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A share transfer in a UAE company is far more than a commercial agreement between a buyer and a seller. It is a legal process that demands compliance with the company's constitutional documents, applicable corporate laws, and the procedures of the relevant licensing authority or registrar. Careful planning, thorough due diligence, and accurate documentation help ensure that the transfer is valid, enforceable, and formally recognised by the relevant authorities.

Understanding the Legal Framework

Share transfers in the UAE are governed by a combination of federal legislation, free zone regulations, and a company's constitutional documents. The applicable legal framework depends primarily on where the company is incorporated. Mainland companies are generally regulated by the UAE Commercial Companies Law, while entities established in financial centres such as the Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM), as well as companies incorporated in other free zones, are subject to their respective regulatory regimes.

Alongside statutory requirements, a company's Memorandum of Association (MoA), Articles of Association (AoA), or equivalent constitutional documents often contain provisions governing the transfer of shares. These documents may impose restrictions, prescribe approval procedures, or grant existing shareholders specific rights before shares may be transferred to a third party. Consequently, a detailed legal review of these documents is an essential first step in any proposed transaction.

Reviewing Transfer Restrictions

Not every shareholder is free to transfer shares without limitation. Many companies incorporate contractual restrictions designed to preserve the ownership structure and protect the interests of existing shareholders.

Common restrictions include pre-emption rights, under which existing shareholders must first be offered the shares before they are sold to an external party. Some companies require approval from the board of directors or shareholders before a transfer can proceed. Others impose restrictions during specified periods or prohibit transfers to competitors or certain categories of persons.

Failure to comply with these provisions may result in delays, disputes, or rejection of the transfer by the relevant authority. Parties should therefore ensure that all contractual conditions have been satisfied before executing the transaction documents.

Key Documents Required

The documentation required for a share transfer varies depending on the jurisdiction and the relevant licensing authority. Nevertheless, several core documents are commonly required across most transactions.

A Share Transfer Agreement records the commercial terms agreed between the parties, including the number of shares being transferred, the purchase price, representations and warranties, completion arrangements, and any conditions precedent. Corporate approvals, including shareholder or board resolutions, are also generally required where mandated by law or the company's constitutional documents.

Licensing authorities typically require updated constitutional documents, registers of shareholders, beneficial ownership declarations, identification documents of the parties, and prescribed application forms. Certain jurisdictions may also require notarisation, legalisation, or attestation of documents, particularly where corporate shareholders or foreign entities are involved.

Preparing a complete set of documents at the outset can significantly reduce administrative delays during the approval process.

Regulatory and Authority Approvals

Completion of the transaction remains subject to approval by the relevant licensing authority or registrar. For mainland companies, amendments to corporate records generally require filings with the competent authority, while free zones maintain their own registration procedures and approval requirements.

The authority may review whether the proposed shareholder satisfies applicable ownership requirements, whether all corporate approvals have been obtained, and whether the company has complied with its regulatory obligations. In certain sectors, additional approvals from specialised regulators may also be necessary where the company carries on regulated activities.

The legal transfer of ownership is generally recognised only after the relevant authority updates its official records and issues amended corporate documents, where applicable. Accordingly, signing the Share Transfer Agreement alone does not complete the legal transfer.

Due Diligence Before Acquiring Shares

From a purchaser's perspective, acquiring shares also means assuming exposure to the company's existing legal and commercial position. Comprehensive legal due diligence helps identify potential risks before the transaction is completed.

A purchaser should review the company's constitutional documents, corporate records, financial statements, material contracts, regulatory licences, and any ongoing litigation or investigations. It is equally prudent to verify compliance with corporate governance requirements, beneficial ownership regulations, tax obligations, and licensing conditions.

Where liabilities or compliance concerns are identified, the parties may negotiate contractual protections, including warranties, indemnities, or conditions that must be fulfilled before completion.

Beneficial Ownership and Compliance Considerations

The UAE places considerable emphasis on corporate transparency and regulatory compliance. As a result, changes in shareholding may trigger obligations relating to the company's register of beneficial owners or similar disclosure requirements imposed by the relevant jurisdiction.

Companies should also assess whether the transfer affects economic substance obligations, licensing requirements, regulatory filings, or sector-specific approvals. Financial institutions maintaining the company's bank accounts may request updated corporate documents following completion of the transaction as part of their compliance procedures.

Addressing these compliance requirements promptly helps avoid unnecessary operational disruptions after the transfer has been completed.

Practical Challenges in Share Transfers

Although many share transfers appear straightforward, practical issues frequently arise during implementation. Missing corporate records, inconsistencies between constitutional documents and official registers, expired identification documents, or incomplete regulatory filings can all delay completion.

Transactions involving foreign corporate shareholders often require additional time because documents may need to be notarised, legalised, or translated. Likewise, companies operating in regulated sectors may be subject to further approval processes before ownership changes can be formally registered.

Identifying these practical issues at an early stage enables the parties to establish realistic timelines and minimise the risk of unexpected delays.

