UAE Commercial Transactions Law

Article (1)

Preliminary Part

The provisions of this Law shall apply to merchants, as well as all commercial physical businesses or virtual businesses carried out on technological media or via modern means of technology, carried out by any person, even if not a merchant.

Article (2)

Preliminary Part

1. Merchants and commercial businesses shall be governed by the agreement entered into by the contracting parties, unless such agreement contradicts a commanding commercial provision. 2. Where there is no specific agreement, the rules of commercial customs and practices shall apply to any matter where no particular provision is provided in this Law or in other laws related to commercial matters. A special or local custom shall have precedence over general custom. The rules of previous dealings between the contracting parties are deemed to be among the special custom rules applicable to such case. In the absence of a commercial custom, the provisions pertaining to civil matters shall apply, as long as they do not contradict the general principles of the commercial activity. 3. No private agreement or commercial customs rules may be applied between the contracting parties if they contradict the public order or morals.

Article (3)

Preliminary Part

Commercial matters regarding which specific Federal Laws are enacted shall be subject to the provisions of such Federal laws, and to the provisions hereof which do not contradict said Federal laws.

Article (4)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

Commercial activities are: 1. Activities carried out by a trader in matters related to his trade; every activity carried out by a trader is presumed related to his trade unless proved otherwise. 2. Speculative activities carried out by any person, whether or not a trader, for the purpose of making a profit. 3. Activities which the Law deems commercial. 4. Activities connected with or facilitating a commercial activity.

Article (5)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

The following activities shall, by virtue of their nature, be considered as commercial activities: 1. The purchase of tangible and intangible movables with the intention of selling them at a profit, whether sold at the same condition or after being transformed or manufactured. 2. The purchase or renting tangible and intangible movables with the intent of renting them out. 3. The sale or renting out of movables purchased or rented as mentioned above. 4. Transactions of banks, currency exchange service providers, stock market, investment companies, trust funds, financial institutions and all kinds of other financial brokerage operations. 5. All kinds of transactions related to commercial papers, irrespective of the capacity of the parties concerned therein or the nature of the transactions for which they were created. 6.All sea and air navigation activities, including: a. The construction, sale, purchase, renting out, chartering, repair or maintenance of vessels and aircraft, as well as sea and air shipments, including maritime and air transport; b. The sale or purchase of vessel and aircraft supplies, tools, materials and suppling them with provisions; c. Stevedoring; and d. Maritime and aircraft loans. 7. Acts related to the establishment of commercial companies. 8. Current account. 9. All kinds of insurances. 10. Sale in public auctions, except for auctions made by the judicial authority. 11. Hotels, restaurants, cinemas, theaters, playing fields/playgrounds and amusement parks activities. 12. Water, electricity and gas production, transfer and distribution activities. 13. Publication of newspapers and magazines with the intent of realizing profit through the publishing of advertisements, news and articles. 14. Post and communications activities. 15. Radio and Television broadcasting and recording and shooting studios activities. 16. Activities of public warehouses and the pledges created over the property deposited therein. 17. Activities of virtual assets.

Article (6)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

The following activities shall be deemed commercial activities if practiced as a profession: 1. Brokerage. 2. Commercial agency. 3. Commission agency. 4. Commercial representation. 5. Supply contracts. 6. Purchase and sale of land or real property with the intent of realizing profit by selling such land or real property as is or after being developed or partitioned. 7. Land transport. 8. Real estate activities if the contractor undertakes to supply materials or workers. 9. Extractive industries of natural resources. 10. Tourism, travel, export, import and customs clearance activities, as well as services and recruitment offices. 11. Printing, publishing, photography, recording and advertisement activities. 12. Industry. 13. Animal and fishery resources activities. 14. Labor Hire Services. 15. Leasing out or leasing houses, apartments and rooms, furnished or unfurnished, with the intent of sub-leasing them. 16. Creating, selling, leasing out and managing electronic platforms, websites, smart applications, data and artificial intelligence and other activities of digital transformation.

Article (7)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

Activities which may be deemed to be analogous to the activities mentioned in the two preceding Articles, due to the similarity of their characteristics and objectives, shall be deemed commercial activities.

Article (8)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

The following activities are not commercial activities: 1. Selling farms and crops reaped from land owned or planted by a farmer, even if they have been processed by his usual tools, unless the same is practiced as a profession. If the framer establishes a permanent store or factory to sell his crops, in their original condition or after being processed, the sale in such case shall be deemed a commercial business. 2. Practicing any activity related to agro-tourism, whether paid or unpaid, including allowing third parties to access, buy or rent from, visit or stay at the farm for a short period for the purpose of viewing or enjoying agricultural activities, watching or buying animals or buying their products, education, training or other activities organized at the farm. 3. Activities where individuals rely on their physical or mental efforts to realize profits or financial compensation, rather than relying on a capital. 4. The creation of an artwork by the artist himself or by engaging workers and selling it, and self-publishing of the author's work and settling it.

Article (9)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

Where a contract is commercial with regard to one party and civil to the other party, the provisions hereof shall apply to the obligations of both parties, unless the Law states otherwise or there is an agreement between the parties to the contrary.

