An apostille doesn’t work here

The UAE is not party to the 1961 Hague Convention. A power of attorney from abroad goes through a notary, the foreign ministry of the country of signing, the UAE consulate and the MOFA.

Violetta Absalyamova

Business support and legal matters

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Legal Services in the UAE

Contracts and Transactions in the UAE: Drafting, Review and Negotiation

Q: Does a contract have to be in Arabic?

For an ordinary commercial contract — no: the parties may sign it in English. But the language of the onshore courts is Arabic, and in a dispute the text will be filed with a certified translation; Arabic is also needed where the document goes to a notary or registrar. If an Arabic version also passed between the parties, state that both form one contract and which one prevails. An employment contract is concluded in Arabic and a second language, and in case of discrepancy the Arabic text prevails.

Q: Which law should govern the contract?

The law is chosen together with the forum. If the parties and performance are in the UAE, UAE law makes sense: an onshore court usually applies it, while foreign law — Russian law, for example — would have to be proved with translations of the provisions and expert opinions. Foreign law works more predictably in arbitration or in the DIFC and ADGM Courts, and where the counterparty has assets. The court will not apply a provision that contradicts UAE public order, and for real estate and employment relations the choice of law is limited.

Q: What has the new Civil Transactions Law changed?

The new law has been in force since 1 June 2026 — it is Federal Decree-Law No. 25 of 2025, which replaced the 1985 law. The changes include a duty to disclose material information during negotiations, liability for withdrawing from them in bad faith and new rules on reducing liquidated damages. Contracts signed before 1 June, as a general rule, remain under the previous law, but amendments to them made after that date should be checked separately.

Q: Can a contract be terminated without going to court?

Yes, if the contract expressly provides for it: the parties may agree that in the event of non-performance it is deemed terminated without a court ruling. But the counterparty must still be notified — unless notice has been expressly waived in the text. Without such a clause, a contract is terminated by agreement of the parties or through the court.

Q: Will the court reduce the liquidated damages we agreed?

It may — but only on statutory grounds: the debtor proves that the amount is excessive, or that the obligation was partly performed, or that you yourself contributed to the loss. More than the agreed amount is awarded only in cases of fraud or gross fault by the debtor, and these rules cannot be excluded by contract. So liquidated damages are a guide, not insurance: set an amount tied to damage you can demonstrate, and collect evidence of losses from day one.

Q: Do we need a notary, and does an electronic signature work?

Most commercial contracts don’t need a notary: the parties’ signatures are enough, including electronic ones — the 2021 Electronic Transactions Law does not deprive a document of force solely because it is electronic. It is better to state expressly in the contract that the parties agree to sign electronically. But an electronic signature does not replace a notary where one is mandatory — powers of attorney, the transfer of a share in a mainland company — and does not apply to a number of real estate transactions and family matters.

Q: I’m abroad and need a power of attorney for a representative in the UAE. How do I arrange it?

An apostille won’t help: the UAE is not party to the 1961 Hague Convention. The route is different: signature before a notary in your country — preferably with a translation straight away, then that country’s foreign ministry and the UAE consulate, and in the Emirates — attestation by the MOFA and an Arabic translation, if there isn’t one yet. The chain usually takes two to six weeks. We prepare the text: notaries and banks in the UAE read the powers carefully, and overly general wording may be rejected.

In the UAE, a contract is tested not at signing but in a dispute: that is when it becomes clear which court will hear it, in which language, and whether the liquidated damages and the right to terminate will work. We draft and negotiate contracts in English and Arabic, powers of attorney and documents for share deals — so that they pass that test.

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EN + AR
Two versions with a prevailing-language clause: 1 June 2026
The new Civil Transactions Law is in force: 3 options
Where to litigate: onshore court, DIFC or ADGM, arbitration: Fixed price
We agree the cost before work starts

Everything we do in the UAE

In short

Since 1 June 2026 the UAE has a new Civil Transactions Law. In a dispute, what decides the outcome is the chosen forum (onshore court, DIFC, ADGM or arbitration), the prevailing language and the signatory’s authority; claims between merchants must be filed within 5 years.

Checked 16 October 2026 · Violetta Absalyamova

Cost of a mistake

Void clause

An arbitration agreement signed by a representative without authority to agree to arbitration is invalid by law — so authority is checked first.

How to avoid it

How a contract really works in the UAE

A strong UAE contract is not a translation of a template from another country. Four things decide it: where disputes will be heard, which version of the text prevails, whether the signatory has authority to sign it, and how the court will read the liquidated damages.

