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Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition replaced the previous framework — Article 39(1) repeals Federal Law No. 4 of 2012, and under Article 40 it entered into force three months after publication, the decree-law having been published on 28 September 2023. Anything describing UAE merger control by reference to the 2012 law describes a regime that no longer applies.

The operative obligation sits in Article 12(1): an application relating to an economic concentration must be submitted at least 90 days prior to completion. That turns clearance from something deal teams elsewhere run in parallel with documentation into a hard gate in front of completion. Because the 90 days runs from a submitted application, the real timetable also includes however long it takes to assemble one.

Article 13(2) provides that the Minister or an authorised representative issues the resolution within 90 days, extendable by a further 45 — and that failure to issue a resolution is deemed a rejection. This is the single most dangerous misreading in the whole area, and it is worth saying in the plainest terms: silence is refusal, not consent.

Many regimes internationally run the opposite default, treating an authority that misses its deadline as having cleared the transaction, and advisers who carry that assumption across get the answer exactly backwards. Conditions precedent should therefore require an affirmative resolution rather than the absence of a prohibition, and the expiry of the review period should be planned for as a failure event rather than relied on as a fallback.

Article 3 of Cabinet Decision No. 3 of 2025 sets two thresholds, and the word that matters is “or”. The first is total annual sales of the concerned establishments in the Relevant Market within the State exceeding AED 300,000,000. The second is a total market share of the concerned establishments exceeding 40% of total transactions in the Relevant Market. Meeting either one is enough.

Reading them as a combined test produces a confident, wrong conclusion that no filing is required — typically for a smaller business with a strong position in a narrow market, which clears the share threshold while sitting nowhere near the sales figure. The decision was issued on 20 January 2025, came into force 60 days after publication, and its Article 5 repeals Cabinet Decision No. 13 of 2016. Both thresholds depend on defining the Relevant Market first, which is analytical work rather than arithmetic.

Article 4 sets out the exemptions. The first covers sectors where another law assigns a Sectoral Regulatory Agency to develop competition rules — but it falls away where that agency requests the Ministry’s involvement, so it is conditional rather than absolute. The second covers undertakings owned by the Federal Government. The third covers undertakings owned by an emirate government, and only where they operate solely within that emirate.

Each has an edge that matters. A sector may look regulated without having an agency that holds the relevant competition mandate. A government-linked undertaking may not be wholly owned in the way the exemption contemplates. An emirate-owned business that has expanded beyond its own emirate may have stepped outside the third exemption without anyone revisiting the analysis.

Article 25(1) provides that breach of Article 12 carries a fine of not less than 2% and not more than 10% of annual total sales. That is a proportionate penalty rather than a fixed sum, and the distinction removes the calculation that sometimes tempts a large group to treat a filing obligation as a cost of doing business.

The exposure is framed against annual total sales rather than against the value of the transaction, so a modest acquisition by a substantial group can carry a penalty measured against the group’s scale. That asymmetry belongs in front of a board early, because it changes how the cost of a delayed closing compares with the cost of closing without clearance.

Federal Decree-Law No. 32 of 2021 on Commercial Companies is the base statute for onshore UAE companies. The Ministry of Economy and Tourism states that Federal Decree-Law No. 20 of 2025 amends 15 of its articles and adds one new article. This page publishes the substance and deliberately publishes no article numbers and no commencement date for the 2025 decree-law, because neither was confirmed on the ministry source.

The reported changes are these. LLCs may now establish multiple classes of quotas, previously restricted to public joint stock companies, and private and public joint stock companies may issue multiple share classes — dividend, preferential and restricted — subject to conditions. Re-domiciliation allows a company to transfer its registration between emirates, free zones and financial free zones with continuity of legal personality, contracts and obligations, removing the need to liquidate and re-establish. Legal form conversion retains legal personality. In-kind capital valuation standards are issued by the ministry, excluding public joint stock companies. A new non-profit commercial company form exists, and where an LLC’s board of managers’ term expires without being reconstituted, it continues for up to six months, after which, if the general assembly does not reconstitute it, the competent licensing authority may appoint a manager or board for up to one year while the general assembly is called to elect one.

The Commercial Companies Law now expressly allows drag-along and tag-along clauses in an LLC’s memorandum of association or a private joint stock company’s articles (Article 14(4), as amended from 15 October 2025). Where the constitutional documents include them, one or more partners may require the others to sell to a third party on conditions agreed in advance, and a partner may join a sale on the same terms agreed with the buyer. Both were previously contractual arrangements carrying real doubts about enforceability in an onshore company, which is why so many UAE shareholders’ agreements hedge them with elaborate machinery. Any agreement predating the amendments is worth re-reading against the statutory position.

The second change with direct deal consequences is the private joint stock company share disposal lock-up, reduced from two years to one, with ministerial discretion to reduce it further or waive it. Founder liquidity plans, staged investment structures and exit timetables built on the older two-year figure are planning against a period that no longer applies.

