Direct Answer
Cabinet Decision No. 59 of 2026 entered into force on 30 July 2026, completing the UAE’s overhaul of its competition law framework after a wait of more than 30 months. The Decision provides the implementing regulations for Federal Decree-Law No. 36 of 2023 on the Regulation of Competition. As of 30 July 2026, merger control notification is mandatory and suspensory before completion for transactions meeting either of two thresholds: combined annual sales in the relevant UAE market exceed AED 300 million, or combined market share exceeds 40 percent. Anti-competitive agreements are prohibited. Abuse of a dominant position carries penalties of up to 10 percent of annual UAE sales. Merger notification filing that is made late or not at all carries penalties of 2 to 10 percent of relevant revenues, with a minimum floor of AED 500,000.
Sources: Cabinet Decision No. 59 of 2026 (official); Chambers and Partners UAE Merger Control Goes Live (May 2026); Gulf News UAE Business Regulation July 2026; Arabian Business UAE Competition Regulation July 2026.
Key Points
- Cabinet Decision No. 59 of 2026 entered into force on 30 July 2026, replacing Cabinet Decision No. 37 of 2014. The UAE merger control regime is now fully operational.
- Two notification thresholds apply. Either trigger mandates a filing with the Ministry of Economy before completing the transaction: combined UAE market sales above AED 300 million, or combined UAE market share above 40 percent.
- Merger notification is mandatory and suspensory. Transactions cannot be completed until the Ministry of Economy clears the filing or the review period expires.
- Gun-jumping (completing a transaction before clearance) is now procedurally enforceable with quantifiable penalties under the Competition Law.
- Anti-competitive agreements including price fixing, market sharing, bid rigging, and supply restriction arrangements are prohibited regardless of whether the parties are dominant.
- Abuse of a dominant position is prohibited. Dominance is presumed at 40 percent market share but can be established below that threshold using economic indicators including technology leadership, financial strength, and barriers to entry.
- Penalties for breach of substantive prohibitions: minimum AED 100,000 up to 10 percent of annual UAE sales. Courts have discretion to order establishment closure for three to six months and publication of the conviction judgment.
- The Ministry retains authority to review transactions even where formal notification has not been made.
- Exemptions are available but require strong factual and economic evidence including market studies, financial statements, and proof of consumer benefit.
Why This Matters Now
For nearly three years, Federal Decree-Law No. 36 of 2023 on the Regulation of Competition sat on the books without fully operational implementing regulations. Businesses knew a new competition framework was in place but the procedural detail, how to file, what to file, how long the review would take, when third parties could object, had not been published. Cabinet Decision No. 59 of 2026 fills every gap.
The consequences of operating under the new framework without understanding the requirements are significant. A business that completes an acquisition above the filing thresholds without prior Ministry of Economy clearance is exposed to gun-jumping penalties under Article 12 of the Competition Law. A business with a market share near or above 40 percent that applies pricing below cost or imposes exclusionary terms on customers is now exposed to a documented abuse claim with a credible penalty framework behind it.
The Ministry also published Market Definition Guidelines in July 2026, establishing that the preferred analytical tool for determining the relevant market is the Significant and Non-Transitory Increase in Price test. Because both notification thresholds turn on the relevant market, not on absolute national revenues, the market definition exercise is now the first practical step in any competition risk assessment.
