UAE Competition Rules 2026: What Joint Venture, Collaboration and M&A Lawyers Need to Know

The UAE competition-law framework is entering an important procedural transition in 2026. Federal Decree-Law No. 36 of 2023 Regarding the Regulation of Competition has applied since 29 December 2023, while Cabinet Resolution No. 3 of 2025 established the current notification thresholds for economic-concentration transactions.

Cabinet Resolution No. 59 of 2026 introduces updated Executive Regulations governing economic-concentration applications, exemption requests, complaints and competition investigations. The Resolution was issued on 20 April 2026, published in the Official Gazette on 30 April 2026 and will enter into force on 30 July 2026. It will replace Cabinet Resolution No. 37 of 2014.

For businesses, investors and transaction teams, the new Regulations provide more detailed filing procedures, documentary requirements and review mechanisms. They do not, however, replace the need to determine whether a transaction falls within the statutory definition of an economic concentration and whether either of the applicable notification thresholds is met.

Quick-answer summary for transaction teams:

• A qualifying economic concentration that would affect the level of competition in the relevant market must be notified where either the total annual sales of the relevant undertakings in the relevant UAE market exceeded AED 300 million during the previous financial year, or their combined share exceeded 40% of total transactions in that market.
• A joint venture is not automatically an economic concentration. The arrangement must be assessed against the statutory transfer-and-control test.
• A notifiable economic concentration must not be completed before approval. A failure to comply may result in fines calculated by reference to the relevant undertaking’s UAE sales or service revenue.

Background: Federal Decree-Law No. 36 of 2023 and Cabinet Resolution No. 59 of 2026

Federal Decree-Law No. 36 of 2023 replaced Federal Law No. 4 of 2012 and has applied since 29 December 2023. It regulates restrictive agreements, abuse of a dominant position, abuse of economic dependence, predatory pricing and economic-concentration transactions.

The Decree-Law applies to economic activities carried out within the UAE and may also apply to economic activities conducted outside the UAE where they affect competition within the country. Certain activities and undertakings may be excluded where sector-specific competition legislation applies or where a qualifying government-owned undertaking has been formally excluded.

Cabinet Resolution No. 59 of 2026 establishes updated procedures for implementing the Decree-Law. From 30 July 2026, it will regulate the submission and review of exemption requests, economic-concentration applications, complaints and investigations. It will also repeal the previous Executive Regulations issued under Cabinet Resolution No. 37 of 2014.

The new Resolution does not introduce UAE merger control for the first time. A pre-completion economic-concentration regime already existed under the previous legislation. The 2026 Resolution updates and expands the procedural framework under the 2023 Decree-Law.

Key Definitions to Know

• Undertaking. Any person engaged in an economic activity, including an associated person or an association of such persons, regardless of legal form. The definition includes the undertaking’s head office, branches and representative offices.

  Agreement. The statutory definition is broad and includes agreements, arrangements, consortia, practices, cooperation between undertakings and decisions of associations of undertakings. It covers written, oral, express, implied, public and confidential arrangements.

  Economic concentration. Any act resulting in the complete or partial transfer, through merger or acquisition, of ownership or usufruct rights in property, rights, equity, shares or obligations, where the transaction enables an undertaking or group of undertakings to exercise direct or indirect control over another undertaking or group of undertakings.

  Dominant position. A position that enables an undertaking, either individually or together with other undertakings, to control or influence the relevant market. Cabinet Resolution No. 3 of 2025 establishes a 40% market-share threshold for determining dominance, without excluding the separate statutory ability-to-influence test.

  Relevant market. The relevant market has both a product and a geographic dimension. The product market includes goods or services regarded as interchangeable or substitutable by reason of their price, characteristics and intended use. The geographic market is the physical or digital area in which supply and demand converge and competition conditions are similar or homogeneous.

Timeline of Adoption and Key Dates

29 December 2023: Federal Decree-Law No. 36 of 2023 entered into force.

31 March 2025: Cabinet Resolution No. 3 of 2025 entered into force, establishing the current economic-concentration notification thresholds and the 40% dominant-position threshold.

