If your business operates in the UAE, competition law compliance is no longer optional it is a boardroom-level risk. The UAE's competition law regulations were fundamentally overhauled with Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (effective 29 December 2023), replacing the previous 2012 regulations with a significantly broader and more stringent regime. Critically, from 31 March 2025, UAE merger control became mandatory and suspensory, meaning businesses must obtain Ministry of Economy clearance before completing qualifying transactions or face fines of 2% to 10% of annual UAE turnover. Many businesses are only now realising the full scope of their obligations.
At Al Adl Legal Consultants, listed in Forbes and based in Dubai's Business Bay, our competition lawyers advise businesses across the UAE on the full spectrum of UAE competition law from proactive compliance programmes and merger control filings to defending investigations, cartel allegations, and abuse of dominance claims before the UAE Competition Regulatory Committee and the UAE Ministry of Economy. We represent clients from 38+ countries across all industries where competition law risk is relevant. Your first consultation is completely free and strictly confidential.
UAE Competition Law 2025 - The New Regulations Every Business Must Know
The UAE competition law landscape has changed dramatically. If your compliance programme, internal policies, or legal advice still references Federal Decree-Law No. 36 of 2023, you are operating under a superseded system. Here is what every business operating in the UAE needs to understand about the current regime.
Federal Decree-Law No. 36 of 2023 - What Changed from the 2012 Law
Federal Decree-Law No. 36 of 2023 on the Regulation of Competition introduced the following significant changes from the previous regulations:
• Mandatory merger control (replacing the previous voluntary notification system): Transactions must be notified and cleared before implementation. The shift from voluntary to mandatory is the most significant change for M&A practitioners.
• New prohibition: Exploiting the economic dependency of a customer who lacks alternative sources for marketing or supply entirely new provision not in the 2012 law.
• New prohibition: Predatory pricing that significantly undercuts costs of production, processing, or marketing with the intent or consequence of excluding competitors.
• Expanded relevant market' definition: Now expressly includes digital markets, any 'digital place where supply and demand converge for a product or service and where competition conditions are similar or homogeneous. Directly relevant to e-commerce, digital platforms, and online services.
• Strengthened enforcement: The Competition Regulatory Committee (CRC) within the UAE Ministry of Economy retains investigative authority with substantially enhanced powers.
• Five-year statute of limitations: Complaints about anti-competitive practices must be filed within five years of the violation.
Ministerial Decree No. 3 of 2025 - Mandatory Merger Control from 31 March 2025
2025 UPDATE: From 31 March 2025, UAE merger control became mandatory and suspensory under Ministerial Decree No. 3 of 2025. Qualifying transactions CANNOT be completed without prior clearance from the Ministry of Economy. Failure to notify attracts fines of 2%-10% of annual UAE turnover.
Ministerial Decree No. 3 of 2025 sets the thresholds that trigger mandatory pre-merger notification. A transaction must be notified to the UAE Ministry of Economy Competition Department if EITHER of the following thresholds is met:
Threshold Type | Trigger | Penalty for Non-Notification |
Turnover Threshold | Total annual UAE sales of ALL parties exceeded AED 300 million (approx. USD 81.6 million) in the last fiscal year | Fines of 2%-10% of UAE annual turnover, or AED 500,000-5,000,000 if turnover is unquantifiable |
Market Share Threshold | Combined market share of parties exceeds 40% of the total UAE market sales in the last fiscal year | Same: 2%-10% of UAE annual turnover OR AED 500,000-5,000,000 |
Dominant Position | A single company holding >40% market share holding dominance is NOT prohibited, but abusing it is | Abuse of dominance: AED 100,000 to 10% of annual UAE turnover |
Key procedural requirements under the mandatory merger control regime: Notification must be filed at least 90 days before completing the transaction. The notification period can be extended for complex cases. The Ministry may impose conditions (remedies) on clearance, including divestitures or access commitments. Failure to notify or completing a transaction before clearance constitutes a per se violation regardless of whether the transaction raises substantive competition concerns.
