UAE Law and Practice Contributed by: Ahmed Ibrahim, Malack El Masry and Maryam Quadri, IN’P IBRAHIM .N. PARTNERS
2.3 Restrictions on Foreign Investments The amendments to the CCL now permit 100% for - eign ownership of certain onshore companies. The change follows the publication of amendments to the CCL on 30 September 2020, which generally removed the requirement for a UAE national to own at least 51% of the shares in the capital of a UAE company. The amendments also removed the require - ment for branches of foreign companies in the UAE to appoint a UAE national agent, for most activities. Subject to certain other approvals, the CCL also grants discretion to the relevant DED in each emirate to permit 100% foreign ownership in other types of activities. Applications of this nature are considered on a case-by-case basis. Wholly foreign-owned companies will not be subject to higher fees or have greater guarantee or share capi - tal requirements than would be the case for a UAE- owned or part-owned company. These changes to foreign ownership rules are appli - cable equally to both new and existing companies. 2.4 Antitrust Regulations The Federal Decree-Law No 36 of 2023 on the Reg - ulation of Competition (the New Law) is the current primary antitrust regulation applying to business com - binations in the UAE. The New Law was issued on 29 December 2023, replacing Federal Decree-Law No 4 of 2012 (the Old Law). The New Law provides a comprehensive and robust legal framework aimed at fostering fair competition, preventing monopolistic practices, and protecting consumer welfare. To date, the New Law’s executive regulations have not been issued and accordingly the Cabinet Resolution No 37 of 2014 on the Executive Regulations of the Old Law still applies, to the extent the provisions do not contradict the New Law. On 20 January 2025, the Cabinet issued Ministerial Decree No 3 of 2025 (the Decree), which sets out the criteria for what constitutes an economic concen - tration requiring prior approval from the Ministry of Economy. The decree was published in the Official
• the Ministry of Economy for private joint-stock companies; • the Capital Markets Authority (CMA) for listed joint- stock companies; • the relevant stock exchange market (in this case, the Abu Dhabi Securities Exchange or Dubai Finan - cial Market – the “Market”) for any listed joint stock companies; • the Competition Regulation Committee (CRC) of the UAE Ministry of Economy; • UAE Central Bank (CB) for banks and licensed financial companies; and • the notary public for all types of companies in the mainland Emirates, as notarisation is required for the completion of most M&A transactions. The vast majority of onshore companies – that is, companies registered in the UAE outside the free zones – are regulated by the CCL, which came into force on 2 January 2022. Part 7 of the CCL sets out the rules for the transformation and merger and acqui - sition of companies. Yet some onshore companies, such as companies wholly owned by UAE federal or local governments, follow regulations that may differ from the CCL. In addition to the CCL, private joint stock companies (PrJSCs) are also regulated by additional ministerial decrees, namely Decree No 137 of 2024 (as amend - ed). The decree has specific provisions that govern the acquisition of shares in PrJSCs. Companies registered in a free zone are not necessar - ily governed by the CCL. Where corporate regulations have been issued for a free zone, the CCL applies only where a matter is not covered in the free zone corporate regulations. Certain free zone authorities (ie, those of the Dubai International Financial Centre and the Abu Dhabi Global Market) have been provided with comprehensive regulatory powers with an explicit exemption from the CCL. Other free zone authorities have less legislative authority; however, while the scope may vary, corpo - rate regulations exist for all free zones. Aside from corporate legislation, in the CCL, the Civil Code and the Commercial Code, sector-specific rules may also impact M&A activity in certain industries.
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