There is no single, universally applicable definition of “real estate” under UAE law. Instead, the term is defined across a number of federal and emirate-level statutes, each formulated for its own regulatory purposes, and the definitions are broadly aligned.

At the federal level, Article 102 of Federal Civil Transactions Law No. 25 of 2025 (“Civil Code”) provides that “anything that is stable in its space, fixed therein, and cannot be moved without damage or alteration of its form is considered real estate (immovable). Everything else is considered moveable property.”

At the Emirate level, legislation in Dubai adopts a materially similar approach. Law No. 7 of 2006 Concerning Land Registration in the Emirate of Dubai defines property as “any immoveable object with a fixed space that cannot be moved without destroying or changing its feature” whilst Law No. 13 of 2008 Regulating the Interim Real Property Register in the Emirate of Dubai defines real property as “land and any fixed structures constructed on it which cannot be moved without damage or alteration to its structure.”

Law No. 3 of 2015 Concerning the Regulation of the Real Estate Sector in the Emirate of Abu Dhabi is broader in scope and defines real estate as “all kinds of real properties including lands, buildings, establishments and real properties by allotment, including a real estate unit” and separately defines a "real estate unit" to encompass apartments, levels, shops and any part of a villa, whether independent or linked, as well as vacant land.

Article 103 of the Civil Code supplements these definitions by introducing the concept of “real estate by destination”. Under this provision, a moveable object placed by the owner of a real property in that property, and dedicated to its service or exploitation, is treated as real property for legal purposes, even if it is not physically or permanently attached to the land or building. Once so classified, the object will ordinarily pass with any sale or transfer of the real estate unless expressly excluded, and cannot be separately seized or disposed of independently of the property it serves. This concept is of particular relevance in commercial and industrial transactions where significant moveable assets, such as plant, machinery or fit-out are dedicated to the use or operation of a property. 

The UAE operates a civil law legal system, drawing on a variety of sources that includes the Federal Constitution, principles of Islamic Sharia, federal law and local emirate laws and regulations.

The division of legislative competence between the federal and emirate levels is established by the UAE Constitution of 1971 (as revised in 2009). Under Articles 121 and 122, the emirates retain jurisdiction over all matters not expressly conferred upon the federal authorities, and real property is an area in which emirate-level legislation plays a particularly prominent role alongside the federal framework.

At the federal level, the principal statute governing civil and commercial transactions, including real estate transactions, is the Civil Code which came into force on 1 June 2026 and replaces Federal Law No. 5 of 1985. The Civil Code governs matters such as contract formation, transfer of ownership, limitation periods and tortious liability, and provides the foundational legal framework within which emirate-level real estate legislation operates.

Each emirate has its own comprehensive real estate regimes, covering matters such as registration, foreign ownership, off-plan sales, jointly owned property and broker regulation, which sit alongside and complement the Federal framework.

In addition, certain financial free zones within Dubai and Abu Dhabi operate under their own distinct legal systems. Most notably, the Dubai International Financial Centre (“DIFC”) and the Abu Dhabi Global Market (“ADGM”) each have their own real estate laws and regulations which apply with their respective jurisdictions and differ in certain respects from both the federal and emirate-level regimes applicable in onshore UAE.

Dubai - Onshore

Onshore Dubai, real estate transactions are governed by a suite of emirate-level legislation, the principal statutes being:

