UAE Commercial Transactions Law — articles 1–100

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, ev…

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 agreem…

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.

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…

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 s…

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 sa…

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.

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 pro…

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…

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 wh…

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 professio…

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.

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 t…

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.

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; …

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 o…

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…

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 …

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 i…

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 …

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 h…

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.

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. A…

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 c…

1. The trader shall keep commercial books, in hard or electronic form, in a manner that accurately reflects his financial position and his rights and obligations related to his trade. 2. A trader practising physical trad…

1. All financial transactions carried out by the merchants as well as his personal money withdrawals shall be recorded in the general journal on daily basis. 2. The merchant may use auxiliary journals to record the detai…

The following shall be recorded in the general ledger: 1. All accounting transactions carried forward from the general journal as per the supporting documents thereof; in particular, the accounts related to cash on hand,…

1. Commercial books shall not contain any blanks, crossing out, erasure, writing in the margins, scraping or insertion between their content. 2. Before using the general journal and the general ledger, the pages thereof …

1. The merchant shall keep a true copy of all correspondence, telegrams and invoices sent or issued by him for his business transactions. Furthermore, he shall keep all incoming correspondence, invoices and other documen…

1. Banks and companies or establishments in respect of which a resolution is issued by the competent authority, pursuant to the legislation in force in the State, shall, after coordinating with the Minister of Economy, r…

Entries and incidents recorded in commercial books by the merchant's authorized employees shall be deemed as entries recorded by the merchant himself, and it shall be assumed that such entries were made with his knowledg…

The court may, sua sponte, or at the request of any litigant, order the merchant to submit his commercial books thereto to extract therefrom matters related to the dispute brought before such court. The court itself may …

1. The court may order the merchant to submit his commercial books for the perusal of his opposing party only if the dispute is related to a decedent's estate, partnership or the division of their joint property. 2. In c…

Commercial books kept by the merchant may be used as evidence in the cases instituted by or against the merchant when such cases are related to their commercial activities, in accordance with following rules: 1. Data rec…

If either litigant merchant relies for the validity of his case on his opposing party's commercial books and he admits in advance that the data recorded therein are correct, and the opposing party refrains without justif…

A business concern is the totality of tangible and intangible property allocated to the practice of physical or virtual commercial activities, whether in technological media, through modern means of technology or through…

1. Business assets shall cover elements necessary for the commercial activity. Such elements are divided into tangible elements, such as goods, equipment, machines, tools, and intangible elements, such as customer contac…

In the event where the merchant is the owner of the real property in which he practices his trade, such property may not be considered as an element of the business assets, and any provision to the contrary shall not be …

Any disposition for the transfer of ownership of the business assets or the creation of a right in rem thereon shall be attested or notarized by the Notary Public, as per the procedures set by the competent authority, an…

1. The title to the business assets shall be transferred as between the contracting parties and with regards to third parties only from the date on which the disposition is recorded in the commercial register and a summa…

The disposition of the business assets shall be recorded only after completing the following formalities: 1. The employee in charge at the Commercial Registry shall, at the request and expense of the buyer, publish a sum…

1. Any person to whom the ownership of the business assets devolves shall, under the Law, subrogate the person who disposed thereof in all the rights and obligations arising from the business assets, unless otherwise agr…

1. The person to whom the ownership the business assets is transferred shall fix a date for the creditors holding debts prior to announcing the disposition, in order to submit a statement of their debts for settlement. S…

Notwithstanding the bankruptcy provisions, the seller of business assets who did not receive the full price may invoke vis-à-vis the body of creditors in the buyer's bankruptcy his right to rescind the sale contract of t…

1. Business assets may be mortgaged only to banks and financing institutions. 2. Where the mortgage deed does not specify the elements covered by the mortgage, it shall then only cover the trade name, the right to lease,…

1. A mortgage may not be put into effect except by an agreement notarized or attested by the Notary Public and registered in the commercial register. 2. A mortgage agreement shall contain a declaration by the debtor as t…

1. The mortgage registration in the commercial register shall be sufficient to secure the lien for (5) five years from the date hereof, and the registration shall be deemed cancelled if it is not renewed within the said …

A mortgagee shall be responsible for keeping the mortgaged business assets in good condition.