Choose the forum in advance
An onshore court will usually hear a claim against a UAE defendant even if the contract names a foreign court. A different forum works if it is arbitration or the courts of DIFC and ADGM.
The court reads in Arabic
The language of the onshore courts is Arabic; documents in other languages are filed with a certified translation. A poor translation of an English contract can change the meaning of a key term.
The court may reduce liquidated damages
Under the new Civil Transactions Law, the court may reduce the agreed amount if it is excessive or the obligation has been partly performed. This cannot be excluded by contract.
A signature is not a formality
The contract and the arbitration clause are signed by someone with authority under the articles of association or a power of attorney. The law treats an arbitration clause signed without authority to agree to arbitration as invalid.

Violetta AbsalyamovaHead of Legal Practice · Business support and legal matters

Who it suits

Who it suits — and when to choose something else

A good fit if

01You need a contract drafted from scratch — with a client, supplier, contractor or distributor.
02The counterparty has sent their own draft — you need to understand the risks, propose redlines and negotiate.
03You need an Arabic version of the contract — for the counterparty, a notary or in case of proceedings in an onshore court.
04You are appointing an agent or distributor and want to know in advance how to part ways.
05You are preparing a share deal, a loan or a guarantee: a shareholders’ agreement, amendments to the articles, a check of authority and registration.
06You need a power of attorney — for a bank, a government authority, a court or a deal, in the UAE or from abroad — and it must be accepted the first time.

Consider something else if

01The contract has already been breached: the counterparty isn’t delivering, isn’t paying or has unilaterally terminated the deal. You need an analysis of your position, a demand letter and possibly court.Disputes and Litigation
02The counterparty isn’t paying an undisputed invoice, cheque or loan — debt recovery has its own procedure and its own tools.Debt Recovery
03You need an employment contract — it has its own MOHRE form and its own rules.Employment Matters
04A real estate deal — checking the property and registration with the Land Department.Buying and Selling
05You only need to legalise an existing document — a diploma, certificate or extract — without drafting a contract or power of attorney.Legalisation

Dispute clause

Where to litigate: what to write in the contract

The forum is chosen at signing — once a conflict arises, agreeing on it is almost impossible. Two wordings are best avoided: “courts of London” when both parties are in the UAE — an onshore court will usually not apply it; and “court or arbitration at either party’s option” — it gives grounds to argue over jurisdiction.

When to choose it

Counterparty and assets in the UAE

a moderate amount, enforcement locally

What to write

No clause required

an onshore court is the default forum for a UAE defendant

Language

Arabic

documents — with a certified translation

Enforcement in the UAE

Directly through the execution judge

Click an option to highlight it across every parameter

When to choose it

Counterparty and assets in the UAE

a moderate amount, enforcement locally

English-language proceedings in Dubai

English-language proceedings in Abu Dhabi

Foreign counterparty

or its assets are abroad

What to write

No clause required

an onshore court is the default forum for a UAE defendant

An express written clause

works even if the parties have no link to DIFC

A written clause

before or after the dispute, no link to ADGM needed

A written agreement

centre, seat and language; the signatory must have authority to agree to arbitration

Language

Arabic

documents — with a certified translation

English

Chosen by the parties

state the language in the clause

Enforcement in the UAE

Directly through the execution judge

Outside the centre — through the Dubai Courts

without review on the merits

Through the onshore courts

without review on the merits

After ratification by the court

UAE seat — the court decides within 60 days; foreign seat — under the New York Convention

Procedure

Written proceedings, court-appointed experts

Modelled on common law

English common law applies

Under the centre’s rules

the parties choose the governing law

Appeal

Appeal and cassation

30 days each; appeal — for claims above AED 50,000, cassation — above AED 500,000

Appeal with the court’s permission

Only an action to set aside

30 days, narrow grounds

Confidentiality

Not guaranteed

Judgments are usually published

Yes

under the rules of most centres

Legal costs

Recovered only nominally

more fully — under a costs clause in the contract

Largely recovered

More fully than in onshore courts

but centre and arbitrator fees are usually the highest

Benefits

What you get

Under UAE law, not from a template

We draft with the new Civil Transactions Law and the Commercial Transactions Law in mind: liquidated damages, termination, notices, limits of liability.

Two versions — one meaning

A licensed translator prepares the Arabic text, and the lawyer checks it line by line against the English and specifies which version prevails.

