Merger Notification in the UAE: Working the Timetable Backwards
A UAE merger notification is an economic concentration application that must be submitted to the Ministry at least 90 days before a transaction completes, and on which a failure to issue a resolution in time is treated by law as a rejection rather than an approval.
Most of what goes wrong with UAE merger control is not a substantive competition problem. It is a calendar problem, compounded by a single misread provision. Federal Decree-Law No. 36 of 2023 requires the application to go in at least 90 days before completion, gives the decision-maker 90 days extendable by a further 45, and then provides that a failure to issue a resolution is deemed a rejection. Put those three together and a transaction can spend a long time waiting for an answer whose absence counts against it. This guide works the sequence backwards from the completion date. LEXNOVA is not a law firm: it is a lawyer-matching service, it gives no legal advice, it does not prepare or file merger control applications, and nothing here is advice on any particular transaction.
LAST REVIEWED 22 SEPTEMBER 2026
WHO THIS GUIDE IS FOR
Buyers, sellers and investors planning a UAE transaction of any scale, in-house counsel and finance directors setting a signing-to-closing timetable, corporate development teams assessing whether a target’s market position triggers a filing, and anyone who has already signed and now needs to know what stands between them and a lawful completion. It is also for advisers arriving from jurisdictions where an authority’s silence means clearance, because the UAE runs the opposite default.
What a UAE Merger Notification Actually Is
The UAE competition regime is set by Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition. Its 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 framework that no longer applies.
The obligation the regime creates is a pre-completion application relating to an economic concentration. It is not a post-closing registration, not a notification for the record, and not an administrative step that can be run in parallel with completion. It is a gate that stands in front of the transaction, and the whole of this guide follows from that.
The Rule That Sets the Whole Timetable: Article 12(1)
Article 12(1) requires the application to be submitted at least 90 days prior to completion. That is the provision everything else hangs from. It is expressed as a minimum period before completion, which means the earliest lawful completion date on a notifiable transaction is 90 days after a submitted application — not 90 days after the parties decided to file, and not 90 days after they instructed advisers.
The distinction between deciding to file and having filed is where most of the slippage lives. An application has to be assembled: corporate information on both sides, sales data by market, an analysis of the Relevant Market, and whatever supporting material the Ministry expects. Where the market definition is contested, that preparation is itself a project with its own timetable.
The Decision Window: 90 Days, Extendable by 45
Article 13(2) provides that the Minister or an authorised representative issues the resolution within 90 days, extendable by a further 45. So the review window is 90 days as standard and up to 135 days if the extension is used. The extension is not an exception to plan around — it is a period the law expressly contemplates, and a timetable that cannot survive it has a structural weakness.
Note that this decision window is a separate thing from the Article 12(1) filing lead time, even though both are expressed in 90-day units. One is a minimum period the parties must leave before completing; the other is the period the decision-maker has to respond. They are not the same 90 days and should not be netted against each other in a planning document.
Silence Is a Rejection, Not an Approval
This is the provision that matters most and is most often stated backwards. Article 13(2) provides that failure to issue a resolution is deemed a rejection. Not deemed approval. Not a neutral outcome that leaves the parties free to proceed. The expiry of the review period without a resolution is, in law, a refusal.
A great many merger control regimes internationally run the opposite default, treating an authority that misses its deadline as having cleared the transaction. Advisers and executives who have worked under those systems carry the assumption across without examining it, and it produces exactly the wrong answer here. If you take one thing from this guide, take this: in the UAE, a decision-maker running out of time is bad news for the transaction, not good news.
Working the Sequence Backwards From Completion
Take the date the parties want to complete and walk backwards. Completion cannot happen earlier than 90 days after a submitted application, because of Article 12(1). Before that submission there is the preparation period for the application itself, which depends on how readily the required information can be assembled and how contested the market definition is.
Running forwards from the same submission, the decision-maker has up to 135 days under Article 13(2) if the extension is used. So in the worst case the parties are looking at up to 135 days of review sitting on top of whatever lead time the filing itself took, with a completion that cannot lawfully happen before the Article 12(1) period has run and, in practice, cannot sensibly happen before an affirmative resolution exists.
What This Does to a Signing-to-Closing Timetable
On a transaction with a merger control condition, the period between signing and closing is not a matter of commercial preference. It is set by a statutory minimum and by however long the decision-maker takes within the window the law gives. A signing-to-closing gap negotiated down to something short and commercially attractive, without reference to those periods, is negotiating against a constraint that will not move.
