A UAE deal must be notified for merger clearance when the parties' combined annual sales in the relevant UAE market exceed AED 300 million, or their combined share of that market exceeds 40%, under Cabinet Decision No. 3 of 2025. Most small deals fall below both tests, but check before signing.
What are the thresholds?
Combined UAE sales in the relevant market above AED 300 million in the last financial year, or a combined market share above 40% (National Law Review).
Which deals count?
Acquisitions of shares or assets that give control, mergers and some joint ventures. Minority stakes with veto rights can amount to control.
How does merger control affect timing?
A notifiable deal cannot close until cleared, so the long-stop date in the share purchase agreement must allow for review. Build the filing into the timetable at the term-sheet stage.
What tax checks belong in the same deal?
Corporate tax registrations and returns, VAT history, free zone status, related-party pricing and losses that may not survive a change of ownership. The target's 9% tax profile above AED 375,000 affects valuation (Cabinet Decision No. 116 of 2022).
Worked example: two distributors combine
Distributor A sells AED 210 million of medical consumables in the UAE; distributor B sells AED 120 million. Combined UAE sales in that market are AED 330 million, above the AED 300 million threshold, so the deal is notifiable even if their combined market share is only 25% (National Law Review).
Timetable implications
Build clearance into the share purchase agreement as a condition, allow time for questions from the regulator, and do not integrate operations before clearance. Prepare market data early: defining the relevant market is where most of the work sits.
Frequently asked questions
Do small acquisitions need clearance?
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Only if they meet a threshold in the relevant UAE market.
Who reviews UAE mergers?
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The Ministry of Economy receives the filing and grants clearance.
Can a notifiable deal close before clearance?
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No. Notification is mandatory and clearance is required, so build it into the deal timetable as a condition to completion.
Do both thresholds need to be met?
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No. Either the turnover threshold or the market-share threshold triggers notification.
Sources
- New thresholds for merger filings in the UAE (Cabinet Decision No. 3 of 2025) — National Law Review. Checked 17 October 2026.
- Cabinet Decision No. 116 of 2022 on the annual Taxable Income subject to Corporate Tax (AED 375,000) — UAE Ministry of Finance. Checked 16 October 2026.