Penalties for Competition Law Violations in the UAE
Anti-competitive agreements (cartel, price-fixing, market-sharing) | AED 100,000 to 10% of the annual total UAE sales generated during the last fiscal year |
Abuse of dominant position | AED 100,000 to 10% of the annual total UAE sales generated during the last fiscal year |
Predatory pricing | AED 100,000 to 10% of the annual total UAE sales in the last fiscal year |
Failing to notify a qualifying merger | 2%-10% of annual UAE turnover related to the violation, OR AED 500,000-5,000,000 |
False or misleading information to CRC | AED 500,000-5,000,000 (administrative fine) |
Obstruction of CRC investigation | AED 500,000-5,000,000 (administrative fine) |
Statute of limitations | 5 years from the date of the violation, complaints must be filed within this period |
Repeat violations | The court may impose penalties up to double the maximum fine for repeat offenders |
Note: UAE competition law does NOT apply to DIFC or ADGM entities in their capacity as free zone entities (those are subject to DIFC and ADGM own competition rules). However, if a DIFC or ADGM company's conduct affects competition in the UAE mainland market, UAE competition law may still apply.
Al Adl Legal provides comprehensive competition law advisory and litigation services for businesses across the UAE and for international businesses with a UAE nexus. Our competition lawyers are UAE Ministry of Justice licensed advocates with specialist knowledge of Federal Decree-Law No. 36 of 2023 and the 2025 mandatory merger control regime.
Competition Compliance Programmes & Audits
The most effective competition law strategy is prevention. Al Adl's competition lawyers design and implement competition compliance programmes tailored to your industry, market position, and specific risk profile. We conduct compliance audits to identify existing practices that may violate UAE competition law before the UAE Competition Regulatory Committee finds them first.
• Competition law compliance audits: reviewing pricing policies, distribution agreements, customer contracts, and internal communications
• Compliance programme design: policies, procedures, training materials, and internal reporting mechanisms
• Risk assessment reports: identifying anti-competitive practices in commercial agreements and business operations
• Staff training workshops: helping commercial teams recognise and avoid cartel conduct and abuse of dominance
• Annual compliance reviews: updated for regulatory changes, including Ministerial Decree No. 3 of 2025, mandatory merger control
• Competition law due diligence for commercial transactions: reviewing the target company's compliance history and risk exposure
Merger Control Clearance & Economic Concentration Advisory
From 31 March 2025, all qualifying mergers, acquisitions, joint ventures, and asset transactions with a UAE nexus that exceed the turnover or market share thresholds must obtain Ministry of Economy clearance before completion. A failed or delayed clearance can derail an entire transaction. Al Adl's competition lawyers manage the full UAE merger notification process from pre-notification assessment through to final clearance.
• Pre-transaction competition analysis: assessment of whether the AED 300 million turnover or 40% market share thresholds are met
• Preparation and filing of merger control notification with the UAE Ministry of Economy Competition Department
• Market definition analysis and market share calculations for the UAE relevant market
• Responding to Ministry of Economy information requests and managing the 90-day review period
• Negotiating and structuring merger control remedies where required (divestitures, access commitments)
• Joint venture competition assessment: determining whether the JV constitutes an 'economic concentration' subject to notification
• Cross-border M&A coordination: managing UAE clearance alongside other required jurisdictions (KSA, EU, UK, US)
Abuse of Dominance Defence & Advisory
Under Federal Decree-Law No. 36 of 2023, a company holding more than 40% market share in the UAE relevant market holds a 'dominant position and is subject to special obligations. While dominance itself is not prohibited, abusive conduct that restricts, distorts, or prevents competition is. Al Adl advises dominant businesses on compliant market conduct and defends clients facing abuse of dominance investigations.
• Dominant position assessment: market share analysis and determination of the UAE relevant market
• Advisory on permissible conduct for dominant businesses: pricing, access, supply terms, and bundling
• Economic dependency prohibition: advisory on the new 2023 law prohibition on exploiting customers' economic dependency
• Predatory pricing assessment: ensuring below-cost pricing strategies do not fall within the new prohibition
• Representation in abuse of dominance investigations before the UAE Competition Regulatory Committee
• Structuring defences to abuse of dominance allegations: efficiency justifications, objective necessity arguments
Cartel & Restrictive Agreement Defence
Cartel conduct, including price-fixing, market-sharing, bid-rigging, and output restrictions, is among the most seriously prosecuted competition law violations in the UAE, attracting fines of up to 10% of annual turnover. Al Adl's competition litigators defend businesses and individuals facing cartel investigations, challenge the admissibility of evidence, and negotiate settlements with the UAE Competition Regulatory Committee where appropriate.
