between the authority and the notifying parties. This mechanism may lead to an increased scrutiny of transactions in concentrated or strategically important sectors and may have implications for review timelines.
- Gun-jumping. The Executive Regulations expressly confirm that failure to notify does not prevent the Ministry from investigating an economic concentration before or after its implementation. The Ministry may require information from the parties and third parties, review the transaction retrospectively, issue binding directions, and impose administrative penalties for failure to notify. This emphasizes the importance of conducting a thorough merger control assessment at an early stage of the transaction process.
- Content of the notifications. The merger control filing must be accompanied by a detailed economic report including market studies, competitor data, market shares, principal customers, affected markets, anticipated efficiencies, and an assessment of the transaction's impact on prices, quality, availability of goods and services, and consumer choice.
- Simplified filing formalities. The documentary formalities associated with merger control filings have been substantially streamlined. Notably, only the power of attorney is now required to be notarized and legalized, reducing the administrative burden on notifying parties and facilitating the preparation of filings. A simple copy of all other supporting documents is deemed sufficient. Simple translations in Arabic or English are required if the supporting documents are originally in a different language. Also, despite the Executive Regulations requiring the submission of the financial statements of the last three fiscal years, the actual application form only makes reference two fiscal years.
- Filing Fees. Cabinet Resolution No. 105 of 2026 dated 12 June 2026 introduced fees applicable to filings and applications submitted under the UAE Competition Law framework. For merger control notifications, a filing fee must now be settled since 12 July 2026, and amount to 0.02% of the parties' aggregate annual turnover, subject to a cap of AED 150,000 (approximately USD 41,000 or EUR 36,000). In practice, the Ministry will request payment of the filing fee once it has completed its completeness review (please see above). Payment must be made through the Ministry's online portal. The Ministry does not calculate the applicable filing fee; rather, it requires the notifying parties to determine the amount payable independently based on the prescribed fee structure.
Guidelines on Relevant Market Definition
The recent Guidelines on Relevant Market Definition published in July 2026 represent a further step towards a more mature and predictable merger control regime in the UAE. The Guidelines clarify the Ministry's approach to relevant market definition, market share calculations and the assessment of competitive dynamics, providing businesses with greater clarity on how transactions are likely to be assessed during merger control reviews and other competition law investigations.
- The Guidelines establish a structured framework for defining the "relevant market", a cornerstone of competition law analysis in the UAE for merger control, antitrust investigations, and exemption requests.
- The relevant market comprises two dimensions: (i) the relevant product market and (ii) the relevant geographic market. The assessment focuses on products and services that are regarded as substitutes by customers and on the geographic area in which competition conditions are sufficiently homogeneous.
- Demand-side substitutability is identified as the primary factor in market definition. The Guidelines emphasize assessing whether customers would switch to alternative products or suppliers in response to changes in price, quality, or other competitive conditions.
- The Ministry endorses the use of established competition law tools and economic tests, including the SSNIP (Small but Significant and Non-Transitory Increase in Price) test, price elasticity analysis, and other evidence-based methods to assess substitutability and competitive constraints.
- Market definition should be based on a broad range of evidence, including product characteristics, intended use, pricing, customer preferences, historical substitution patterns, switching costs, and regulatory or technical barriers.
- The Guidelines recognize that geographic markets may be local, national, regional, global, or even digital in scope. The key consideration is whether undertakings operate under similar competitive conditions and whether customers or suppliers can realistically switch across geographic boundaries. In practice however, the Ministry tends to require domestic market share data for the UAE, even where the geographic relevant market is regional or global, in order to confirm that the transaction is indeed reportable and meets the AED 300 million threshold (please see above).
- Market definition remains a case-specific exercise. The Guidelines emphasize that the relevant market must be assessed based on the specific facts of each case, with the ultimate objective of identifying competitive constraints, market participants, and market shares for the purposes of competition law enforcement.
Conclusion
Taken together, the Executive Regulations, the new filing fee framework and the recently issued Guidelines mark a significant development of the UAE merger control regime. They provide greater clarity regarding notification thresholds, filing requirements, review procedures and the substantive assessment of transactions, thereby enhancing the predictability and transparency of the merger review process. At the same time, they underscore the importance of conducting an early merger control assessment, gathering robust market data and allocating sufficient time for regulatory review. Businesses contemplating acquisitions, mergers, joint ventures or other forms of economic concentration should therefore evaluate potential filing obligations at the outset of a transaction and incorporate merger control considerations into their transaction planning and execution strategy.
At Baker McKenzie, we remain available to provide tailored guidance on the application of the Executive Regulations and the newly developed merger control regime to your commercial arrangements, pricing practices, exemption strategies, and transactions.