UAE Merger Control 2026: AED 300 Million and 40% Notification Thresholds

A merger, acquisition or other economic concentration may require advance notification in the UAE when the parties exceed either the AED 300 million UAE sales threshold or the 40% relevant-market-share threshold. The notification analysis should begin early because the statutory review process can run for up to 90 days.

The UAE's current competition framework is based on Federal Decree-Law No. 36 of 2023, Cabinet Decision No. 3 of 2025 on thresholds, and the 2026 executive regulation and fee decision. It applies to transactions and conduct affecting competition in the UAE, including certain deals involving businesses established outside the country.

The tests are alternatives. Meeting either one can trigger a notification requirement if the deal is an economic concentration and no exclusion applies.

What is an economic concentration?

An economic concentration generally involves a lasting change in control or influence over an enterprise. It can arise through:

• a merger between two or more enterprises;
• the acquisition of shares, assets, rights or interests that confer control;
• a transaction giving one or more persons decisive influence over another enterprise; or
• certain full-function joint ventures that operate independently on a lasting basis.

The legal form is not decisive. A minority investment can require analysis if governance rights, vetoes, contracts or other arrangements create control or material influence.

Which transactions can be caught?

The law may apply to UAE-to-UAE deals and to foreign transactions that affect competition in the UAE. Parties should not assume that an offshore buyer, overseas signing or foreign parent company removes the transaction from UAE review.

Transactions between competitors require obvious scrutiny, but vertical or conglomerate deals may also qualify. Acquisitions of a division, customer portfolio, intellectual property or operating assets can create a concentration when the acquired package constitutes a functioning business or transfers control.

How the AED 300 million sales test works

The official threshold refers to the combined annual sales of the concerned enterprises in the relevant market within the UAE during the last financial year. It is therefore not automatically the same as worldwide group turnover, accounting revenue or the purchase price.

Parties should identify the products or services included in the relevant market, determine the UAE geographic scope, select the correct entities and compile supportable local sales figures. Internal management accounts may need to be reconciled with audited financial statements.

How the 40% market-share test works

The second threshold is met when the parties' combined share exceeds 40% of total transactions in the relevant UAE market during the previous financial year. This test can catch a transaction even when local sales are below AED 300 million.

Market definition is therefore central. A narrowly defined product market can produce a much higher share than a broad industry category. The Ministry issued relevant-market-definition guidelines in 2026, and parties should support their position with demand-side substitution, customer behaviour, pricing, product characteristics and credible market data.

Why the 90-day review period matters

The 2026 framework allows the competent authority up to 90 days to assess an economic concentration notification. Transaction documents, financing, regulatory conditions and the long-stop date should allow enough time for review and any information requests.

A notifiable transaction should not be implemented before the required approval or expiry of the applicable review process. Early integration, transfer of commercially sensitive control, coordinated pricing or premature operational decisions can create serious risk even before legal closing.

Step-by-step merger-control assessment

1. Map the transaction. Identify the buyer, seller, target, ultimate owners, assets and governance rights before and after closing.
2. Test for control. Review voting rights, board appointments, reserved matters, vetoes, management contracts and other decisive-influence rights.
3. Define relevant markets. Analyse product or service substitution and the UAE geographic market.
4. Compile UAE sales. Calculate the parties' sales in each relevant UAE market for the previous financial year.
5. Estimate market shares. Use defensible third-party and internal evidence rather than an unsupported percentage.
6. Check exclusions and sector rules. Some regulated sectors or government-controlled activities may have separate treatment.
7. Decide whether to notify. Record the reasoning, assumptions and supporting evidence.
8. Build the filing timetable. Allow for document preparation, fees, authority questions and the review period.
9. Protect the pre-closing period. Use clean teams, information protocols and clear limits on operational coordination.

Information to prepare for a notification

• transaction agreements, term sheets and structure charts;
• corporate records and ultimate-beneficial-owner information;
• audited financial statements and UAE sales calculations;
• descriptions of relevant products, services and geographic markets;
• market shares, competitors, customers and suppliers;
• internal presentations, board papers and transaction rationale;
• analysis of competitive effects and efficiencies;
• details of other regulatory filings in the UAE or abroad; and
• powers of attorney, translations and proof of payment where required.

Internal documents should be reviewed carefully and described accurately. Ordinary deal language about “dominating” a segment, removing a competitor or increasing prices can attract scrutiny when it conflicts with the parties' competition analysis.

Substantive issues the authority may examine

Crossing a threshold does not mean a deal will be prohibited. It means the transaction may require review. The authority may consider whether the concentration creates or strengthens a dominant position, reduces effective competition, increases barriers to entry, enables coordination or harms customers.

The parties may also present verifiable efficiencies, innovation benefits, investment, supply resilience or consumer advantages. These claims should be transaction-specific, supported by evidence and unlikely to arise without the deal.

Possible outcomes

Depending on the assessment, a notified transaction may be approved, approved subject to conditions or rejected. Conditions can include structural remedies, such as divestment, or behavioural commitments governing access, supply, pricing, information separation or contracting practices.

If concerns are foreseeable, parties should identify credible remedies early. A vague promise to behave competitively is less persuasive than a measurable, enforceable commitment with clear monitoring.

Common mistakes to avoid

• Checking only worldwide turnover and ignoring UAE relevant-market sales.
• Testing AED 300 million but forgetting the alternative 40% market-share threshold.
• Assuming a minority acquisition cannot confer control.
• Treating the purchase price as the notification threshold.
• Using an unsupported broad market definition to reduce calculated share.
• Beginning due diligence too late to accommodate the review timetable.
• Sharing competitively sensitive information without clean-team controls.
• Integrating operations or influencing the target before clearance.
• Ignoring UAE effects because the transaction is signed or closed abroad.

Transaction planning checklist

Frequently asked questions

Are the AED 300 million and 40% thresholds cumulative?

No. They are alternative triggers. A transaction can require notification when either threshold is exceeded.

Is the AED 300 million figure the deal value?

No. The threshold concerns combined annual sales in the relevant UAE market during the previous financial year, not the purchase price.

Can a foreign-to-foreign transaction require a UAE filing?

Potentially yes, where the transaction affects competition in the UAE and the applicable requirements are met. The parties should assess UAE sales and market presence even if neither signing nor closing occurs in the country.

Does exceeding a threshold mean the deal is prohibited?

No. It generally means the transaction may require notification and substantive review. Approval depends on its competitive effects and the applicable legal assessment.

When should the assessment begin?

Ideally during early due diligence and before signing. This allows the parties to draft realistic conditions precedent, allocate regulatory risk and avoid an unworkable closing schedule.

Assess competition risk before signing

UAE merger control now has clear quantitative triggers and a detailed review framework. Buyers, sellers and investors should screen deals early, document market assumptions and build notification risk into the transaction timetable.

Al Shamil Zone can coordinate corporate documentation, transaction support and referrals for specialist UAE competition-law advice. For company structuring and post-transaction amendments, explore our business setup services or contact our team.

Official sources

• UAE Ministry of Economy and Tourism: Competition legislation
• UAE Ministry of Economy and Tourism: Economic concentration
• Cabinet Decision No. 3 of 2025 on competition thresholds

Reviewed on 8 October 2026. This article is general information and not legal advice. Merger-control scope, market definition, filing timing, fees and exclusions depend on the transaction and the rules in force. Parties should obtain UAE competition-law advice before signing or implementing a transaction.