• Cartel investigation defence: representing businesses and individuals in CRC investigations
• Dawn raid preparedness: training staff on CRC inspection powers and employee rights during investigations
• Leniency application strategy: advising on whether to seek immunity or reduced penalties through cooperation
• Vertical agreement review: assessing distribution, agency, and franchise agreements for restrictive provisions
• Resale price maintenance analysis: reviewing pricing policies and commercial agreements for RPM risk
• Bid-rigging investigations: defending allegations of coordinated tendering in public procurement processes
Unfair Competition & Predatory Pricing Claims
Beyond the formal competition law regime, UAE businesses face civil claims for unfair competition practices including passing off, misuse of trade secrets, misleading advertising, and unfair pricing. Al Adl advises both businesses bringing unfair competition claims and those defending against allegations of unfair market conduct.
• Predatory pricing defence: challenging allegations of below-cost pricing aimed at excluding competitors
• Misleading advertising and false market information claims under competition law
• Trade secret misappropriation and unfair competition claims in commercial litigation
• Market access restriction claims: challenging exclusionary conduct that prevents market entry
• Consumer protection intersection: coordinating competition law and consumer protection compliance
• Regulatory investigation coordination: liaising with UAE Ministry of Economy and sector regulators
Competition & IP - Licensing, Patents & Digital Markets
The intersection of competition law and intellectual property creates some of the most complex legal challenges for technology companies, pharmaceutical businesses, and IP-intensive industries operating in the UAE. Al Adl advises on the competition law implications of IP licensing arrangements, standard-essential patent (SEP) licensing, and digital platform conduct, including how the new 2023 Competition Law's expanded digital market scope applies to your business.
• IP licensing agreement review: ensuring licence terms do not raise competition law concerns
• Standard-essential patent (SEP) licensing: FRAND commitments and competition law compliance
• Patent pool compliance: reviewing patent pool arrangements for anti-competitive restrictions
• Digital platform conduct: advisory on the 2023 Competition Law's new digital market scope
• Technology licensing restrictions: territorial exclusivity, field of use limitations, and price controls
• IP enforcement strategy: ensuring IP enforcement actions do not constitute abuse of dominance
The following table summarises the core provisions of Federal Decree-Law No. 36 of 2023 that businesses operating in the UAE need to understand. Al Adl's competition lawyers advise on all aspects of these regulations.
Provision | What It Prohibits | Al Adl's Advisory |
Restrictive Agreements | Agreements between competitors (horizontal) or supply chain parties (vertical) that restrict competition: price-fixing, market-sharing, output restrictions, bid-rigging, exclusivity terms | Compliance audit of commercial agreements. Vertical agreement block exemption analysis. Cartel investigation defence. |
Abuse of Dominant Position | Conduct by a business with >40% UAE market share that distorts, restricts, or prevents competition: predatory pricing, refusal to supply, discriminatory terms, tying arrangements, economic dependency exploitation | Dominant position assessment. Permissible conduct advisory. Abuse of dominance investigation defence. |
Predatory Pricing | Selling below cost with the intent to exclude competitors or prevent market entry new explicit prohibition under 2023 law | Pricing policy review. Predatory pricing defence. Margin analysis and documentation. |
Economic Dependency Exploitation | Exploiting a customer's economic dependency where the customer lacks alternative supply or marketing sources — entirely new prohibition not in the 2012 law | Customer relationship analysis. Distribution agreement review. Economic dependency exposure mapping. |
Economic Concentration (Merger Control) | Mergers, acquisitions, JVs, and asset transfers exceeding AED 300M UAE turnover OR 40% UAE market share mandatory pre-notification from 31 March 2025 | Pre-transaction assessment. Merger control filing. Market share calculation. Remedy negotiation. |
Digital Market Conduct | Anti-competitive conduct in digital markets - 'digital place where supply and demand converge' is now an expressly recognised relevant market under the 2023 law | Digital platform conducts advisory. Online marketplace competition risk assessment. |
The UAE merger notification process under Federal Decree-Law No. 36 of 2023 and Ministerial Decree No. 3 of 2025 follows a structured timeline. Al Adl manages the full process on behalf of acquirers, targets, and deal counsel.
