UAE M&A Regulations: Navigating the 2025 Compliance Landscape for Successful Deals
Big changes are happening in the UAE’s business world. The economy is growing fast. New sectors are booming. Foreign investment is pouring in. And with it, business acquisitions UAE are picking up speed.
But here’s the catch; 2025 is bringing in fresh rules. If you’re a business owner, you need to know what’s changing. The right move could lead to a strong deal. A wrong one could cost you big.
The new M&A regulations aren’t just legal updates. They’re reshaping how deals are planned, reviewed, and closed. Whether you’re buying, selling, or merging, understanding these changes is no longer optional. It’s key to staying ahead.
The Regulatory Overhaul: Understanding the 2025 Competition Law
Big news for businesses in the UAE. A new law is changing how competition works across the country. It’s called Federal Decree-Law No. 36 of 2023—and it matters.
This law replaces the old competition rules. It’s sharper, clearer, and more in line with global standards. If you run a business in the UAE or even outside it but serve UAE customers—you need to know what’s inside.
What’s the goal?
- More fair play. The law wants a level field. No shady deals. No price fixing. No market control by giants.
- Stronger competition. Healthy competition leads to better services, better prices, and more innovation.
- Global standards. The UAE wants its market to look and feel like Europe or other leading economies.
What does it mean for your business?
- Wider reach. The law applies even if your company is based abroad—if you’re targeting the UAE market, you’re in.
- Merger rules got tighter. Thinking of merging or acquiring? You might need government approval now.
- Big fines. Break the rules? You could pay up to 10% of your annual revenue.
- Closer monitoring. A new committee is watching deals more closely. They’ll step in if something looks off.
This isn’t just legal stuff. It’s about how you plan your next move. One wrong step can slow your deal—or shut it down.
So if you’re thinking about mergers and acquisitions UAE 2025, start with this law. Know the rules. Play smart. Win big.
Defining 'Economic Concentration': Scope and Implications
Let’s talk about a key term in the new law – economic concentration. It Sounds technical for newcomers but don’t worry. It’s simple once you break it down.
What does it mean?
Economic concentration happens when companies come together and gain control. This includes:
- Mergers – when two companies join and become one.
- Acquisitions – when one business buys another.
- Joint ventures – when companies team up to create a new business.
- Control deals – when a company gets the power to make big decisions in another company.
If any of these deals lead to one player getting too strong in the market, the government wants to take a look.
Why does it matter?
The goal is to protect competition. The law doesn’t ban these deals, but it checks them. If your deal gives you too much power, it may be blocked or adjusted.
What about deals outside the UAE?
The law applies to foreign deals too. This is a big shift. Now, if your transaction happens abroad but affects the UAE market (like pricing, supply, or customer options), it can fall under this law.
So even if your headquarters are in London or Singapore, but you serve UAE clients then this law might apply to you.
If you’re planning a merger or a deal that shifts control, check if it qualifies as economic concentration. If it does, you may need to notify the Ministry of Economy. Skipping this step could delay your deal or even worse.
This is about staying safe, fast, and compliant in 2025. Know the limits. Plan smart.
Thresholds for Notification: Turnover and Market Share
Not every deal needs government approval. But some do. And the line is clear.
When do you need to notify?
If your deal hits certain numbers, you must tell the Ministry of Economy before moving forward. These are called notification thresholds.
Here are the two big ones:
- Turnover threshold: If the companies involved made more than AED 300 million in combined sales inside the UAE last year, you need to notify.
- Market share threshold: If the deal gives you over 40% of the market share in a specific sector, you also need to notify.
But what’s the “relevant market”?
That’s where it gets tricky. The “relevant market” is the exact part of the economy your business operates in. For example, selling bottled water is different from selling beverages in general. The law looks closely at things like:
- Type of product or service
- Customer group
- Geographic area
- Competitors offering similar options
Figuring this out isn’t always easy. That’s why many businesses get expert help when defining their market.