A dispute clause that will work

We choose the forum to suit the counterparty and where its assets are: an onshore court, the DIFC or ADGM Courts, arbitration at DIAC or another centre. Wording free of ambiguity.

Checking the signatory and the counterparty

We check the licence, articles of association and powers of attorney: whether the representative is authorised to enter into this particular deal and to agree to arbitration.

Negotiating from a clear position

We prepare a table of redlines: what is essential, what is desirable, where you can give way. We correspond with the counterparty’s lawyers in English or Arabic.

Powers of attorney and shares — through to registration

A power of attorney — with wording the notary will accept and a legalisation route from abroad. A share transfer and amendments to the articles — through to the entry in the register and updated beneficial ownership details and bank records.

Comparison

English only, or English with Arabic

Both options are lawful for a private commercial contract. The difference shows if the matter reaches an onshore court.

What we compareEnglish onlyEnglish + Arabic

When it fitsEnglish onlyA foreign counterparty; disputes in DIFC, ADGM or English-language arbitrationEnglish + ArabicA UAE counterparty, a possible onshore court case, or the document is needed by a notary or authority
In an onshore courtEnglish onlyThe court works from a translation made for the proceedings — the terms may diverge from what you meantEnglish + ArabicThe Arabic text was agreed by the parties in advance, so there is almost nothing to argue about in translation
Which version prevailsEnglish onlyThere is only one version, but an onshore court will still read it in translationEnglish + ArabicWe include a prevailing-language clause and reconcile the texts so that it is never needed
CostsEnglish onlyLower at signing, but a translation will be needed in a dispute — in a hurryEnglish + ArabicHigher at signing: translation and line-by-line reconciliation of the two texts

Agents and distributors

Agent or distributor: which rules will apply

The regime is determined not by the agreement’s title but by an entry in the commercial agencies register. Decide this before signing: the regime determines whether you can change partners and what an exit will cost.

Registered agency

The agreement is entered in the commercial agencies register

Which rules

The 2022 Commercial Agencies Law, in force since June 2023

What the regime requires

The agent is a UAE national or a company owned by UAE nationals, with statutory exceptions; a notarised agreement and an entry in the register

How to part ways

On expiry of the term or on the terms of the agreement (Art. 9); notice — one year or half the term, whichever is shorter, unless the agreement provides otherwise

Where disputes are decided

First the Commercial Agencies Committee, then the court; the law also permits an arbitration clause

Compensation on exit

Compensation for damage; the agent may claim lost profits if it proves its contribution to the products’ success. On expiry of the term, compensation can be excluded by the agreement (Art. 11)

Unregistered agreement

Distribution or agency not entered in the register

Which rules

General rules on civil and commercial transactions, without the protection of the agencies law

What the regime requires

Nothing beyond the signed agreement

How to part ways

Under the agreement’s termination clause; without one — by mutual agreement or through the court

Where disputes are decided

Court or arbitration — as written in the agreement

Compensation on exit

Under the agreement and the general rules on compensation for losses

until June 2033

Legacy agency

Registered before the 2022 law took effect and covered by the transitional rule

Which rules

Termination — under the rules of the 1981 law, until June 2033

What the regime requires

Registered before the new law: more than 10 years with the same agent, or the agent’s investment above AED 100 million

How to part ways

By agreement with the agent or for a material reason recognised by the Committee or the court; otherwise the termination is invalid

Where disputes are decided

Commercial Agencies Committee or the court

Compensation on exit

Lost commissions, investment in market development, reputational damage — the amount is set by the court

Document review

Has a counterparty sent you their contract?

Send us the draft — we will flag the terms that work against you and propose redlines before you reply.

Violetta Absalyamova

Business support and legal matters

Who does what

A power of attorney from abroad and a share transfer: what we need from you

The procedure is set by law and by the authorities. The consular chain timelines are a guide based on practice, counted from a complete package, and each consulate has its own requirements; the 30 days for the pre-emption right and the 15 days for beneficial ownership details are statutory deadlines.

You

Signing before a notary

You sign before a notary in your country — preferably with a translation straight away.

1–5 days

GOFIRM

Text of the power of attorney

We draft the powers for the task: for which bank, authority or deal, and for what term. A notary or bank in the UAE may reject wording that is too general.

Translation into Arabic

If there is no translation yet, a translator licensed by the UAE Ministry of Justice translates the power of attorney together with all its stamps.