Article (10)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter one: Commercial Activities: Article (4)

1. Commercial activities may be practiced and commercial contracts may be created or concluded and the transactions referred to in the preceding Article may be conducted by executing, providing or issuing the same, in whole or in part, physically or virtually, via modern means of technology or on technological media, pursuant to the provisions of the statutes regulating thereof. 2. The virtual commercial activities set out in this Article shall include the provision of services and the practice of businesses and activities related to virtual assets. The Cabinet shall issue the statutes that regulate virtual assets and their service providers. 3. Commercial contracts and transactions provided on technological media or via modern means of technology shall be governed by the same provisions prescribed for similar ones physically provided.

Article (11)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

Each of the following shall be considered a trader: 1. Every person who, having the required capacity, engages in commercial activities in his own name and for his own account and practises such activities as a profession. 2. Every company that carries on a commercial activity or is established in one of the forms set out in the Commercial Companies Law, even if the activity it carries on is civil.

Article (12)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

Any person who advertises to the public, by any means whatsoever, a business assets established by him for commerce shall be deemed a merchant, even if he does not take on Trade as his regular occupation.

Article (13)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

The capacity of merchant shall be established in respect of any person who practices Trade under a pseudonym or hidden behind the name of another person. The capacity of merchant shall also be established in respect of the person whose name is apparent.

Article (14)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

Any person who carries out a commercial activity, although prohibited under specific laws or regulations from practicing trade, shall be deemed a merchant and shall be governed by the provisions hereof.

Article (15)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. The capacity of merchant shall not be established for the following categories: a. Ministries, federal government authorities and local government authorities; b. Public benefit organizations, associations and clubs; and c. Self-employed persons who do not engage in commercial activities. 2. Commercial activities carried out by the categories set out in Clause (1) above shall be governed by this Law, except for activities excluded by virtue of a specific statutory provision.

Article (16)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

The capacity of merchant shall be established and shall be governed by the provisions of this Law, except for matters excluded by a particular provision, for: 1. Commercial companies established or owned by the Federal or Local Government or in which the Federal or Local Government are shareholders or an organization, authority, agency or company affiliated to any of them; and 2. Foreign companies' branches that practice a commercial activity in the State.

Article (17)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

Individuals who practice a simple vocation or small trade where they rely on their work to derive some form of profit to secure their living more than their reliance on a cash capital, shall not be governed by the duties of merchants, such as keeping commercial books or registering in the Commercial Register, nor shall they be governed by the provisions of bankruptcy and composition. The Ministry of Economy shall, in consultation with the competent authorities in the Emirates, determine the maximum number of individuals working with them and the capital of the small trade.

Article (18)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. Any person who has attained (18) eighteen calendar years of age and is free of any legal impediment shall be competent to engage in trade. 2. A minor may - whether under guardianship or custody - engage in trade when he attains (15) fifteen calendar years of age, in accordance with the controls and conditions issued by a Cabinet resolution at the proposal of the Minister of Economy.

Article (19)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. Where a minor who has not attained (18) eighteen calendar years or interdicted person has funds in a trade, the court may order the withdrawal of his funds from said trade or to remain therein, as may best serve his interests. 2. If the court orders that the minor remains in the trade, it shall grant the person acting on his behalf an unlimited or restricted authorization to undertake all the activities required therefor. 3. The court may withdraw or restrict the authorization when justified, without prejudice to any rights acquired by a bona fide third party.

Article (20)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. Any order issued by the court that the minor who has not attained (18) eighteen calendar years of age or an interdicted person remains in the trade, or to withdraw or restrict the authorization, shall be communicated to the competent authorities by the court to be recorded in the commercial register and published, pursuant to the statutes in force in the State. 2. Where the court orders that the minor who has not attained (18) eighteen calendar years of age or an interdicted person remains in the trade, he shall be liable only to the extent of the funds invested in such trade. 3. Subject to Clause (2) above, the relevant legislation shall govern the proceedings of declaration of the minor's bankruptcy, its cases and effects.

Article (21)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

Subject to the provisions of Article (22), the same provisions prescribed for a UAE-national woman who engages in trade as a profession shall apply to the engagement in trade as a profession by a non-national woman and her acquisition of the merchant capacity and the effects resulting therefrom, including the provisions related to the separation of estates between spouses.

Article (22)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

A non-national person may engage in trade according to the conditions, controls and within the limits and cases identified by a Cabinet resolution to be issued at the proposal of the Minister of Economy.

Article (23)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. The following persons may not engage in trade: a. Any merchant whose bankruptcy is declared, unless he has been rehabilitated. b. Any person who may not engage in trade pursuant to the laws in force in the State. c. Any person who has been convicted of a crime of bankruptcy fraud, commercial fraud, theft, deception, breach of trust, forgery, or the use of forged papers unless he has been rehabilitated. 2. Any person who violates the prohibition set out in Clause (1) above shall be fined a sum not less than (AED 10,000) ten thousand dirhams and not more than (AED 200,000) two hundred thousand dirhams, along with a court order to have the commercial premises closed in all cases.

Article (24)

Book One: Trade in General · Part One: Commercial Activities, Merchants and Commercial Books · Chapter two: Merchant: Article (11)

1. Any transactions undertaken by a merchant in connection with his trade shall not be accepted by any competent authority, unless such merchant is registered in the Commercial Register. 2. A merchant who practices his commercial activities on technological media or via modern means of technology shall fulfil the requirements of the competent authorities on the registration in the Commercial Register.