Conclusion

A share transfer in a UAE company involves far more than executing a sale agreement. It requires careful consideration of the applicable legal framework, the company's constitutional documents, regulatory requirements, and authority approval procedures. Proper due diligence, accurate documentation, and strict compliance with statutory and contractual obligations are essential to ensure that the transfer is legally effective and recognised by the relevant authorities. Adopting a structured legal approach not only facilitates a smoother transaction but also significantly reduces the risk of disputes, regulatory complications, and compliance issues after completion.

The UAE Labour Law provides important legal protections for employees who experience harassment in the workplace, allowing them to resign immediately without serving the contractual notice period in certain circumstances while retaining their end-of-service benefits. However, employees must comply with specific procedural requirements, and claims for compensation or unfair dismissal are governed by separate legal provisions.

Under Article 45(2) of the Federal Decree-Law regulating labour relations, an employee who has been assaulted, subjected to violence or harassed at work by the employer or the employer's legal representative may terminate the employment relationship without notice while preserving all statutory end-of-service rights. This protection is intended to ensure that employees are not compelled to remain in an abusive or hostile working environment merely to safeguard their employment benefits.

The law, however, requires employees to take timely action. To rely on this provision, the employee must report the incident to the competent authorities and the Ministry of Human Resources and Emiratisation within five working days from the date on which they were able to make the report. Failure to comply with this requirement could affect the employee's ability to rely on the legal protection available under Article 45.

While employees may resign immediately following proven workplace harassment, such circumstances do not automatically amount to arbitrary dismissal under UAE law. Article 47 of the Labour Law specifically limits claims of arbitrary dismissal to situations where an employer terminates an employee because the employee has lodged a serious complaint with the Ministry or initiated legal proceedings against the employer, provided the complaint or legal claim is subsequently found to be valid.

Employees who have suffered harassment may nevertheless pursue compensation through the courts. In such cases, the burden of proof rests on the employee, who must establish that the alleged harassment occurred and that it was committed by the employer or the employer's legal representative during the course of employment. Documentary evidence, witness testimony or other admissible material may be relied upon to substantiate the claim.

Ultimately, the court will evaluate the evidence presented and determine whether the circumstances justify an award of compensation. The decision will depend on the facts of each case, the credibility of the evidence and whether the legal requirements under the UAE Labour Law have been satisfied.

The UAE has introduced one of the most significant reforms to its child welfare framework in recent years with the enactment of Federal Decree-Law No. 12 of 2025, amending Federal Decree-Law No. 24 of 2022 on Children of Unknown Parentage. The amendments considerably widen access to foster care by allowing qualifying expatriate married couples and eligible single women to apply as foster families — a notable departure from the previous framework, which largely limited eligibility to Emirati nationals.

While the reforms make the foster care system more inclusive, they also preserve the UAE's longstanding commitment to protecting vulnerable children through rigorous eligibility assessments, government approvals and ongoing supervision. Every decision relating to foster placement continues to be guided by one overriding principle: the best interests of the child.

For prospective foster carers, the amendments create new opportunities but not a simplified application process. Foster care remains a carefully regulated legal arrangement that requires strict compliance with statutory eligibility criteria, documentary requirements and continuing obligations after placement.

The reforms also expand the role of legal practitioners, who are increasingly advising prospective foster families on eligibility, documentation, regulatory procedures and ongoing compliance throughout the foster care relationship.

Foster Care is Not Adoption

Understanding the UAE's foster care framework begins with an important legal distinction.

Unlike many jurisdictions, the UAE does not recognise adoption in the traditional legal sense, under which a child becomes the legal descendant of adoptive parents with corresponding changes to lineage, family name and inheritance rights.

Instead, the UAE follows a regulated foster care system, commonly associated with the concept of kafala. Under this framework, approved foster families assume responsibility for a child's care, upbringing, education and welfare without altering the child's legal identity or lineage.

The 2025 amendments expand access to this existing foster care framework rather than introducing a new adoption regime. This distinction remains fundamental to understanding both the rights of the child and the responsibilities of foster families under UAE law.

A More Inclusive Eligibility Framework

The most significant feature of the amendments is the expansion of eligibility to a broader range of applicants.

Under the revised framework, married couples may apply to foster a child regardless of nationality or religion, provided both spouses satisfy the statutory requirements and the competent authority determines that the placement serves the child's best interests.

The amendments also allow women aged 30 years or above to apply as foster carers, recognising that safe and nurturing family environments may exist beyond the categories previously contemplated under the legislation.

However, the reforms do not create an automatic right to foster a child. Every application is assessed individually, and approval ultimately depends on the competent authority's evaluation of the applicants' suitability and the child's welfare.

Eligibility Extends Beyond Nationality and Marital Status

The revised legislation adopts a holistic approach to assessing suitability rather than focusing solely on nationality or personal status.