20 April 2026: Cabinet Resolution No. 59 of 2026 was issued.

30 April 2026: Cabinet Resolution No. 59 of 2026 was published in Official Gazette No. 822.

30 July 2026: Cabinet Resolution No. 59 of 2026 will enter into force and replace Cabinet Resolution No. 37 of 2014.

Transaction teams should distinguish between the substantive rules already applying under Federal Decree-Law No. 36 of 2023 and the updated procedural rules that will apply under Cabinet Resolution No. 59 of 2026 from 30 July 2026.

Practical note: The distinction between competition law and UAE company law, principally Federal Decree-Law No. 32 of 2021 on Commercial Companies, as amended, is important. Company law governs matters such as corporate formation and governance, whereas competition law regulates market conduct, anti-competitive agreements and economic concentrations. Both regimes may apply to the same joint venture or acquisition; transaction teams should therefore conduct parallel compliance reviews.

Economic-Concentration Control in 2026: Thresholds, Filing Tests and Procedures

Federal Decree-Law No. 36 of 2023 establishes a mandatory and suspensory approval regime for qualifying economic-concentration transactions. A transaction must first fall within the statutory definition of an economic concentration. Approval is then required where the transaction would affect competition in the relevant market and either of the applicable notification thresholds is met.

The relevant undertakings must submit the application at least 90 days before completion. During the statutory review period, they may not take steps to complete the economic-concentration transaction.

Who Must Submit the Application?

The party responsible for submitting an application depends on the structure of the economic-concentration transaction.

In an acquisition, the application must be submitted by the acquiring undertaking or by its legal representative acting under a duly authenticated special power of attorney.

In a merger or joint venture that constitutes an economic concentration, the application must be submitted by all parties concerned or by one undertaking authorised by the other parties under a duly authenticated special power of attorney.

The Regulations therefore do not invariably require each merger or joint-venture party to make a separate filing. The parties may authorise one undertaking to submit the application on their behalf.

Filing Thresholds

Cabinet Resolution No. 3 of 2025 establishes two alternative notification thresholds. A qualifying economic-concentration transaction is subject to the approval requirement where either:

• the total annual sales of the relevant undertakings in the relevant market within the UAE exceeded AED 300 million during the previous financial year; or
• the combined share of the relevant undertakings exceeded 40% of the total transactions in the relevant UAE market during the previous financial year.

The thresholds are alternative. It is sufficient for either the annual-sales threshold or the market-share threshold to be exceeded.

The calculation must be connected to the relevant market within the UAE. The legislation does not currently contain comprehensive published rules addressing every issue concerning group-wide turnover, intra-group revenue, portfolio-company attribution or the geographic allocation of revenue. Transactions involving complex corporate groups or cross-border revenue streams should therefore be assessed individually.

A transaction falling below both thresholds is not subject to mandatory notification under Article 12 solely because the market is concentrated. However, the transaction and the parties’ conduct may still require consideration under the provisions governing restrictive agreements, abuse of dominance and other anti-competitive practices.

Joint Ventures and Collaboration Agreements: What Triggers UAE Competition Law Risks

Joint Ventures: Economic-Concentration and Restrictive-Agreement Analysis

A joint venture may raise issues under both the economic-concentration provisions and the rules governing restrictive agreements. The first question is whether the proposed arrangement falls within the statutory definition of an economic concentration.

The analysis should determine whether the joint-venture arrangement results in a qualifying transfer of ownership, usufruct rights, property, rights, equity, shares or obligations and whether that transfer enables one or more undertakings to exercise direct or indirect control over another undertaking or group of undertakings.

Cabinet Resolution No. 59 of 2026 recognises that a joint venture may form part of an economic-concentration transaction and specifies who must submit the application in that situation. It does not, however, establish a separate “full-function joint venture” test or provide that every autonomous joint venture automatically constitutes an economic concentration.

