What Cabinet Resolution No. 59 of 2026 means for M&A transactions and deal planning The UAE’s merger control framework is now fully operational. Cabinet Resolution No. 59 of 2026, (“Executive Regulations”), effective from 30 July 2026, supplies the procedural machinery for Federal Decree-Law No. 36 of 2023 on the Regulation of Competition. Read together with Cabinet Resolution No. 3 of 2025, which introduced quantified notification thresholds, the new rules create a mandatory and suspensory review regime that must be considered from the earliest stages of any transaction with a UAE nexus. For buyers, sellers, joint venture partners, private equity sponsors and in-house legal teams, competition analysis is no longer a closing-stage formality. It can affect transaction structure, due diligence, the signing-to-closing timetable, interim covenants, regulatory risk allocation and the long-stop date. The new Executive Regulations also give the Ministry of Economy and Tourism clearer investigative tools and provide a formal route for competitors, customers, suppliers and other interested parties to participate in the review.

The Legal Framework at a glance

The current regime is built on following three principal instruments:

Instrument	Role	Key timing
Federal Decree-Law No. 36 of 2023	Creates the merger-control obligation, standstill rule, review period and penalties.	Application at least 90 days before completion; review 90 days from a complete filing, extendable by 45 days.
Cabinet Resolution No. 3 of 2025	Sets the sales and market-share notification thresholds.	Effective since 31 March 2025.
Cabinet Resolution No. 59 of 2026	Provides the operational filing, review, objection and investigation procedures.	Effective from 30 July 2026.

When is a filing required?

A transaction must first amount to an “economic concentration”—broadly, a merger or a direct or indirect transfer of ownership, rights, shares, assets, obligations or usufruct that results in control over an undertaking or group of undertakings. This can capture conventional share acquisitions and mergers, as well as asset deals, joint ventures and minority investments wherein the rights acquired confer decisive influence. If an economic concentration has a UAE competition nexus, the parties must test both thresholds:

• Annual-sales test: the total annual sales of the relevant undertakings in the relevant UAE market during the previous fiscal year exceed AED 300 million.
• Market-share test: the parties’ combined share exceeds 40% of the total transactions in the relevant UAE market during the previous fiscal year.

The tests are alternative. A transaction may therefore be notifiable even if the sales threshold is not met, particularly in a narrowly defined or specialised market. Market definition—both product and geographic—can be decisive and should be supported by a reasoned analysis rather than a broad commercial estimate. The law also applies to activities outside the UAE where they affect competition within the country, so the absence of a UAE-incorporated target does not by itself eliminate the obligation.

Who must notify?

The Executive Regulations clarify responsibility for the filing. In an acquisition, the acquiring party or parties must submit the application and obtain approval. For a merger or joint venture, all parties participating in the economic concentration are responsible. The allocation of preparation work, costs, information obligations and regulatory strategy should nevertheless be stated expressly in the transaction documents.

What must the filing contain?

The notification is not limited to corporate documents and headline transaction terms. It must include a report on the economic dimension of the concentration. In practice, transaction teams should be ready to address:

• the relevant product and geographic markets;
• market structure, dynamics and barriers to entry or expansion;
• the parties’ market positions and principal competitors;
• horizontal overlaps, vertical links and other competitive relationships;
• the expected effect on customers, suppliers, pricing, output, innovation and choice; and
• any efficiencies or positive economic effects that may outweigh potential harm to competition.

The new regime reduces several corporate-document notarisation and certification formalities that existed under the former rules.

Review timetable and standstill obligation

The timetable has two distinct stages. First, the Competition Department conducts a formal completeness review within 10 working days. That period may be extended once by a further 10 working days. If information or documents are missing, the authority may require supplementation within a period of up to 10 working days. The 90-day substantive review period starts only after the application is accepted as complete. The Minister or an authorised representative must then decide the application within 90 days, with a possible extension of 45 days. The clock may be interrupted where the authority requests additional information, seeks a technical opinion from another regulator, or processes a third-party objection in the circumstances specified by law. If no decision is issued within the applicable statutory period, the transaction is deemed rejected—not cleared. Throughout the substantive review, the parties must observe the standstill obligation. They should not transfer control, complete the share or asset transfer, install buyer-appointed decision-makers, integrate systems or customer accounts, or otherwise implement the transaction. Legitimate pre-closing planning must be carefully separated from operational integration.