The Two Merger Notification Thresholds
| Threshold Type | Trigger | Notes |
|---|---|---|
| Turnover threshold | Combined annual sales of the parties in the relevant UAE market exceed AED 300 million in the last fiscal year | Established by Cabinet Decision No. 3 of 2025 (published January 2025). Applies to mergers, acquisitions, joint ventures and other transactions resulting in direct or indirect control. The relevant market is UAE-specific, not global revenue. |
| Market share threshold | Combined market share of the parties exceeds 40 percent of total transactions in the relevant UAE market in the last fiscal year | The same 40 percent is used to establish a presumption of dominant position under Article 2 of Cabinet Decision No. 3 of 2025. Parties may hold significant market influence below 40 percent based on structural and qualitative factors. |
| Notification timing | At least 30 days before contemplated completion | The filing must be made before the transaction closes. The Ministry reviews the notification and either clears, conditions, or prohibits the transaction. Completing before clearance is gun-jumping. |
| Ministry discretionary review | Ministry may review transactions even without formal notification | The new framework explicitly preserves Ministry authority to review concentrations where notification was not filed. There is no safe harbour from review based on a decision not to file. |
What Counts as an Anti-Competitive Agreement
Federal Decree-Law No. 36 of 2023 prohibits agreements between competing businesses that harm competition in the UAE market. These include arrangements between competitors that fix prices directly or indirectly, divide markets or customers geographically or by product category, limit or control production volumes, share or coordinate bids in procurement processes, and restrict access to inputs or distribution channels.
The prohibition applies regardless of whether the agreement is written or verbal, formal or informal, direct or through an intermediary. The fact that both parties benefited from the arrangement or that market practice in a given sector normalised such conduct is not a defence. Industry-wide pricing coordination that existed under the 2014 framework without enforcement attention now carries material risk under the 2026 implementing regulations.
Exemptions are available under Article 4 of the Competition Law for agreements that improve economic efficiency, promote technical progress, or benefit consumers, provided the restrictions are necessary for the objective and do not eliminate competition entirely. Obtaining an exemption requires submitting a formal application to the Ministry of Economy with supporting economic evidence. The Ministry has indicated it expects strong factual and market study evidence, not general assertions.
Abuse of Dominant Position
Holding a dominant position is not prohibited. What is prohibited is using a dominant position to harm competition. Under the new framework, dominance is presumed where market share reaches 40 percent but the Ministry can establish dominance at lower levels by weighing technology advantages, financial strength, business model characteristics, barriers to entry, access to data, and exclusive customer relationships.
Practices that may constitute abuse include predatory pricing (pricing below cost to eliminate competitors), exclusive dealing arrangements that close off the market to competitors, discriminatory pricing that places certain trading partners at a disadvantage, and tying or bundling arrangements that force customers to take unwanted products to access essential ones. The Competition Law specifically created a new provision on pricing below cost as a standalone prohibition, reflecting international best practice.
Penalties
| Violation | Penalty | Additional Consequences |
|---|---|---|
| Breach of substantive prohibitions (anti-competitive agreements, abuse of dominance) | Minimum AED 100,000 up to 10 percent of total annual UAE sales | Court may order establishment closure for 3 to 6 months. Conviction judgment published in two local daily newspapers. |
| Late or missing merger notification (Article 12) | 2 to 10 percent of relevant goods or services revenues. Minimum AED 500,000 where turnover cannot be established. | Ministry retains authority to order divestiture or unwind of completed transaction. |
| Gun-jumping (completing transaction before clearance) | Same as late notification plus potential prohibition of the concentration | Real, quantifiable and procedurally enforceable per Chambers and Partners UAE Merger Control analysis. |
What Businesses Should Do Immediately
-
1Map your UAE market position
Calculate your market share in each product and geographic market where you operate in the UAE. If you are approaching 40 percent in any segment, assess which of your commercial practices could be characterised as exclusionary or discriminatory under the new framework. -
2Screen all pending transactions
Any acquisition, merger, joint venture or change of control transaction with a UAE nexus that has not yet completed should be assessed against both the AED 300 million turnover test and the 40 percent market share test. If either threshold may be met, legal advice on notification is required before signing or completing. -
3Review distributor and supplier agreements
Exclusive dealing agreements, resale price maintenance clauses, market sharing arrangements with distributors, and minimum purchase requirements that restrict where or to whom products can be sold should all be reviewed against the new prohibition framework. -
4Assess exemption eligibility
If your business has arrangements that may technically fall within the anti-competitive agreement prohibition but that produce efficiency benefits, assess whether a formal exemption application is viable. The Ministry requires substantive evidence.
IncHub Corporate Services supports businesses with this compliance roadmap, from market position mapping to coordinating exemption applications.
Frequently Asked Questions
Sources and References
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