1. Where the owner of the business assets fails to pay the price or the balance of the price to the seller, or if he fails to repay the debt on the maturity date to the mortgagee, the seller or mortgagee may, after (8) e…

Any provision in a mortgage agreement authorizing the creditor the right to own or dispose of the mortgaged property, without the procedures prescribed in Article (49) of this Law, shall be null and void.

The seller and mortgagees shall have the same rights and privileges over the sums resulting from the insurance as those which they had over the insured items, provided that they have been established that such sums have …

The lessor of the place wherein lies the mortgaged furniture and equipment being used for exploiting the business assets may not exercise his lien for more than two-year rent.

Subject to the terms and conditions provided in legislation regulating the protection of intellectual property rights, the trade name of an individual trader shall consist of his given name and surname. It may contain pa…

Trade names of commercial companies shall be in compliance with the statutes in force in the State.

Subject to the provisions and requirements set forth in the statutes governing the protection of intellectual property, a trade name shall be registered in the commercial register, pursuant to the provisions stipulated t…

1. A merchant shall write his trade name on the facade of his physical or virtual business assets, and he shall carry out his commercial transactions under his trade name. 2. A merchant may not use a trade name of anothe…

1. A trade name may not be disposed of separately from the business assets allocated for such trade name, unless otherwise is provided by any other legislation. 2. However, in case the owner of the business assets dispos…

1. A person to whom the title of such business assets is transferred may not use his predecessor's trade name, unless such name devolves unto him or the predecessor authorizes him to use it; provided that he adds to the …

1. Any person to whom the ownership of a trade name is transferred, following the transfer of the ownership of the business assets, shall replace his predecessor in the rights and obligations accrued under the said trade…

Unless otherwise provided in special legislation, the following rules shall apply to unfair competition.

A merchant may not induce employees or workers of another competitor merchant to assist him in poaching the clients of that merchant or solicit them or encourage them to disclose the secrets of his competitor. The forego…

A merchant may not disclose such matters as are inconsistent with the reality regarding the origin or description of his goods, or any other matters pertaining to their nature or importance. He may not also declare false…

A merchant may neither resort to fraud and cheating methods to merchandise his goods, nor may he spread or publish false particulars prejudicial to the interests of another competitor merchant, otherwise he shall be liab…

A merchant may not issue to an ex-employee or ex-worker a certificate that is inconsistent with reality, otherwise he shall be liable to compensate any other merchant who was misled by such certificate for damage so incu…

1. Where a trade name is used by a merchant other than its owner without any agreement authorizing such use, or where the owner uses it in a manner violating the Law, the parties concerned may appeal the competent court …

Any person engaged in the business of supplying information to commercial houses about the conditions of trade, who knowingly or through gross negligence supplies untrue statements about the behavior or financial standin…

The foregoing provisions may not prejudice the provisions of other Laws, concerning the commitment of the acts mentioned in such provisions.

Trademarks and commercial statements shall be regulated by special laws issued in this regard.

1. Where two or more individuals are owed a commercial debt, they shall be jointly liable for the repayment of such debt, unless otherwise provided by the Law or agreement. 2. The provision of Clause (1) above shall appl…

A guarantee shall be commercial if the guarantor has guaranteed a debt which is deemed in regard to the debtor to be commercial, unless otherwise provided by the Law or agreement, or if the guarantor is a merchant and ha…

Where a merchant carries out, for a third party, such business or services related to his commercial activities, he shall be deemed to have done so in return of a consideration, unless otherwise established. Such conside…

A creditor may receive an interest on a commercial loan, as per the rate of interest stipulated in the contract. If such rate is not stated in the contract, it shall be calculated according to the rate of interest prevai…

Where the contract stipulates a rate of interest and the debtor delays the repayment, the delay interest shall be calculated on the basis of the agreed rate until full repayment.