Where a joint venture does not constitute an economic concentration, the parties must still assess its contractual and operational arrangements under the restrictive-agreement provisions. Particular attention should be paid to price coordination, market or customer allocation, production limitations, exclusivity, information exchange and restrictions on market entry.

The classification therefore depends on the legal and commercial substance of the proposed arrangement, not merely on whether the joint venture has employees, assets, a separate management team or an indefinite duration.

Structuring and Competition-Law Safeguards

Joint-venture and collaboration structures should be reviewed on their actual legal and economic effect. The parties should not rely on labels or artificial limitations intended solely to avoid the economic-concentration rules.

Transaction documents should clearly identify:

• the assets, rights, shares and activities being transferred or contributed;
• the governance rights granted to each party;
• whether any party obtains direct or indirect control;
• the commercial scope of the joint venture;
• the extent of any exclusivity or non-compete obligations;
• the categories of information that may be exchanged; and
• the safeguards preventing the use of competitively sensitive information outside the legitimate scope of the joint venture.

Information barriers and clean-team arrangements may reduce information-exchange risks where the parties are competitors. They do not, however, determine whether the transaction constitutes an economic concentration or remove a notification obligation that otherwise applies.

Sample Red Flags in Term Sheets

Deal teams reviewing JV or collaboration term sheets should flag the following provisions for competition-law review:

• Exclusive supply or distribution obligations that foreclose competitors from accessing a market or channel.
• Price-setting, minimum resale-price or pricing-alignment clauses that may restrict the parties’ independent pricing decisions.
• Customer or territorial allocation provisions that divide markets between the JV parents.
• Non-compete clauses that extend beyond the scope reasonably necessary to protect the JV’s business or that apply after termination of the collaboration.
• Information-sharing provisions that allow future pricing, capacity or strategic plans to be exchanged between competitors without clean-team safeguards.
• Veto rights over competitive activity that give one parent the ability to block the other’s independent market conduct.

Illustrative lower-risk wording: “Each Party shall establish and maintain information barriers to ensure that Competitively Sensitive Information received in connection with the JV is disclosed only to authorised personnel on a need-to-know basis and is not used for any purpose outside the scope of the JV.”

Illustrative higher-risk wording: “The Parties shall share all business plans, pricing strategies and customer lists to ensure alignment of the JV’s commercial approach with the Parties’ broader market strategies.” This wording creates a clear risk of facilitating anti-competitive coordination between competing parties.

Deal Process and Statutory Review Periods

The UAE legislation does not formally divide economic-concentration review into “Phase I” and “Phase II.” Transaction documents and closing timetables should instead reflect the statutory filing and review periods.

Practical Workflow for Transaction Teams

1. Initial competition assessment. Determine whether the transaction involves a qualifying transfer that confers direct or indirect control and therefore constitutes an economic concentration.

2. Relevant-market assessment. Identify the relevant product and geographic markets and assess the parties’ annual sales and market shares within the UAE.

3. Threshold assessment. Determine whether the AED 300 million annual-sales threshold or the 40% market-share threshold is exceeded.

4. Transaction-document drafting. Where approval may be required, include an appropriate condition precedent, cooperation obligations, responsibility for preparing the application and a realistic long-stop date.

5. Submission. The application must be submitted at least 90 days before completion of the economic-concentration transaction.

6. Formal examination. From 30 July 2026, the Ministry, relevant authority or sectoral regulatory authority must formally examine the application and supporting documents within 10 working days. This period may be extended once for a similar period.

7. Additional information. Where documents or information are incomplete, the authority may require the parties to submit additional documents within a specified period not exceeding 10 working days from the date of notification.

8. Substantive review. Following completion of the formal examination, the authority assesses the transaction’s positive and negative effects on the relevant market.

9. Decision period. For applications handled by the Ministry, the Minister or authorised representative must issue a decision within 90 days after receipt of a complete application. The period may be extended by a further 45 days. Where a relevant authority or sectoral regulatory authority has jurisdiction, the application is handled by the competent decision-making authority in accordance with the applicable coordination rules. The review period may be interrupted in the circumstances specified by the Decree-Law, including certain information requests, technical opinions and stakeholder objections.