Why it matters
If you cross the line and don’t notify, your deal could get delayed—or blocked. Worse, you could face heavy fines.
So before signing anything, check your numbers. Know your market. And make sure your deal doesn’t skip any legal steps.
The Notification Process: Timelines and Procedures
Closing a deal in the UAE means following a procedure. If your transaction meets the thresholds, you must notify the Ministry of Economy (MoE) at least 90 days before completing the deal.
What happens after you notify?
Once you submit your notification, the MoE has 90 days to review your application. This period can be extended by 45 days, and further extensions are possible if the MoE requests additional information. LinkedIn
During the review, the MoE will:
- Assess the impact of your transaction on market competition.
- Possibly publish a brief description of the transaction on its website and invite feedback from interested parties. UAE LegislationWhite & Case
What decisions can the MoE make?
After the review, the MoE can:
- Approve the deal unconditionally.
- Approve with conditions to address competition concerns.
- Reject the deal if it harms market competition.
- Decline jurisdiction if the transaction doesn’t meet the filing criteria.
What if the MoE doesn't respond in time?
Under the new law, if the MoE doesn’t issue a decision within the review period, your transaction is deemed rejected. The National Law Review
Bottom line?
- Plan ahead: Start the notification process early to accommodate potential delays.
- Stay responsive: Promptly provide any additional information the MoE requests.
- Monitor timelines: Keep track of the review period to avoid unintended rejections.
Navigating the notification process carefully ensures your deal stays on track and compliant.
Sectoral Exemptions and Pending Clarifications
Previously, certain sectors like telecommunications and energy enjoyed blanket exemptions. Not anymore.
What's changed?
The new law removes broad exemptions. Now, only entities specified by a Cabinet decision (for federal entities) or a local government decision (for emirate-owned entities) are exempt. This means many businesses previously exempt may now fall under the law’s scope.
What's next?
The Implementing Regulations will provide detailed guidance on.
- Which sectors or entities are exempt.
- How to apply for exemptions.
- Procedures for compliance.
Until then, businesses should stay informed and consult legal experts to navigate these changes.
Strategic Considerations for M&A in the New Regulatory Environment
The UAE’s updated competition law introduces new challenges for dealmakers. To navigate this landscape effectively, consider the following strategies:
1. Talk to Regulators Early
The Ministry of Economy needs 90 days to review deals that hit certain thresholds. Don’t wait. Start the conversation early. It helps spot issues fast and keeps things moving.
2. Dig Deep with Due Diligence
Now’s not the time to skim the surface. Check the target’s numbers, contracts, and market share. You need the full picture to avoid delays—or worse, deal breakers.Mondaq
3. Adjust Deal Timelines
Given the extended review periods, build flexibility into your transaction timelines. Account for potential delays due to regulatory reviews and be prepared to adjust closing dates accordingly.
4. Evaluate Transaction Structures
Reassess your deal structures in light of the new AED 300 million turnover and 40% market share thresholds. Consider alternative arrangements, such as joint ventures or minority investments, that may fall outside the scope of mandatory notification.
Emerging Trends in the UAE M&A Landscape
The UAE’s M&A scene is evolving, with several notable trends:
1. Sectoral Focus
Tech, healthcare, and green energy are heating up. These sectors match the UAE’s push for innovation and sustainability. If you’re in, now’s the time to grow or merge. PwC
2. Sovereign Wealth Funds (SWFs) Driving Deals
Funds like Mubadala and Masdar aren’t sitting back—they’re leading the charge. Masdar’s recent solar deal in Spain is just one example. Future-focused? They’re already in.. A&O Shearman+2ft.com+2Norton Rose Fulbright+2Reuters
3. Rise of Mid-Market and Cross-Border Transactions
There’s a noticeable shift towards mid-market deals and cross-border transactions. These deals offer agility and access to new markets, appealing to businesses aiming for strategic growth.