Third-party rights and investigative powers

Cabinet Resolution No. 59 of 2026 creates a structured channel for interested third parties to participate. An interested party may submit observations or a substantiated objection within 15 working days after being invited by the Competition Department or after the transaction is published on the Ministry’s website. An objection is first reviewed for procedural compliance within 5 working days. The authority then has 20 working days, extendable by seven working days, to accept or dismiss it. If accepted, the notifying parties are given 10 working days to respond. This gives competitors, customers, suppliers and distributors a meaningful procedural role and makes early stakeholder assessment particularly important in concentrated or politically sensitive markets. The Competition Department may conduct on-site inspections where necessary for its assessment. It may also investigate transactions that should have been notified but were not, before or after completion. The regulations do not establish a general discretionary call-in power for transactions falling below both thresholds; the power is directed at enforcing the notification obligation for above-threshold transactions.

Coordination with local and sectoral regulators

A federal merger filing may not be the only regulatory workstream. The Ministry may seek technical opinions from competent local authorities or sector-specific regulators. Where all relevant undertakings are located in one emirate and the competitive effect does not extend beyond that emirate, the relevant local authority may consider the matter under the statutory coordination framework. Sectoral regimes may also apply to regulated businesses. Transaction teams should therefore prepare a single regulatory map covering merger control, foreign investment, sector approvals, licence amendments, change-of-control consents and free-zone or commercial-register filings. The agreement should identify which approvals are conditions precedent and how inconsistent or conditional decisions will be handled.

Implications for transaction documents

The new regime should be reflected expressly in the share purchase agreement, business transfer agreement or joint venture documents. Key provisions include:

• Specific clearance condition: name the Ministry approval as a separate condition precedent rather than relying only on a generic “regulatory approvals” clause.
• Cooperation covenant: require prompt filing, accurate information, timely responses to requests, and consultation on submissions, remedies and third-party engagement.
• Risk allocation: state which party controls the filing strategy and whether it must offer remedies; define any “hell or high water” obligation carefully.
• Interim conduct: preserve the seller’s ordinary-course operation without granting the buyer control before clearance. Buyer-consent rights should protect value, not enable day-to-day management.
• Long-stop date: account for completeness review, the 90-day review, a possible 45-day extension, clock interruptions and the deemed-rejection rule.
• Termination and escrow: tie termination rights and any escrow release to the regulatory outcome and provide a clear mechanism if clearance is refused, conditioned or deemed rejected.

Interaction with the 2025 Companies Law amendments

Federal Decree-Law No. 20 of 2025 amended the UAE Commercial Companies Law and introduced additional flexibility relevant to M&A. Among other changes, it permits multiple classes of shares or equity interests, recognises drag-along and tag-along mechanisms, and allows a company to transfer its registration between emirates, free zones and financial free zones while maintaining its legal personality, contracts and obligations, subject to the applicable requirements. These tools may simplify ownership structures and exits, but they do not displace competition analysis. A registration transfer, conversion, roll-up or restructuring that forms part of a wider acquisition should be assessed as part of the overall transaction.

Conclusion

The Executive Regulations mark the UAE’s transition to a more structured, transparent and internationally aligned merger control system. The framework offers clearer procedures, but it also places competition review firmly on the critical path for M&A. Parties that screen early, prepare reliable market evidence and allocate regulatory risk expressly in their transaction documents will be better positioned to protect their timetable and achieve a compliant closing.

How Can MBG Help?

We can support businesses and transaction teams across the merger-control and corporate workstreams, working with specialist competition counsel where required. Our assistance include complete M&A advisory, including structuring, due diligence, regulatory compliance advisory, and drafting and finalizing of the transaction documentation.