Stage | What Happens | Al Adl's Role |
1. Pre-Transaction Assessment | Assess whether the transaction triggers mandatory notification: Do combined UAE sales exceed AED 300M? Does combined UAE market share exceed 40%? | Al Adl conducts threshold analysis, relevant market definition, and market share calculation. Provides written opinion on notification obligation. |
2. Pre-Notification Preparation | Prepare all required filing documents: company information, transaction details, market definitions, market share data, competition analysis, and any submissions on remedies | Al Adl prepares the complete notification package in Arabic (required) and English, coordinates with Ministry of Economy Competition Department. |
3. Formal Filing | Submit notification to UAE Ministry of Economy at least 90 days before transaction completion. No fee payable for notification itself. | Al Adl submits the notification and manages all communication with the Competition Department throughout the review period. |
4. Phase I Review | Ministry reviews notification within the statutory period. May request additional information. If no competition concerns: Phase I clearance issued. | Al Adl responds to all Ministry information requests, prepares submissions, and manages timelines to avoid review period extensions. |
5. Phase II (if required) | If transaction raises substantive competition concerns: in-depth Phase II investigation. Ministry assesses market structure, competitive effects, and potential remedies. | Al Adl leads Phase II submissions, economic analysis, and remedy negotiations. Prepares efficiency justification arguments. |
6. Clearance or Conditions | Ministry issues: unconditional clearance; conditional clearance (divestitures, access commitments, behavioural remedies); or prohibition. | Al Adl negotiates remedy packages to secure clearance. Advises on transaction restructuring if required. Manages appeal process against adverse decisions. |
Competition law advice in the UAE requires lawyers who are current on the law and who can provide both strategic advisory and courtroom advocacy when investigations turn into litigation.
UAE Ministry of Justice Licensed Advocates:Al Adl's competition lawyers hold full UAE practising certificates with rights of audience before UAE courts, the Competition Regulatory Committee, and the UAE Ministry of Economy. |
Current Law Expertise: Al Adl's competition practice is built on Federal Decree-Law No. 36 of 2023 and the 2025 mandatory merger control regime. Unlike many advisory pages that still reference the repealed 2012 law, Al Adl's advice reflects the current legal position. |
Mandatory Merger Control Specialists:Since Ministerial Decree No. 3 of 2025 activated the suspensory merger control regime from 31 March 2025, Al Adl has been advising clients on UAE merger notifications and clearance strategies under the new regulations. |
Competition + IP Intersection:Al Adl advises on the increasingly complex overlap between competition law and intellectual property, including the new digital market provisions of Federal Decree-Law No. 36 of 2023 that directly affect technology and digital platform businesses. |
Full-Service: Advisory + Litigation:Al Adl advises on compliance and merger control (preventing problems) and defends clients in CRC investigations and court proceedings (resolving problems). Most boutique competition advisors offer only one or the other. |
Arabic-English Bilingual:Competition law proceedings before the UAE Courts, the Ministry of Economy, and the CRC are conducted in Arabic. Al Adl's bilingual advocates ensure your submissions are legally precise in the language of the forum. |
Forbes-Listed Law Firm:Al Adl Legal's recognition in Forbes provides independent credibility alongside deep local expertise in UAE competition law. |
Absolute Confidentiality:Competition law matters, especially merger control filings and cartel defence, involve highly commercially sensitive information. All client matters are protected by absolute legal professional privilege. |
Business Bay, Dubai:Centrally located near the Ministry of Economy offices and the UAE Courts. Direct access for urgent consultation and document review. |
Free First Consultation:Understand your competition law exposure and the options available before committing to any course of action. No obligation, no fee. |
UAE competition law is primarily governed by Federal Decree-Law No. 36 of 2023 on the Regulation of Competition (effective 29 December 2023), which replaced the previous Federal Law No. 4 of 2012. The 2023 law prohibits: anti-competitive agreements between competing businesses (cartels, price-fixing, market-sharing, bid-rigging); abuse of dominant market position by businesses holding more than 40% UAE market share; economic concentration (mergers and acquisitions) without prior Ministry of Economy clearance if turnover or market share thresholds are met; predatory pricing; and exploitation of economic dependency. The Competition Regulatory Committee (CRC) within the UAE Ministry of Economy oversees enforcement.
