UAE Law and Practice Contributed by: Alex Saleh, Asad Ahmad, Khaled Abu Orabi and Khaled al-Khashab, GLA & Company
pleted without obtaining clearance from the Minister. From a procedural point of view, a transaction could still be completed without clearance, as the Federal and local authorities will not require it as part of the documents needed to effect a transaction in the pub - lic records and relevant constitutional documents, such as commercial licences, commercial registries, notarised share transfer agreements, etc. There is a clear provision in the Competition Law prohibiting the relevant “undertakings” from con - cluding any transactions during the merger control review period. Obtaining clearance from the Minister is therefore usually included as a condition precedent in the “agreements” of an “economic concentration” transaction, making obtaining clearance a condition for closing the transaction. 2.13 Penalties for the Implementation of a Transaction Before Clearance Failing to comply with the regulatory requirement to suspend the implementation of a transaction during the merger control review, until: • a clearance is obtained; or • the specified deadline expires and consequently a fine of between AED50,000 and AED500,000 will be imposed. 2.14 Exceptions to Suspensive Effect There are no exceptions under the UAE Competition Legislation to the suspensive effect of the regulatory notification. 2.15 Circumstances Where Implementation Before Clearance Is Permitted Implementation before clearance is not permitted under the Competition Law. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There is uncertainty over precisely when the transac - tion must be notified to the Competition Department. The Competition Law states that “economic concen - tration” transactions must be notified at least 90 days before the transaction’s completion.
Practically speaking, notifications should be made shortly after entering into the transaction documents, as it is usually a condition precedent to obtain the regulatory approval prior to closing. In this case, the applicant will comply with both the Competition Law and the Competition Regulations. Failing to notify a reportable “economic concentration” may result in a fine of between 2% and 10% of the turnover generated in the UAE by the relevant “under - taking” during the last financial year being imposed or, if this data is not available, a fine of between AED500,000 and AED5 million being imposed. 3.2 Type of Agreement Required Prior to Notification Cabinet Resolution No 59 of 2026 requires that a copy of the contract or agreement relating to the economic concentration be filed with the application. It does not expressly require that the agreement be binding, although the application must be filed by the parties to the concentration or their duly authorised legal rep - resentative. A less formal document may still support the narra - tive of the transaction, but the regulations expressly require a copy of the contract or agreement related to the economic concentration. In practice, the Ministry may request further documentation if the submitted materials are insufficient. 3.3 Filing Fees Cabinet Resolution No 59 of 2026 sets out a fee for filing an economic concentration approval application and requires that the fee payment receipt be submit - ted with the application. Pursuant to the Fees Resolu - tion, the fee is set at the 0.02% (0.0002) of the total worldwide annual sales value of the Undertakings (parties), participating in the economic concentra - tion, with a maximum of AED150,000. If an applica - tion is withdrawn during preliminary review, the fees collected by the Ministry, the competent authority or the sectoral regulatory body are not refunded. 3.4 Parties Responsible for Filing The filing party depends on the type of economic con - centration under Cabinet Resolution No 59 of 2026:
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