1–3 days

Authority

Foreign ministry of the country of signing

Legalises the notary’s signature. Your representative or a courier service can submit the document, if the country allows it.

usually 1–3 weeks

UAE consulate

Legalisation at the UAE diplomatic mission in the country of signing; requirements vary by consulate.

usually 1–2 weeks

MOFA attestation

Final attestation by the UAE Ministry of Foreign Affairs — we submit and collect the document ourselves.

1–3 working days

From you — a signature before a notary in your country. The whole chain usually takes two to six weeks; the UAE does not accept an apostille.

Process

8 steps from the first conversation to the result

Every step is visible in the client portal: what’s happening now and whether we need anything from you.

Steps on your side: 2 of 8

We handle it · 5Needed from you · 2Authority · 1

You send a draft or describe the deal: the parties, subject matter, money, timing and what is critical for you. The counterparty’s draft should be in an editable format.

Step 1 of 8

The task and the inputs

You send a draft or describe the deal: the parties, subject matter, money, timing and what is critical for you. The counterparty’s draft should be in an editable format.

Needed from you

Documents

What you’ll need

About the deal

Draft contract or term sheet in an editable format
Correspondence in which the terms were discussed
Related documents: specifications, price list, previous contracts with this counterparty

About the parties

The parties’ licences and articles of association
The power of attorney or resolution under which the representative signs
For a foreign company — a registry extract; legalised, if the document will go to a UAE authority

For a power of attorney

Passport and Emirates ID of the principal and the representative
For a company — the licence, articles and the resolution to issue the power of attorney
List of powers and the term: what the power of attorney is for and for what period

For a share transfer and amendments to the articles

Current licence, articles and all previous amendments
Details of the new shareholder: passport and Emirates ID, or company documents
Shareholders’ resolution and the other shareholders’ waiver of the pre-emption right, if the share goes to a third party
No-objection letter, if the free zone or registrar requires one

Timing and budget

What makes up the budget

We fix the cost of contract work before starting: it depends on volume, languages and the number of negotiation rounds. Translation and authority fees are listed separately, so you can see what you are paying for.

ItemDepends onWhen

Reviewing a counterparty’s contractDepends onComments and redlines on a finished text. Depends on the length and complexity of the deal.WhenBefore work starts
Drafting a contractDepends onYour own draft for the deal: the structure, terms and clauses are written for your business, not taken from someone else’s template.WhenBefore work starts
NegotiationsDepends onRounds of redlines, calls and correspondence with the counterparty’s lawyers. Estimated based on the expected volume.WhenAs negotiations proceed
Arabic versionDepends onLegal translation by a licensed translator and a terminology check by a lawyer. Depends on the length of the text.WhenBefore signing
Notary and registrationDepends onNotarisation of powers of attorney and certain transactions, registration of a commercial agency agreement — at the authorities’ rates.WhenAt signing
Legalisation of documentsDepends onIf the document was signed or issued abroad: a notary and that country’s foreign ministry, the UAE consulate, then the MOFA. Fees are charged at every step of the chain, and the whole chain usually takes two to six weeks.WhenAt every step
Registration of corporate changesDepends onLicensing authority or free zone fees for a share transfer, amendments to the articles and a licence update — they depend on the authority and the type of change. If beneficial ownership details aren’t updated within 15 days — a warning, then a fine of AED 15,000, and AED 30,000 for a repeat breach.WhenOn filing
A subscription instead of one-off invoicesDepends onIf you have many contracts every month, it is better value to handle them under the “Business Counsel” subscription.WhenMonthly

Getting it right

Common mistakes — and how to avoid them

Click a card to see how to do it right · 0 of 8 open

01 What people often do
Translating a contract from another country into English and signing it.
02 What people often do
Writing “English law and the courts of London” when both parties are in the UAE.
03 What people often do
Setting high liquidated damages “to make them think twice”.
04 What people often do
Terminating the contract by letter “effective today” after the first delay.
05 What people often do
Signing an arbitration clause without checking the representative’s authority.
06 What people often do
Keeping English and Arabic versions that nobody has reconciled.
07 What people often do
Getting an apostille on a power of attorney and flying to the UAE with it.
08 What people often do
Signing a share transfer agreement and assuming the share is already yours.

FAQ

Expert answers

Violetta Absalyamova — Business support and legal matters

For an ordinary commercial contract — no: the parties may sign it in English. But the language of the onshore courts is Arabic, and in a dispute the text will be filed with a certified translation; Arabic is also needed where the document goes to a notary or registrar. If an Arabic version also passed between the parties, state that both form one contract and which one prevails. An employment contract is concluded in Arabic and a second language, and in case of discrepancy the Arabic text prevails.