10. Decision and closing. The transaction may be approved, approved subject to conditions or obligations, rejected, or found not to satisfy the statutory filing conditions. The transaction must not be completed while approval remains pending. Failure to issue a decision within the prescribed period is treated as a rejection, not an approval.

Competition Compliance and Drafting: Clauses and Safeguards

Effective competition compliance under UAE competition law begins at the drafting stage. Clauses in JV agreements and collaboration contracts must be designed from inception to withstand regulatory scrutiny and to avoid classification as anti-competitive agreements under Federal Decree‑Law No.36 of 2023.

Compliance Checklist for Commercial and Operational Clauses

• Information-sharing clauses. Restrict the scope of shared data to what is strictly necessary for the JV’s operations. Exclude forward-looking pricing, bidding strategies and individual customer data. Mandate clean-team arrangements where the JV parents are competitors.
• Non-compete provisions. Limit the geographic scope and duration to what is directly related to and necessary for protecting the JV’s business. Overly broad or indefinite non-competes may be treated as market-allocation agreements.
• Exclusivity clauses. Ensure that any exclusivity granted to or by the JV is proportionate and time-limited. Blanket exclusivity across all product lines or territories raises significant competition risk.
• Governance and veto rights. Assess whether reserved-matter or veto rights confer direct or indirect control over the joint venture or another undertaking. Separately assess whether those rights restrict a parent’s independent competitive conduct outside the legitimate scope of the joint venture.
• Termination provisions. Include clear sunset clauses for restrictive covenants upon exit. Post-termination non-competes should be narrowly scoped and time-limited.

Illustrative lower-risk clause: information barriers: “No Competitively Sensitive Information shall be disclosed to any representative of a Party who is not a member of the designated Clean Team. Each Party shall maintain a written Clean Team Protocol, a copy of which shall be provided to the JV Board prior to the Effective Date.”

Illustrative higher-risk clause: unrestricted data sharing: “The Parties shall exchange all market data, including current and prospective pricing, to ensure seamless coordination of the JV’s commercial strategy.” This provision creates a direct risk of facilitating price coordination between competing parents.

Penalties and Regulatory Consequences

Federal Decree-Law No. 36 of 2023 establishes significant penalties for failure to comply with the economic-concentration and substantive competition rules.

A violation of the economic-concentration notification and approval requirements may result in a fine of between 2% and 10% of the annual UAE sales of goods or service revenue connected with the violation during the previous financial year. Where that amount cannot be calculated, the fine ranges from AED 500,000 to AED 5 million.

Violations involving restrictive agreements, abuse of dominance, abuse of economic dependence, predatory pricing and specified exemption requirements may result in a fine of at least AED 100,000 and up to 10% of the undertaking’s total annual UAE sales during the previous financial year. Where the relevant sales cannot be calculated, the fine ranges from AED 500,000 to AED 5 million.

Preventing officials from carrying out their duties, withholding relevant information, providing misleading information or destroying information may result in a fine of between AED 50,000 and AED 500,000.

Following conviction, a court may also order the closure of the undertaking for between three and six months and may order publication of the judgment at the violator’s expense.

The Decree-Law permits approval, conditional approval, rejection and cancellation of approval in specified circumstances. It does not expressly provide in these provisions for personal liability of company officers, automatic invalidity of the agreement, divestiture or an administrative order requiring a completed transaction to be unwound. Those consequences should therefore not be stated as express remedies under the cited competition legislation.

How to Seek an Exemption

Federal Decree-Law No. 36 of 2023 allows an undertaking to seek an exemption for an agreement or practice where it can demonstrate that the arrangement is necessary to promote economic development, improve performance and competitiveness, develop production or distribution systems, or provide benefits to consumers.

The agreement or practice must not impose limitations or restrictions exceeding what is necessary to achieve those objectives and must not completely eliminate competition in the relevant market or a significant part of it.