• Law No. 7 of 2006 Concerning Real Property Registration in the Emirate of Dubai (as amended by Law No. 7 of 2019) - the foundational Dubai real estate statute, which establishes the Dubai Land Department as the competent registration authority and provides that title to real property is only transferred and perfected upon registration. The 2019 amendment introduced further provisions on real estate investment trusts and other ownership structures.
• Law No. 26 of 2007 Regulating the Relationship Between Landlords and Tenants in the Emirate of Dubai (as amended by Law No. 33 of 2008) - governs residential and commercial landlord and tenant relationships, including rent increase restrictions, permitted grounds for eviction and the jurisdiction of the Rental Disputes Settlement Centre.
• Law No. 8 of 2007 Concerning Escrow Accounts for Real Property Development - regulates escrow accounts for off-plan developments and protection of purchaser payments.
• Law No. 13 of 2008 Regulating the Interim Real Property Register in the Emirate of Dubai (as amended by Law No. 9 of 2009, clarified by Decree No. 6 of 2010 and further amended by Law No. 19 of 2020) - governs off-plan property sales, requiring registration of all off-plan sale and purchase agreements on the Oqood system, imposing escrow account obligations on developers and conferring oversight powers on the Real Estate Regulatory Authority (“RERA”).
• Law No. 14 of 2008 Concerning Mortgages in the Emirate of Dubai - governs the creation and registration of real property mortgages with the Dubai Land Department, including priority rules and enforcement procedures.
• Law No. 4 of 2019 Concerning the Registration of Real Estate Contracts in the Emirate of Dubai - requires all tenancy contracts (including short-term leases) to be registered on the Ejari system administered by the Dubai Land Department.
• Law No. 6 of 2019 Concerning Ownership of Jointly Owned Real Property in the Emirate of Dubai - governs the strata title regime applicable to apartment buildings, mixed-use developments and master communities, including the establishment of owners associations, the levying of service charges and the regulatory oversight of RERA, Dubai – DIFC.

In the DIFC, real estate transactions are governed by various DIFC laws and regulations, the principal legislation being:

• DIFC Law No. 5 of 2007 - regulates jointly owned property (units, common areas, owners’ associations, strata management).
• DIFC Law No. 10 of 2018- the principal law governing ownership, transfer, registration and interests in real property in the DIFC (including freehold, leases and mortgages).
• DIFC Law No. 1 of 2020 - governs landlord and tenant relationships, including lease formation, rights and obligations, termination and security deposits.
• DIFC Real Property Regulations 2020 - secondary legislation dealing with registration procedures, forms, fees and the operation of the Registrar of Real Property.
• Registrar of Real Property (RoRP) Rules / Directions - administrative rules and guidance governing registration, title records, and filings.

Abu Dhabi - Onshore

Onshore Abu Dhabi, real estate transactions are governed by a range of emirate level legislation, with the principal statues including:

• Law No. 3 of 2005 Concerning the Regulation of Real Estate Registration in the Emirate of Abu Dhabi, together with Department of Municipal Affairs Chairman's Decision No. 52/1 of 2008 (Executive Regulation on the Organization of Real Estate Registration) - establishes the Real Estate Register as the official register of title and property rights in Abu Dhabi.
• Law No. 19 of 2005 Concerning Real Estate Ownership in the Emirate of Abu Dhabi (as amended by Law No. 2 of 2007) - governs the substantive rules on real property ownership in Abu Dhabi, including the categories of ownership rights available (freehold, musataha, usufruct and long-term lease) and the framework for foreign ownership of real property. The 2007 amendment extended and refined the foreign ownership regime, permitting non-UAE nationals to acquire designated ownership rights in specified investment areas.
• Law No. 20 of 2006 Concerning the Leasing of Spaces and Regulating the Leasing Relations between Landlords and Tenants (as amended by Law No. 6 of 2009 and Law No. 4 of 2010) – this law governs the landlord-tenant relationship, lease terms, eviction and rent regulation.
• Law No. 3 of 2015 Concerning the Regulation of the Real Estate Sector in the Emirate of Abu Dhabi(as amended by Law No. 2 of 2025) – this is the principal Abu Dhabi real estate statute, conferring on the Department of Municipal Affairs comprehensive oversight and control over all matters related to the sector. Abu Dhabi Law No. (2) of 2025 amends Law No. (3) of 2015 to update and modernize the Emirate’s real estate regulatory framework, including strengthening regulation of developers and real estate activities, strengthening regulation of developers and real estate activities, enhancing investor protections (particularly for off-plan sales and escrow arrangements); and updating registration, oversight and compliance mechanisms under the Abu Dhabi Real Estate Centre.

Abu Dhabi - ADGM

In the ADGM, property matters are governed through a combination of regulations under its common law framework which include the following:

• ADGM Real Property Regulations 2015 (as amended) – the principal framework governing land interests, ownership, transfers, leases and mortgages within the ADGM.
• ADGM Strata Title Regulations 2015 – this provides for subdivision of property into units, common areas, and management of jointly owned property.

Real property rights are recognized as in rem rights - that is, rights in the property itself as opposed to purely personal or contractual rights enforceable only between the parties. In the UAE, recognized real property rights include full ownership, musataha rights (a right to build on another's land), usufruct rights (the right to use and enjoy another's property) and long-term lease rights. All such rights are required to be registered with the competent registration authority; registration is not merely a procedural formality but is the act by which rights are perfected and made binding on parties and third parties.