Several standard provisions need to be looked at again in that light. The long-stop date has to accommodate the extended review window rather than the standard one. Break provisions and walk-away rights need to be drafted knowing that the failure mode includes the review period expiring without a resolution. Interim covenants governing how the target is run between signing and closing have to cover a genuinely long period rather than a few weeks.
Do You Have to File at All? The Thresholds
Article 3 of Cabinet Decision No. 3 of 2025 sets two thresholds. 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.
They are alternative, not cumulative. Either one is enough. That single word does more damage when misread than almost anything else in the regime, because reading the thresholds as a combined test produces a confident conclusion that no filing is required — most often for a smaller business holding a strong position in a narrow market, which clears the share test easily while sitting well below the sales figure.
The decision was issued on 20 January 2025 and 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
Neither threshold can be applied without first defining the Relevant Market, and that is analytical work rather than arithmetic. The sales threshold is expressed as sales in the Relevant Market within the State; the share threshold is expressed as a proportion of total transactions in the Relevant Market. Change the market definition and both numbers change with it, sometimes dramatically.
A narrow definition tends to push a business over the share threshold; a broad one tends to pull it under while making the sales figure harder to isolate. The exercise should therefore be done properly and documented, rather than assumed from a commercial description of the business — on a contested market, work for a lawyer and sometimes an economist alongside them.
Who Decides
The deciding body is the Ministry of Economy, now styled the Ministry of Economy and Tourism, and the resolution is the Minister’s. Article 13(2) refers to the Minister or an authorised representative issuing it. This is a ministerial decision rather than a determination by a specialist competition tribunal or an independent agency with its own separate appeal structure.
That matters for how the process feels and how it should be approached. Engagement is with a ministry rather than with a case team in a standalone authority, and the output is a resolution rather than a decision of a tribunal. What routes exist to challenge an adverse outcome is a question for a lawyer on the specific facts and is outside what this guide states.
The Article 4 Exemptions
Article 4 of Federal Decree-Law No. 36 of 2023 sets out three exemptions. The first covers sectors where another law assigns a Sectoral Regulatory Agency to develop competition rules — but that exemption does not hold where the agency itself 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 those undertakings operate solely within that emirate.
Each has a real edge. A sector may be regulated without having an agency holding the relevant competition mandate. A government-linked business may not be owned in the way the exemption requires. An emirate-owned undertaking that has expanded outside its own emirate may have stepped out of the third exemption. The question should be answered by a lawyer reading the decree-law, not inferred from a shareholder register.
The Penalty Is a Percentage, Not a Figure
Article 25(1) provides that a breach of Article 12 carries a fine of not less than 2% and not more than 10% of annual total sales. It is proportionate, not fixed, and that changes the calculation for a large group in a way a capped penalty would not.
Because the range is expressed against annual total sales rather than against the value of the transaction, a small acquisition by a substantial business can carry exposure measured against that business’s scale. Anyone weighing the cost of a delayed closing against the risk of completing without clearance should have that asymmetry in front of them beforehand.
Two Repealed Instruments, and the Advice That Still Cites Them
Two repeals define what is and is not current. Article 39(1) of Federal Decree-Law No. 36 of 2023 repeals Federal Law No. 4 of 2012, the previous competition law. Article 5 of Cabinet Decision No. 3 of 2025 repeals Cabinet Decision No. 13 of 2016, the previous thresholds instrument.
Together those repeals leave a lot of published material describing a regime that no longer exists — threshold memoranda built on the 2016 figures, process notes built on the 2012 law, playbooks that were accurate when written. If a document guiding a live transaction cites either repealed instrument, have the analysis redone rather than adjusted.
What This Guide Deliberately Does Not Tell You
Three things are left open here on purpose. First, whether and how the regime applies to transactions involving companies in the financial free zones — DIFC and ADGM — is not established on the public record used to write this guide. Take it to a lawyer who will read the scope provisions of the decree-law itself.
Second, the sector-by-sector position on change-of-control approvals was not researched for this guide. Where a target holds a regulated licence, approval is commonly required and which regulator applies depends on the activity and the jurisdiction; those approvals sit on the critical path alongside merger control and should be identified at the start.
Third, nothing here tells you whether a particular transaction is notifiable, whether clearance would be given, or how long a review will take in practice. Those are all fact-specific and none of them is something a guide can answer. What this guide can do is make sure the timetable in front of you is built on the periods the law actually sets, and that nobody on the deal is quietly assuming that silence means yes.
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