The substantive position is settled. u.ae states that Federal Decree-Law No. 26 of 2020, which amended Federal Law No. 2 of 2015, removed the requirement for a major Emirati shareholder or agent and permits non-Emiratis of all nationalities to hold 100% ownership of onshore companies. The Cabinet may establish a committee to recommend activities of strategic impact, and the instrument is Cabinet Resolution No. 55 of 2021 Determining the List of Activities with a Strategic Impact — whose title was verified but whose contents were not read, so no activities are listed here.

The citation, however, has gone stale. Federal Law No. 2 of 2015 has since been replaced by Federal Decree-Law No. 32 of 2021, so the operative provision now sits in the 2021 decree-law while the government portal page still describes the superseded instrument. Citing the 2020 decree-law as the live provision is a dated citation, and no article number is published here for the provision as it now sits in the 2021 decree-law, because that article was not read. At emirate level, Dubai excludes strategic-impact activities across seven sectors, Abu Dhabi identifies 1,105 foreign-ownership activities and Dubai over 1,000.

Cabinet Decision No. 109 of 2023 Regulating the Real Beneficiary Procedures is the instrument. Article 5(1) defines a Real Beneficiary as a person who owns or exercises ultimate control through direct or indirect ownership of 25% or more. Article 8(2) sets the register contents: full name, nationality, birth details, residence address, travel or identity document number, and the dates of becoming and ceasing to be a beneficial owner. Article 15(2) requires changes to be notified within 15 days.

The scope point is the one most often reported backwards. Article 3(1) applies the decision to all licensed or registered legal persons in the State, including commercial free zones. Article 3(2) exempts companies wholly owned by the Federal or Local Government, the Financial Free Zones — which puts DIFC and ADGM outside this regime — and Governmental Partners. The decision was issued on 6 November 2023, came into force the day after publication, and its Article 22 repeals Cabinet Decision No. 58 of 2020.

Article 48 of Federal Decree-Law No. 33 of 2021 addresses continuity of employment contracts. Its opening provides that contracts in force at the time of a change in the form or legal status of the establishment remain effective, and that the new employer is responsible for implementing their terms. Employment therefore continues rather than terminating and restarting, which is the first thing most people want to know.

A second question follows immediately — whether the former and the new employer remain jointly liable for entitlements accrued before the change — and this page does not answer it in either direction. Only the opening of the article was read, and asserting a position either way would be a guess dressed as a statement of law. Where accrued end-of-service exposure is material, quantify it in diligence and allocate it expressly between buyer and seller.

Most post-completion disputes are contract claims under the share purchase agreement. A warranty claim says a statement about the target was untrue when made; an indemnity claim calls on a promise to pay for a specific liability, such as a tax or litigation exposure. Either way, the agreement usually decides the outcome first: the notice a buyer must give and by when, the claim period, de minimis and basket thresholds, the cap, and what the seller disclosed against the warranties. Missing a contractual notice deadline can lose an otherwise sound claim. Separately, claims between merchants about their commercial obligations are generally barred five years after the obligation fell due (Commercial Transactions Law, Article 92); a lawyer confirms which period applies.

Where a buyer discovers after closing that it was misled, the governing law matters. Onshore, the Civil Transactions Law in force since 1 June 2026 (Federal Decree-Law No. 25 of 2025) requires both parties to disclose information of decisive importance to the other's consent before contracting and voids any clause limiting that duty (Article 122), and negotiating in bad faith creates liability for the actual damage (Article 121). How these rules interact with the Commercial Transactions Law and the agreement's own warranty regime is a question for a lawyer, and the new law does not apply retroactively, so agreements signed before 1 June 2026 need separate analysis. The DIFC and ADGM apply their own contract laws, English common law in ADGM's case.

Deferred consideration, earn-outs and completion accounts produce a distinct family of disputes. Completion accounts adjust the consideration by reference to accounts drawn up after closing, so arguments centre on accounting policies, the agreed methodology and any working-capital target. An earn-out ties part of the consideration to post-completion performance, so arguments centre on how the buyer ran the business during the measurement period. Well-drafted agreements send figures disputes to an independent accountant acting as expert rather than arbitrator, with a defined scope and timetable; how far that determination binds the parties depends on the drafting and the governing law. If the dispute reaches the onshore courts instead, the judge can appoint a registered expert to examine the accounts.

The agreement's governing-law and dispute clause decides the forum: the onshore courts, arbitration, for example at the Dubai International Arbitration Centre, or the DIFC or ADGM Courts. Older agreements naming DIFC-LCIA or the Emirates Maritime Arbitration Centre are not dead letters: Dubai Decree No. 34 of 2021 abolished both and keeps such clauses valid with DIAC substituted, unless the parties agree otherwise. Where an arbitration clause applies and the other side sues in the onshore courts, it must be raised before any defence on the merits (Article 8 of the Federal Arbitration Law). If you are facing a warranty, earn-out or misrepresentation dispute after completion, describing the deal structure, the governing law and the stage the dispute has reached helps us consider lawyers for post-acquisition disputes.