Dubai – Onshore

Dubai recognizes property interests including freehold title to land, leasehold, usufruct and musataha interests in land as well as off-plan property interests and short-term leases.

Law No. (7) of 2006 Concerning Land Registration in the Emirate of Dubai requires that all dispositions relating to real property rights must be registered at the Dubai Land Department otherwise they will not be deemed effective.

Off-plan interests must be recorded in the Interim Register (Oqood), maintained by the Dubai Land Department in accordance with Dubai Law No. 13 of 2008 (as amended by Dubai Law No. 9 of 2009).

Short-term leases must be registered on the Ejari system, maintained by the Dubai Land Department pursuant to Law No. 4 of 2019.

Abu Dhabi - Onshore

In Abu Dhabi, a similar position applies: all real property rights, including usufruct and musataha rights, must be registered with the Abu Dhabi Real Estate Centre, regardless of their duration, in order to have legal effect.

Dubai - Onshore

For onshore Dubai all instruments and dispositions affecting real property rights must be registered with the Dubai Land Department which is the competent authority.

Dubai - DIFC

The DIFC operates its own distinct land registration regime. All real estate transfers and dispositions of real property rights within the DIFC must be registered with the DIFC Registrar of Real Property, which maintains the DIFC Property Register.

Abu Dhabi - Onshore

For onshore Abu Dhabi, the regulation and oversight of the real estate sector is vested in the Abu Dhabi Real Estate Centre which assumed the functions previously exercised by the Department of Municipal Affairs and Transport. 

Abu Dhabi - ADGM

The ADGM operates its own distinct land registration regime. All real estate transfers and dispositions of real property rights that are recognized by the ADGM must be registered with the ADGM Property Register, which operates independently of the onshore Abu Dhabi regime. The ADGM real estate framework is governed by the ADGM Real Property Regulations and operates under English common law principles, reflecting the ADGM's broader adoption of an English law-based legal framework.

Dubai – Onshore

The following rights and interests are required to be registered at the Dubai Land Department:

• Freehold title and long-term leases - all dispositions of freehold title and leasehold interests of ten (10) years or more and not more than 99 years must be registered on the Real Estate Register maintained by the Dubai Land Department pursuant to Law No. 7 of 2006.
• Off-plan property rights - developers must register all off-plan sale and purchase agreements on the Oqood Register (the Interim Real Estate Register) which records all dispositions relate to real estate units sold off-plan pursuant to Law No. 13 of 2008.
• Mortgages - all mortgages over real property must be registered at the Dubai Land Department pursuant to Law No. 14 of 2008.

In Dubai, short-term leases (i.e., with a term of less than 10 years) must be registered with the Real Estate Regulatory Agency (RERA) on the Ejari system.

Dubai - DIFC

Within the DIFC, all dispositions of real property rights, including freehold title, long-term leases and mortgages, must be registered with the DIFC Registrar of Real Property on the DIFC Property Register.

Abu Dhabi – Onshore

Onshore Abu Dhabi, the following rights and interests are required to be registered, with the registration system administered by Abu Dhabi Real Estate Centre:

• Freehold ownership, musataha and usufruct rights - all dispositions of full ownership, musataha rights and usufruct rights must be registered on the Real Estate Register, established under Law No. 3 of 2005.
• Long-term lease rights - a long-term lease is defined as a lease of which the initial period is no less than twenty-five (25) years. Long-term lease rights constitute a recognized property right and must be registered on the Real Estate Register.
• Short-term leases - short-term leases which are defined to be for a term of less than four (4) years must be registered on the Tawtheeq system. Typically, a tenant is responsible for the registration process and associated fees.
• Leases of between four (4) years and twenty-five (25) years - leases of a term over four (4) years but less than twenty-five (25) years must be registered on the Tamleeq system. The responsibility for registration may be allocated between the parties in the lease agreement.
• Off-plan property rights - all dispositions pertaining to real estate units sold off-plan must be registered on the Initial Real Estate Register.
• Mortgages - a mortgage must be recorded in the Initial Real Estate Register or the Real Estate Register, as the case may be.

