Sets the economic-concentration notification thresholds under the Competition Law: a transaction must be notified to the Ministry of Economy where the parties' combined annual sales in the relevant UAE market exceeded AED 300,000,000 in the last financial year or their combined share exceeded 40% of that market; it also fixes related ratios used by the law.
Cabinet Resolution No. 3 of 2025 supplies the numbers that make the Competition Law (Federal Decree-Law No. 36 of 2023) operate: the market-share figure that defines a dominant position and the two thresholds above which a merger, acquisition or joint venture must be notified to the Ministry of Economy before it is completed. It was issued on 20 January 2025 and, by Article 6, took effect 60 days from the day following its publication in the Official Gazette; the portal records 31 March 2025 as the in-force date. Article 5 repeals Cabinet Resolution No. 13 of 2016, which set the ratios under the previous competition law, Federal Law No. 4 of 2012.
Article 1 applies the Decree-Law's definitions and defines the fiscal year as the calendar year or other 12-month period for which an undertaking prepares its financial statements, which is the period against which both dominance and concentration are measured.
Article 2 fixes the dominance test for Article 6 of the Decree-Law: an undertaking holds a dominant position when its share, alone or jointly with others, exceeds 40% of total transactions in the relevant market. Dominance is not itself prohibited; abuse of it is.
Article 3 sets the minimum thresholds for the notification duty in Article 12(1) of the Decree-Law. A concentration must be notified if either test is met in the last fiscal year: the total value of the annual sales of the undertakings concerned in the relevant market within the State exceeds AED 300,000,000, or their total share exceeds 40% of total transactions in the relevant market within the State. The sales test is framed as a combined figure for the parties, and the market-share test is also a combined share. Either test alone triggers the filing.
Article 4 lets the Minister of Economy issue the resolutions needed to implement these ratios. The Resolution contains no fees and no penalties; the government fee for a notification is set by Cabinet Resolution No. 105 of 2026, the procedure and review deadlines by the Executive Regulations in Cabinet Resolution No. 59 of 2026, and the sanctions for completing a notifiable concentration without clearance by the Decree-Law itself.
The practical effect of the two tests is that a deal can be caught by share even where the parties' UAE sales are modest, so a narrow relevant market must be assessed as carefully as turnover. Status: in force since March 2025, no amendment recorded.
Undertakings carrying on economic activity in or affecting the UAE market that hold, or would hold after a transaction, more than 40% of a relevant market, and the parties to any merger, acquisition or joint venture whose combined annual sales in the relevant UAE market exceeded AED 300,000,000 or whose combined share exceeds 40% in the last fiscal year.
| Article 1 | Adopts the Decree-Law's definitions and defines the fiscal year as the calendar year or other 12-month period for which the undertaking prepares financial statements, the period used to measure dominance and concentration. |
| Article 2 | A dominant position exists where an undertaking's share, alone or with others, exceeds 40% of total transactions in the relevant market, for the purposes of Article 6 of the Decree-Law. |
| Article 3 | The notification duty in Article 12(1) of the Decree-Law applies where the total annual sales of the undertakings concerned in the relevant UAE market exceeded AED 300,000,000 in the last fiscal year, or their total share exceeds 40% of transactions in that market. |
| Article 4 | The Minister of Economy issues the executive resolutions needed to implement the Resolution. |
| Article 5 | Repeals Cabinet Resolution No. 13 of 2016 on the ratios and controls under Federal Law No. 4 of 2012, and any conflicting provision. |
| Article 6 | Published in the Official Gazette and in force 60 days from the day following publication. |
None in this Resolution. Fines for completing a notifiable concentration without approval, and for abuse of a dominant position measured against the 40% test, are imposed under Federal Decree-Law No. 36 of 2023.
These two numbers are now a standard line in our transaction checklist. When a client acquires a UAE business or forms a joint venture we ask for the parties' sales in the relevant UAE market for the last fiscal year and an honest estimate of their combined share, and we test both against AED 300,000,000 and 40%. The share test catches more deals than clients expect, because a specialist market can be small enough that two mid-sized players together pass 40% with sales well below the turnover figure. Where either test is met we build the Ministry filing, its fee and the review period into the completion timetable and make closing conditional on clearance. For clients who already hold more than 40% of a market we flag that pricing, exclusivity and refusal-to-supply decisions are now reviewed under the dominance rules, and we review their distribution agreements with that in mind.
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Competition Law Executive Regulations
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