The short answer
UAE deals need financial and tax due diligence, a defensible valuation and, for larger deals, a merger control filing: notification is required where the parties' combined UAE sales in the relevant market exceed AED 300 million, or their combined market share exceeds 40%. We support buyers and sellers from first look to integration.
When does a UAE deal need merger clearance?
When the parties' combined sales in the relevant UAE market exceed AED 300 million in the last financial year, or their combined share of that market exceeds 40%, under Cabinet Decision No. 3 of 2025 (National Law Review). The filing goes to the Ministry of Economy before completion, so the timetable and the share purchase agreement have to allow for it.
What does due diligence cover?
Quality of earnings, working capital, debt-like items and the tax position. UAE-specific checks include corporate tax registration and returns, VAT history, whether a free zone target really qualifies for 0%, related-party pricing (Ministerial Decision No. 97 of 2023), UBO filings and any FTA audits in progress. Liabilities found here become price adjustments, warranties or indemnities.
“ensure taxpayers can prove the arm's length basis for pricing their transactions”
How do you value a UAE business?
Usually with a discounted cash flow, cross-checked against comparable transactions and listed peers. The inputs that move value most in the UAE are normalised profit after the 9% corporate tax on income above AED 375,000 (Cabinet Decision No. 116 of 2022), owner-related costs, and whether free zone status is sustainable.
What do sellers need to prepare?
Clean, audited accounts, a reconciled tax position, signed contracts and a data room organised before buyers arrive. Vendor due diligence finds the issues first, so they can be fixed or explained instead of discounted. We also prepare the forecast and the information memorandum that buyers will test.
Which M&A services do you provide?
Transaction advisory from first approach to completion; acquisition due diligence on financial, tax and compliance risk; vendor due diligence for sellers; SPA support on completion accounts, locked-box mechanics, warranties and price adjustments; and corporate finance work on valuation, funding and business plans. Larger deals are checked against the merger control thresholds first (National Law Review).
Frequently asked questions
Do small deals need merger clearance?
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Only if they cross the turnover or market-share thresholds in the relevant UAE market. Many small deals do not.
Is a share deal or asset deal better?
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It depends on liabilities, licences, contracts and tax. A share deal takes the history with it; an asset deal needs each asset and contract transferred.
Can you act for both buyer and seller?
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No. We act for one side to keep our advice independent.
Sources
- New thresholds for merger filings in the UAE (Cabinet Decision No. 3 of 2025) — National Law Review. Checked 17 October 2026.
- Ministry of Finance issues decision on transfer pricing documentation requirements (Ministerial Decision No. 97 of 2023) — UAE Ministry of Finance, 11 May 2023. Checked 16 October 2026.
- Cabinet Decision No. 116 of 2022 on the annual Taxable Income subject to Corporate Tax (AED 375,000) — UAE Ministry of Finance. Checked 16 October 2026.