Under Ministerial Decree No. 3 of 2025 (effective 31 March 2025), mandatory pre-merger notification to the UAE Ministry of Economy Competition Department is required if EITHER threshold is met: (1) Turnover threshold: the combined total annual UAE sales of all parties to the transaction exceeded AED 300 million (approximately USD 81.6 million) in the last fiscal year; OR (2) Market share threshold: the combined market share of the parties exceeded 40% of total UAE market sales in the last fiscal year. Both thresholds are alternative meeting either one requires notification. The notification must be filed at least 90 days before the transaction is completed.
Federal Decree-Law No. 36 of 2023 imposes significant financial penalties. For anti-competitive agreements, abuse of dominance, and predatory pricing, fines range from AED 100,000 to 10% of total annual UAE sales during the last fiscal year. For merger control violations (failing to notify a qualifying transaction or completing a transaction before clearance): fines of 2%-10% of annual UAE turnover related to the violation, or AED 500,000-5,000,000 if turnover cannot be quantified. Administrative fines of AED 500,000-5,000,000 apply for providing false information to the CRC or obstructing an investigation. Repeat violations may attract doubled penalties.
Yes, with one important exception. Federal Decree-Law No. 36 of 2023 applies to all businesses whose conduct affects competition in the UAE market, regardless of whether they are incorporated in a mainland or free zone jurisdiction. If your JAFZA-based logistics company coordinates pricing with competitors, or if your DMCC trading company engages in market-sharing, UAE competition law applies. The exception: companies operating exclusively within ADGM (Abu Dhabi Global Market) or DIFC (Dubai International Financial Centre) are subject to those free zones' own competition regulations, not the federal law, though if their conduct affects the UAE mainland market, federal law may still apply.
Under Federal Decree-Law No. 36 of 2023, a company holds a 'dominant position' in a market when its market share exceeds 40% of total sales in the relevant UAE market (as established by Ministerial Decree No. 3 of 2025). Holding dominance is not illegal, abusing it is. Prohibited abusive conduct includes: predatory pricing (selling below cost to exclude competitors); discriminating between customers without objective justification; refusing to supply without a legitimate reason; tying and bundling arrangements; reducing output to create artificial scarcity; and exploiting the economic dependency of customers who lack alternative supply sources (a new prohibition introduced in 2023).
Federal Decree-Law No. 36 of 2023 introduced a new prohibition, separate from abuse of dominance on exploiting the 'economic dependency' of a customer who lacks alternative sources for marketing or supply. This is particularly relevant for businesses that supply unique or essential products or services where customers have no realistic alternative. Unlike the dominance threshold (40% market share), economic dependency can arise even without formal market dominance. Al Adl advises clients on identifying and managing economic dependency risk in their commercial relationships.
Yes. Federal Decree-Law No. 36 of 2023 expressly expanded the definition of 'relevant market' to include digital markets defined as any 'digital place where supply and demand converge for a product or service and where competition conditions are similar or homogeneous.' This means that e-commerce platforms, online marketplaces, digital advertising networks, app stores, and other digital businesses are expressly within the scope of the UAE competition law. Algorithm-based pricing coordination, digital platform exclusivity arrangements, and preferential treatment of own products on multi-sided platforms all raise competition law risk under the new system.
Immediately engage competition law counsel before responding to any investigation notice. Do not destroy documents. Document preservation is critical from the moment an investigation is anticipated. Brief your legal team on the scope of the investigation and identify potentially relevant documents. Al Adl's competition litigators can: review the legal basis for the investigation; advise on your rights and obligations during the CRC process; manage all communications with the CRC on your behalf; assess whether a leniency application (offering cooperation in exchange for reduced penalties) is strategically appropriate; and build the strongest available defence to the allegations. Time is critical, engage counsel on the day of receiving the investigation notice.
Our team of highly-skilled and experienced lawyers specialize in a variety of areas of practice. With a comprehensive knowledge of UAE legislation, we are well-equipped to provide strategic counsel and effective solutions.
We prioritise our clients' interests and strive to deliver personalised legal solutions. We take the time to thoroughly understand your unique situation, objectives, and concerns. By developing a close working relationship with you, we can provide sound advice and guidance.
Our dedication to excellence sets us apart. We are committed to delivering exceptional legal services, consistently meeting and exceeding our clients' expectations. With meticulous attention to detail, thorough research, and diligent case preparation, we leave no stone unturned.
We uphold the highest standards of integrity and professionalism in all our interactions. We understand the sensitive nature of legal matters and the importance of confidentiality. Rest assured that your information will be handled with the utmost discretion and respect.
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