Abu Dhabi – ADGM

Within the ADGM, all real estate transfers and dispositions of real property rights recognized by the ADGM must be registered with the ADGM Property Register, maintained by the ADGM Registration Authority.

The documentary evidence of ownership will differ depending on the type of interest held and the jurisdiction in which the property is located. In all cases, where a property has been acquired off-plan and has not yet been transferred to the Real Estate Register on completion, the relevant off-plan registration certificate will serve as evidence of the buyer's interest during the development period.

Dubai - Onshore

The principal documents evidencing real property ownership and interests are as follows:

• A title deed issued by the Dubai Land Department, for freehold title, usufruct rights, musataha rights and long-term leasehold interests being leases of not less than ten (10) years. The title deed is the primary document of title and definitive evidence of registered ownership.
• An Oqood certificate issued by the Dubai Land Department upon registration of an off-plan sale and purchase agreement on the Oqood (Interim Real Estate Register). The Oqood certificate evidences the buyer's registered interest in an off-plan unit prior to completion and transfer to the Real Estate Register.
• An Ejari certificate issued by the Dubai Land Department upon registration of a residential tenancy contract or short-term lease on the Ejari system. The certificate evidences the tenant's registered short-term leasehold interest and is a precondition for access to utility connections and government services.

Dubai - DIFC

Within the DIFC, evidence of real property ownership is provided by a certificate of title issued by the DIFC Registrar of Real Property confirming registration on the DIFC Property Register.

Abu Dhabi

Similar to onshore Dubai, registration in the relevant register is the foundation of title, and the documents evidencing such registration are as follows:

• Title deed issued by the Abu Dhabi Real Estate Centre for full ownership (freehold), usufruct rights, musataha rights and long-term lease rights (being the right of lease of which the initial period is no less than twenty-five (25) years). The title deed is the primary document of title and the definitive evidence of registered ownership in the Real Estate Register.
• Initial Real Estate Register certificate in respect of all dispositions relating to real estate units sold off-plan and recorded under the Initial Real Estate Register.
• For leases under four (4) years in Abu Dhabi, a registration certificate issued by Tawtheeq.
• For leases over four (4) years but less than twenty-five (25) years a registration certificate issued by Tamleeq.

Abu Dhabi - ADGM

Within the ADGM, evidence of real property ownership is provided by a certificate of title issued by the ADGM Registration Authority confirming registration on the ADGM Property Register.

No. In Dubai, prospective buyers may conduct an ownership certification validation search on the Dubai Land Department website, which will identify the registered owner and indicate whether a mortgage has been registered over the property: Dubai Land Department - Verify Title Deed However, this search is confirmatory in nature only and does not replace a review of the physical title deed.

As a general position, the physical title deed must be inspected in order to verify ownership and any encumbrances, and we strongly recommend physical title deed(s).

Dubai – Onshore

The right to own real property in Dubai is restricted to UAE nationals, nationals of the Gulf Cooperation Council (GCC) member states and to companies fully owned by these, and to public joint-stock companies. Non-UAE and non-GCC nationals may, in certain areas and subject to the approval of the Ruler of the Emirate of Dubai, may acquire the following rights:

• Freehold ownership of real property without time restrictions;
• Usufruct or leasehold over real property for a period not exceeding 99 years; or
• Musataha rights.

The designated areas where foreigners are permitted to acquire leasehold or usufruct interests in property are determined by the Ruler of the Emirate of Dubai by way of decrees and regulations issued from time to time. The designated areas currently include the following areas:

• Palm Jumeirah;
• Downtown Dubai;
• Dubailand;
• Dubai Marina;
• Jumeirah Islands;
• Al Barari;
• Dubai Hills Estate;
• Mohammed Bin Rashid City (MBR City);
• Tilal Al Ghaf;
• Dubai Creek Harbour;
• Jumeirah Golf Estates; and
• The Greens.

Outside the designated areas, non-GCC and non-UAE nationals are not permitted to acquire freehold, leasehold or usufruct interests in real property.

A foreign company seeking to acquire freehold, leasehold or usufruct interests in designated areas of Dubai must do so through one of the permitted ownership vehicles:

• a Jebel Ali Free Zone Authority (“JAFZA”) offshore company;
• a Dubai Multi Commodities Centre (“DMCC”) company;
• a Company incorporated in the ADGM free zone;
• a RAK International Corporate Centre (“RAKICC”) offshore company;
• a DIFC company, partnership, foundation, real estate investment trust or real estate fund, subject to the approval of the DIFC Registrar of Companies (approval is given on a case-by-case basis); or
• a limited liability company (“LLC”) whose ultimate beneficial owners comprise at least 51% UAE nationals and 49% non-GCC nationals.

