Client Alert: UAE Introduces New Economic Concentration Thresholds

On 31 March 2025, Decision No. (3) of 2025 issued on 20 January 2025 by the United Arab Emirates (“UAE”) Cabinet of Ministers (the “Decision”) came into effect. The Decision supplements Federal Decree-Law No. (36) of 2023 on the regulation of competition (the “Competition Law”) and establishes specific thresholds that trigger mandatory merger control filing for Economic Concentrations1 with a nexus to the UAE. 

Minimum Thresholds for Filing: 

Entities involved in Economic Concentrations with a nexus to the UAE must now submit a prior merger control filing to the Ministry of Economy at least ninety (90) days before completing their transaction if either of the following thresholds is met: 

1. Turnover threshold: where the total annual sales value of the parties involved in the transaction in the “Relevant Market”2 within the UAE exceeds 300 million AED during the last fiscal year; or 

1. Market Share threshold: where the total market share of the parties involved in the transaction exceeds 40% of the total transactions in the “Relevant Market” within the UAE during the last fiscal year. 

The above thresholds are measured on a combined basis across all parties involved in the transaction, and within the defined “Relevant Market” in the UAE. This means that a transaction involving two entities, each below the individual threshold, may still be notifiable if their combined figures exceed the applicable limits. 

Clarification on Dominant Position: 

The Decision provides clearer guidance on what constitutes a Dominant Position under the UAE competition regime. An undertaking is considered to hold a Dominant Position if it, either independently or jointly with other establishments, accounts for more than 40% of the total transactions in the Relevant Market within the UAE. 

Holding a Dominant Position is not, in itself, a violation of the law. However, entities in such a position are subject to stricter scrutiny and are prohibited from engaging in conduct that could distort, restrict, or prevent competition. This includes, for example, unfair pricing strategies, refusal to deal, or imposing conditions that disadvantage competitors or consumers. The objective is to prevent dominant entities from abusing their market power in a way that harms the competitive landscape.  

Penalties for Non-Compliance: 

Failure to adhere to the notification obligations under the Decision may result in substantial penalties, including fines ranging from 2% to 10% of the annual sales of goods or services involved, based on the total revenue generated in the UAE during the previous fiscal year.  

Looking Ahead:  

The recent amendments to the UAE competition regime, particularly the introduction of a turnover-based filing threshold under the Decision, aligns the UAE merger control regime with international and regional practices.  

This development will likely result in a wider range of transactions having a nexus to the UAE falling under regulatory scrutiny. The practical application of these thresholds will ultimately depend on how they are interpreted and enforced, particularly once further regulatory guidance is issued. 

However, companies should not wait for full regulatory certainty to begin evaluating their compliance obligations. The onus is now on entities to adopt a more strategic and data-driven assessment of their operations in the UAE, considering both revenue and market influence. 

How We Can Help:  

At Meysan, our antitrust team is ready to assist with transaction assessments and ensuring compliance with the new Decision. For specific legal advice tailored to your circumstances, please contact our office. 

This alert is for informational purposes only and does not constitute legal advice.