The interest shall be paid at the end of the year if the loan term one or more years, or on the maturity date of the debt if the loan period is less than one year, unless the commercial or banking practice requires other…

Where the loan term is definite, the creditor shall not be bound to accept the repayment of debt prematurely, unless the debtor pays the interest which accrues for the remaining period of the loan term, save where both p…

Orders and authorizations issued by a merchant for matters related to his commercial activities shall not lapse upon his death. Nevertheless, his heirs may cancel the same if they decide to discontinue the trade, and in …

1. Where the commercial obligation is the delivery of a certain item within a specific season or a time of the year, the agreement between the two parties shall be the reference with respect to fixing the time for such d…

A creditor may not be compelled to accept performance of a contract for a term that has been fixed, unless otherwise agreed.

Where the debt is deferred and the debtor offers to repay it before its maturity, he may not, upon the payment, deduct part of it without the creditor's consent, unless it is otherwise provided by the Law or agreement.

Where either contracting party reserves the right to rescind the contract before the performance is commenced, such party shall forfeit his right of rescission if he performs his obligations under the contract or if he c…

Summons and notices on commercial matters shall be served through the Notary Public, by registered letter with acknowledgement of receipt or any electronic means or similar means of modern means of technology, as identif…

Courts shall not grant a debtor, who is under a commercial obligation, a time limit for full payment or payment in installments except upon the creditor's consent or under general exceptional circumstances.

Where the debtor repays a commercial debt to a person holding the instrument of such debt marked with clearance or to a person holding a clearance from the creditor, he shall be discharged from the debt.

Where the commercial obligation is a sum of money that was a sum certain at the time the obligation was created and the debtor delays the repayment thereof, he shall be bound to pay the creditors as compensation for the …

For the accrual of delay interest, it is not required that the creditor proves that he sustained damages caused by such delay.

Interests for delay of repayment of commercial debts shall accrue from the maturity date of such debts, unless otherwise provided by the Law or agreement.

1. A creditor may claim complementary compensation to be added to the delay interest if he proves that the damages in excess of said interest is caused by the debtor's deception or serious error. 2. Where the creditor, w…

A creditor may not claim a compound interest, i.e. the interest on the frozen interests, or claim such interests as a complementary compensation.

1. Any instrument for the payment of a sum of money or the delivery of goods may be circulated by way of endorsement if payable to the order of the creditor or by delivery if payable to bearer. 2. The endorsement or deli…

The possession by the debtor of the instrument of the debt shall constitute a presumption that he has been discharged of the debt, until otherwise established.

Commercial obligations, whatever their amount, may be established by all means of evidence, unless otherwise provided by the Law or otherwise stipulated by the agreement.

Where there is a denial and in the absence of a lawful excuse, cases related to merchants' obligations against each other shall be barred after the lapse of (5) five years from the date on which the performance of the ob…

1. The general provisions of this Chapter shall apply to commercial sales unless otherwise provided. 2. A sale shall be considered commercial for the purposes of this Chapter if it is made between traders for matters rel…

1. Parties to a commercial sale contract shall specify the following: a. Description of the sold item accurately so as to remove any doubt; b. The sold item price and its payment terms; c. Place and time of delivery; d. …

Where both contracting parties agree that the sale price shall be at the market rate, then the market price shall be the market price as on the date and place where the contract is concluded, unless otherwise stipulated …

The two contracting parties may agree to delegate a third party to fix the price of the item being sold. However, if such party fails to fix the price within the prescribed time limit or within a convenient time if no pr…

Where the price is estimated on the basis of weight, the net weight shall be considered, unless there is an agreement or custom to the contrary.

1. Where it is agreed by both contracting parties that the buyer may specify the form, volume or any other distinguishing features of the item being sold, the buyer shall do so eon the agreed date or on the appropriate d…

1. Where a date is not fixed for delivery, the delivery shall be effected immediately upon conclusion of the contract, unless the nature of the item sold requires to be delivered on another date. 2. Where it is agreed th…

1. The seller shall bear the consequences of the sold item perishment until being delivered to the buyer de facto or de jure. 2. Where the seller, at the request of the buyer, sends the item being sold to a location othe…