Please note that the relevant entity must be incorporated in a jurisdiction that permits it to own real estate in Dubai. By way of example, a JAFZA company would not be permitted to acquire real estate onshore in Dubai.

Decree No. 22 of 2022 (the Property Investment Funds Law) establishes a new Register of Property Investment Funds at the Dubai Land Department, enabling qualifying funds to access enhanced ownership rights in Dubai. The regime applies to property funds licensed by competent authorities (including the SCA and DFSA) and to real estate across Dubai (excluding the DIFC). Registered funds are permitted to acquire freehold, usufruct and long-term lease interests, including in areas not otherwise open to foreign ownership, subject to designation by a special committee. To qualify, funds must meet certain thresholds (including a minimum AED 180 million in real estate assets, valid licensing and good standing) and pay a registration fee, with ongoing compliance monitored by the Dubai Land Department.

The law also sets out the operational and transactional framework for registered funds. Registration may be revoked if eligibility criteria cease to be met (e.g. insolvency, suspension or liquidation), resulting in suspension of future rights. The special committee determines eligible assets in restricted areas, having regard to criteria such as minimum asset value (AED 50 million) and investment return. Preferential Dubai Land Department registration fees apply to dispositions by funds (e.g. 2% on acquisitions and usufructs, 4% on disposals), and specific provisions govern the contribution of real estate as in‑kind capital during fund establishment, including fixed transfer fees and title registration mechanics.

Dubai – DIFC

Within the DIFC, the position is materially more permissive. All foreign nationals, foreign companies and GCC nationals have a right to acquire real estate within the DIFC. There are no designated area or nationality restrictions applicable to the acquisition of DIFC real property.

Abu Dhabi – Onshore

In Abu Dhabi, unless the real estate asset is located within an investment zone, only individuals or companies wholly owned by UAE nationals can hold real rights (rights in rem) in real estate. Essentially, the four categories of rights in property that the foreign ownership restrictions apply to are as follows:

• Freehold ownership of real property.
• Musataha rights (the right to construct and use land).
• Usufruct rights (the right to use and enjoy another’s property).
• Long-term lease rights.

Outside the designated investment areas, non-UAE and non-GCC nationals may only acquire leasehold interests (not constituting a recognized real property right) and may not acquire freehold or equivalent ownership rights. The designated investment areas are determined by the Ruler of Abu Dhabi by decree from time to time. The investment zones include the following:

• Al Reem Island;
• Al Raha Beach and Reem Island;
• Al Reef Area;
• Lulu Island;
• Saadiyat Island;
• Yas Island;
• Al Sidayra;
• Masdar City;
• Al Maryah Island;
• Allocation of land to Abu Dhabi Airports Company;
• Allocation of land to Abu Dhabi Ports Company;
• Allocation of land from Al Falah Fahed Island;
• Had Al Saadiyat Project;
• Al Jaraf Area;
• Nurai Island;
• Land allocated to the higher corporation for specialized economic zones;
• Al Jubail Island;
• Al Shamkha; and
• Kaser Al Amouaj.

As in Dubai, foreign companies seeking to acquire real property rights in Abu Dhabi's designated investment areas must do so through an appropriately structured vehicle.

Abu Dhabi - ADGM

All foreign nationals and foreign companies have an unrestricted right to acquire real property within the ADGM's jurisdiction, without the nationality restrictions applicable to onshore Abu Dhabi. The ADGM operates under English common law principles and its own regulatory framework, and there are no designated area restrictions applicable to the acquisition of ADGM real property.

Yes. The UAE recognizes the power of the state to compulsorily acquire real property for public benefit. This power operates at both the federal and emirate level, and its exercise is subject to the payment of just compensation.

At the federal level, Article 1039 of the Civil Code, local and federal authorities can compulsorily acquire real estate if it is necessary for the public’s benefit, such as the construction of highways, and fair compensation is paid. In addition, each emirate can pass its own laws to regulate compensation. The amount of compensation payable depends on the value of what is expropriated together with any loss of profit and any other damage that may arise because of the expropriation.