From 30 July 2026, Cabinet Resolution No. 59 of 2026 will prescribe the supporting information and procedural requirements for exemption applications. The applicant must provide prior notification and submit a written undertaking not to engage in the agreement or practice forming the subject of the exemption application until the reasoned decision is issued.

Businesses considering potentially restrictive collaboration arrangements should evaluate the exemption requirements before implementation and prepare a clear economic and legal justification supported by appropriate market evidence.

Practical Checklists and Playbooks for In-Deal Use

Pre-Deal Screening Checklist

• Determine whether the transaction involves a qualifying transfer of ownership, rights, shares, assets or obligations.
• Assess whether the transaction grants direct or indirect control over another undertaking or group of undertakings.
• Identify the relevant product and geographic markets.
• Calculate the relevant undertakings’ annual sales in the relevant UAE market.
• Assess their combined share of transactions in the relevant UAE market.
• Determine whether either the AED 300 million annual-sales threshold or the 40% market-share threshold is exceeded.
• Consider whether a sector-specific competition regime or statutory exclusion applies.
• Assess horizontal, vertical and conglomerate relationships between the parties.
• Include a competition-approval condition precedent where required.
• Prevent implementation of the economic concentration before approval.

Joint-Venture Term-Sheet Drafting Checklist

• Identify precisely what assets, shares, rights, obligations and business activities will be transferred or contributed.
• Determine whether the governance arrangements confer direct or indirect control.
• Define the joint venture’s permitted activities and commercial scope.
• Review veto and reserved-matter rights for both control and competition-law implications.
• Restrict information exchange to information objectively required for the joint venture.
• Establish clean-team or information-barrier arrangements where the parties compete.
• Review exclusivity, non-compete and supply obligations for necessity, scope and duration.
• Avoid price coordination, customer allocation, territorial allocation and restrictions on the parents’ independent competitive conduct.
• Include responsibility for any required economic-concentration application.
• Prevent implementation or premature operational integration before approval.

Red-Flag Risk Matrix

Closing Checklist, Competition Clearance Conditions Precedent

• Confirm that all required competition filings have been made and acknowledged as complete by the competent authority.
• Verify that clearance (unconditional or conditional) has been obtained and that any conditions have been documented.
• Ensure that no aspect of the economic concentration has been implemented prior to clearance (no gun-jumping).
• If conditional clearance: confirm that remedy commitments are reflected in the transaction documents and operational plans.
• Archive all filing correspondence, clearance decisions and supporting economic analyses for post-closing compliance records.

Conclusion and Next Steps for Deal Teams

Cabinet Resolution No. 59 of 2026 represents an important procedural development in the UAE competition-law framework. From 30 July 2026, it will introduce updated procedures and documentary requirements for economic-concentration applications, exemptions, complaints and investigations.

Transaction teams should begin by determining whether a proposed arrangement constitutes an economic concentration under the statutory transfer-and-control definition. Where it does, the parties must assess whether either the AED 300 million annual-sales threshold or the 40% market-share threshold is met.

Joint ventures and commercial collaborations also require a separate review under the restrictive-agreement rules, particularly where the arrangements involve pricing, customer or territorial allocation, exclusivity, production restrictions or exchanges of competitively sensitive information.

Competition-law analysis should therefore begin at an early stage of the transaction and should be reflected in the structure, timetable and contractual documentation.

For specialist guidance on structuring transactions that comply with the 2026 framework, consult the Global Law Experts lawyer directory for the United Arab Emirates.

Sources

1. UAE Legislation Portal, Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition
2. UAE Legislation Portal, Cabinet Resolution No. 3 of 2025 Regarding the Ratios Related to the Implementation of Federal Decree-Law No. 36 of 2023 Regarding Regulating Competition
3. UAE Legislation Portal, Cabinet Resolution No. 59 of 2026 Regarding the Executive Regulations of Federal Decree-Law No. 36 of 2023 Regarding the Regulation of Competition
4. UAE Ministry of Economy & Tourism, Regulation of Competition Legislations