Preparing for the Future: Best Practices for Compliance
The new mergers and acquisitions UAE aren’t just legal updates—they change how you do deals.
Here’s how to stay ahead:
1. Set Up a Compliance System
Build a basic internal process. Track your company’s turnover. Watch your market share. If a deal crosses the AED 300 million turnover or 40% market share, you may need to notify the Ministry of Economy. Know that early—don’t wait till the deal is halfway done.
2. Train Your Team
Your staff needs to know the rules too. This includes your legal, finance, and M&A teams.Run quick training sessions. Make sure everyone knows when a deal needs to be reported—and what happens if it’s not.
3. Bring in Advisors Early
Don’t wait for problems. Talk to legal and financial experts early in the deal. They’ll help you check thresholds, file notifications, and avoid fines. More importantly, they’ll help close your deal smoothly. The earlier you involve them, the fewer surprises you’ll face.
How ADEPTS Supports M&A Success in the UAE’s 2025 Regulatory Landscape
M&A deals in the UAE are getting more complex. With new rules and tighter oversight, businesses can’t afford to wing it. That’s where ADEPTS steps in—making sure you stay ahead, stay compliant, and close deals with confidence.
Regulatory Intelligence & Risk Mitigation
The 2025 Competition Law has raised the bar. ADEPTS helps you understand what’s changed and what it means for your deal. We spot compliance risks early, so surprises don’t derail your plans.
Transaction Structuring & Threshold Analysis
Every deal has numbers behind it. We dive into your turnover, market share, and structure to check if your transaction triggers Economic Concentration rules. If it does, we map out your next steps—clearly.
Notification Filing & Ministry Engagement
Not sure how to talk to the Ministry of Economy? Don’t worry—we do it for you. ADEPTS handles the full notification process, from preparing documents to keeping them aligned with MoE’s 2025 expectations.
Due Diligence & Deal Readiness
Hidden red flags? We find them. Our team runs legal, financial, and tax checks to help you avoid costly mistakes. If it’s a go, you’ll move forward ready for any regulatory spotlight.
Sector-Specific Expertise
Some industries still operate in the grey. We know the details that matter in healthcare, energy, tech, and more. ADEPTS guides you through shifting sector-specific rules—especially where exemptions are still unclear.
Post-Deal Integration & Compliance Monitoring
The work doesn’t stop when the deal is signed. ADEPTS helps you stay compliant post-transaction. We support smooth integration, monitor legal risks, and keep your business aligned with UAE regulations.
Conclusion: Get Ready or Get Left Behind
Deals are getting harder. Rules are getting stricter. One mistake can kill your merger or cost you big. 2025 is not the year to guess. Know the law. Check your numbers. File the right way. Don’t wait till it’s too late. If you want your deal to go through fast and clean, get the right team behind you. This is your edge. Use it.
FAQs:
It raises the bar on M&A oversight, especially for cross-border deals. Foreign investors must now assess control, market share, and filing duties more carefully.
Control means having decisive influence over a business’s operations—directly or indirectly—through ownership, voting rights, or contractual powers.
Yes, in some low-risk cases. But eligibility depends on sector, market impact, and turnover size. The MoE decides if a simplified route applies.
You need to assess the combined UAE turnover of all parties. ADEPTS can help run the numbers and confirm if reporting is triggered.
Follow up immediately. Silence isn’t always rejection—but lack of clarity can delay deals. Refile or seek clarification through legal channels.
Yes. Even minority stakes can trigger rules if they lead to effective control or influence. Always assess intent and structure carefully.
The MoE website, legal advisories, and expert partners like ADEPTS offer timely updates, alerts, and regulatory insights tailored to your sector.
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Why it matters
If you cross the line and don’t notify, your deal could get delayed—or blocked. Worse, you could face heavy fines.
So before signing anything, check your numbers. Know your market. And make sure your deal doesn’t skip any legal steps.