Each emirate retains the right to pass its own laws regulating the exercise of this power and the determination of compensation. Pursuant to Dubai Law No. 2 of 2022 Concerning the Acquisition of Real Property for the Public Benefit, an Acquisition Committee is established with responsibility for ruling on applications for compensation submitted by persons whose real property is affected by an expropriation order. Affected landowners may submit claims to the Acquisition Committee, which will assess and determine the compensation payable based on the market value of the property and any consequential losses.

In Abu Dhabi, the acquisition of real property for public benefit is governed by the applicable emirate-level expropriation legislation (as updated from time to time), under which the government may compulsorily acquire real property for public benefit, subject to the payment of fair compensation, typically assessed by reference to the market value of the property at the date of expropriation.

The Civil Code provides for the following types of tenure:

• Freehold, which is the most superior of real property right and provides for the right to use, enjoy and occupy land or property permanently
• Musataha, which is the right to build on land for a specified duration as determined by agreement between the parties under the musataha agreement
• Usufruct, the right to use, enjoy and occupy land or property belonging to another person for a fixed term not exceeding 99 years

In the context of commercial real estate investment and development, it is common market practice to acquire and hold real property through a dedicated special purpose vehicle (“SPV”) rather than through direct individual ownership. The principal advantages of the SPV structure are the ring-fencing of liability, such that the liabilities of the property-owning entity do not affect the wider investment group or its other assets and the ability to effect an onward sale of the real estate by way of a share transfer rather than a direct asset transfer, which can offer significant commercial and administrative advantages and may facilitate a more efficient transaction process for both parties.

The choice of the appropriate corporate vehicle will be driven by a number of factors, including the nationality of the investor, the location and nature of the asset, any applicable foreign ownership restrictions, financing arrangements and the investor's broader structuring objectives. The range of corporate vehicles available for this purpose, and the restrictions applicable to each, are addressed in the foreign ownership section of this guide.

For individual residential purchases, direct ownership in the name of one or more individuals remains the most common approach, subject to the foreign ownership restrictions applicable in the relevant Emirate.

Real estate transactions in the UAE are funded through a variety of mechanisms, ranging from equity-only acquisitions to financing structures. The appropriate funding method will depend on the nature and value of the asset, the profile and nationality of the buyer, and whether the transaction involves a completed asset or an off-plan purchase.

Baker McKenzie can advise and assist clients at every stage of a real estate transaction, including from the very outset of discussions. We are experienced in preparing, reviewing and negotiating heads of terms and memoranda of understanding on behalf of both buyers and sellers, ensuring that our clients' commercial interests and legal position are properly protected before any binding commitments are entered into.

A real estate transaction will typically be initiated by the broker acting on behalf of the seller, who will often prepare an initial memorandum of understanding (“MOU”) or heads of terms recording the fundamental commercial terms agreed in principle between the parties, including the identity of the parties, the agreed purchase price, the payment structure, any conditions precedent, the proposed completion timeline and the arrangements for payment of the broker's commission. Whilst the MOU or heads of terms is not ordinarily a legally binding document in its entirety (save in respect of any exclusivity, confidentiality or deposit provisions), it serves as a critical reference point for the subsequent negotiation of formal transaction documentation, and it is strongly advisable for clients to engage legal counsel at this stage to ensure the document adequately protects their position.

Once the principal commercial terms have been agreed, the seller's lawyers will prepare the initial draft of the sale and purchase agreement (“SPA”). The SPA will typically address the following matters:

• the identity of the parties;
• the description and title details of the property;
• the agreed purchase price and the payment mechanics (including any deposit, staged payment schedule or balance payment on completion);
• the completion date and completion conditions;
• title warranties and representations;
• permitted encumbrances and title indemnities;
• the allocation of costs, fees and transfer taxes;
• default remedies and rights of rescission; and
• dispute resolution and governing law.

In the meantime, the buyer's lawyers will carry out legal due diligence on the property, including a review of the registered title, existing encumbrances, third-party interests and any planning/zoning or regulatory matters. The results of the due diligence exercise will inform the buyer's negotiating position on the SPA and may result in the inclusion of specific warranties, indemnities or conditions precedent to completion.

Dubai - Onshore

For onshore Dubai, to effect the registration of the transfer of a property right with the Dubai Land Department, the parties must execute the Dubai Land Department’s standard-form “Form F” (Memorandum of Understanding) in addition to the negotiated SPA. Form F is produced by the Dubai Land Department and is entered into by the seller, buyer and broker. The agreed SPA is appended to and incorporated within Form F, which is then lodged with the Dubai Land Department to initiate the registration transfer process. The Dubai Land Department will issue the new title deed in the buyer's name following the satisfaction of all registration requirements and payment of the applicable transfer fees.

In the context of off-plan transactions in onshore Dubai, the off-plan SPA must be registered on the Oqood system under the Interim Real Estate Register.

A long leasehold interest of ten (10) years or more is registered at the Dubai Land Department.

Dubai – DIFC

Within the DIFC, real property transfers are effected pursuant to the DIFC's own land transfer documentation and registration procedures administered by the DIFC Registrar of Real Property. Transfers of DIFC real property require execution of a transfer instrument which is lodged with the DIFC Property Registrar for registration, following which a new land certificate is issued in the buyer's name.

Abu Dhabi - Onshore

Transfers of freehold interests, musataha, usufruct and long-term lease rights (i.e., leases of twenty-five (25) years or more) must be registered in the Real Estate Register by submission of the transfer documentation generated through the Abu Dhabi Real Estate Centre’s registration platform.

Leasehold interests for terms of between four (4) and twenty-five (25) years are required to be registered on the Tamleeq system. A standard-form lease agreement produced by Tamleeq must be completed and submitted to the Abu Dhabi Real Estate Centre.

Short-term leases of less than four (4) years must be registered on the Tawtheeq system. A standard-form lease agreement produced by Tawtheeq must be completed and submitted to the Abu Dhabi Real Estate Centre.

All off-plan sale and purchase transactions must be registered on the Initial Real Estate Register.

Abu Dhabi – ADGM

Within the ADGM, real property transfers are effected pursuant to the ADGM’s own land transfer documentation and registration procedures administered by the ADGM Registrar of Real Property. Transfers of ADGM real property require execution of a transfer instrument which is lodged with the ADGM Property Registrar for registration, following which a new land certificate is issued in the buyer's name.

An owner or occupier may, in certain circumstances, inherit liability in respect of a property even where the relevant matters arose prior to their acquisition or occupation of it. It is therefore standard practice for the parties to negotiate the allocation of pre-existing liabilities carefully within the SPA. Where we act for a seller, we would typically seek to include appropriate qualifications, caps and time limits on any warranties and indemnities given by the seller, so as to limit the seller's exposure in respect of pre-existing matters. Where we act for a buyer, our focus would be on ensuring that the seller remains fully liable for pre-existing liabilities through the inclusion of comprehensive warranties, indemnities and, where the risk warrants it, retention, escrow or title insurance arrangements.

On completion of a sale, a buyer will typically require the seller to provide an indemnity in respect of any liabilities that may arise or continue following the transfer of the property.

Subject to what has been agreed in the SPA, a seller or former occupier may, in certain limited circumstances, retain ongoing liability in relation to a property following the disposal of their interest. The nature and extent of any such ongoing exposure will depend principally on the terms negotiated in the SPA, in particular, the scope of any warranties, representations or indemnities given by the seller at the time of completion and in any event will be subject to the applicable limitations, caps and time periods agreed between the parties. Where a seller has given indemnities to a buyer, those indemnities may give rise to continuing obligations and potential exposure following completion of the sale.

On expiry of a lease, a tenant is obligated to hand back the property to the landlord in the same condition that it was at the beginning of the tenancy, subject to fair wear and tear. Similarly, a landlord must hand over a property to a tenant in good condition.

Liability for damage to the environment attaches to the party responsible for causing such damage and, as a matter of UAE law, remains with that party regardless of any subsequent change in ownership or occupation of the relevant property. Whilst the SPA may, as between the contracting parties, allocate or discharge environmental liability (for example, through an indemnity given by the seller to the buyer, or through a contractual release), such arrangements are binding only between the parties themselves. They do not extinguish or transfer any statutory or regulatory liability that may be owed to third parties or public authorities. Accordingly, notwithstanding any discharge of contractual liability under the SPA, the party that caused the environmental damage may nonetheless remain exposed to regulatory enforcement action or third-party claims in respect of that damage.