Applicants may be required to demonstrate legal capacity, good character, financial stability, physical and psychological fitness, and the ability to provide a secure and supportive home environment. Authorities may also consider criminal records or other circumstances that could adversely affect the child's wellbeing.

The objective is to ensure that every foster placement provides long-term stability while promoting the child's physical, emotional and educational development.

These requirements reinforce an important principle: foster care is fundamentally a child protection measure rather than an alternative route to family formation.

Financial Stability and a Suitable Home Environment

Financial capability is one of the key considerations during the assessment process.

Rather than prescribing a fixed income threshold, the competent authority generally evaluates whether applicants possess sufficient financial resources to provide accommodation, healthcare, education and everyday care throughout the foster placement.

Applicants should therefore expect to submit supporting evidence such as salary certificates, employment records, bank statements or other financial documents requested by the authorities.

The suitability of the proposed home environment is equally important. Authorities may assess not only the physical condition of the residence but also the overall family setting, caregiving arrangements and the stability of the household to determine whether it can support the child's long-term welfare.

Documentation and the Approval Process

Like many family law procedures in the UAE, foster care applications require extensive documentation.

Applicants should be prepared to submit identity and residency documents, marriage certificates or civil status records, medical reports, police clearance certificates, financial records and any additional documents requested during the assessment process.

Where documents originate outside the UAE, they may require legalisation, authentication and certified Arabic translation before they are accepted by the competent authorities.

Incomplete, inconsistent or improperly authenticated documentation can delay the approval process. Early legal review of the application often helps identify potential issues before submission, reducing procedural delays and improving the likelihood of a smooth assessment.

Continuing Supervision After Placement

Government oversight does not end once a foster care application is approved.

The legislative framework provides for ongoing supervision to ensure that foster placements continue to safeguard the child's welfare. Depending on the circumstances, foster families may be subject to periodic reviews, monitoring visits or requests for updated information to confirm continued compliance with statutory obligations.

The amendments further strengthen the regulatory framework by reinforcing the responsibilities of foster carers in relation to the child's identity, welfare and ongoing care. Foster families are expected to cooperate fully with supervisory authorities and continue meeting the standards upon which their approval was granted.

From a legal perspective, foster care should therefore be understood as a continuing legal relationship rather than a one-time administrative approval.

The Lawyer's Role in Foster Care Applications

Although foster care proceedings are centred on child welfare rather than litigation, legal advice can be valuable at every stage of the process.

Lawyers assist prospective foster families by assessing eligibility, identifying documentary requirements, coordinating the authentication of foreign documents, advising on procedural obligations and responding to enquiries from the competent authorities.

Legal assistance can be particularly beneficial where applications involve expatriate families, cross-border documentation or complex personal status issues.

Following approval, legal practitioners may also advise foster families on their continuing statutory obligations, interactions with supervisory authorities and any legal issues that arise during the placement.

By ensuring that applications are properly prepared from the outset, legal advisers can help minimise delays, facilitate regulatory compliance and support a smoother approval process.

Conclusion

The introduction of Federal Decree-Law No. 12 of 2025 marks a significant evolution in the UAE's foster care framework. By extending eligibility to qualifying expatriate married couples and eligible single women, the UAE has broadened opportunities for children of unknown parentage to be raised in safe, stable and supportive family environments while preserving robust legal safeguards designed to protect their welfare.

At the same time, the reforms make clear that foster care is not merely a compassionate undertaking but a carefully regulated legal relationship. Thorough eligibility assessments, financial capability reviews, documentary compliance and continuing government supervision remain central to the framework.

As the UAE continues to modernise its family law regime, prospective foster carers must approach the process with careful preparation and a clear understanding of their legal responsibilities. Early legal advice can help applicants navigate the regulatory framework, satisfy procedural requirements and ensure ongoing compliance. Ultimately, in a system where the child's best interests remain paramount, careful preparation is not simply a procedural advantage — it is essential to securing a stable, lawful and sustainable foster placement.

Dubai's construction regulatory regime has entered a new era. While compliance has traditionally centred on obtaining permits, securing approvals and passing inspections, the focus has now shifted to continuous accountability throughout the life cycle of a project. The introduction of Law No. (3) of 2026 Concerning the Quality and Safety of Buildings in the Emirate of Dubai significantly strengthens the enforcement powers of the authorities by introducing substantial financial penalties, tougher administrative sanctions and broader legal consequences for non-compliance.

Among the law's most significant features is the scale of financial penalties. Violations may attract fines ranging from Dh100 to Dh1 million. More importantly, where the same violation is repeated within two years, the competent authority may double the penalty, subject to a maximum of Dh2 million. For developers, contractors, consultants and property owners, this elevates regulatory compliance from a technical obligation to a critical legal, financial and commercial priority.

A Shift from Corrective Enforcement to Preventive Compliance

Historically, enforcement of Dubai's building regulations largely focused on inspections, rectification notices and compliance with permitting requirements. Although financial penalties existed, regulatory action often prioritised corrective measures before project completion.

The 2026 framework adopts a markedly different approach. Rather than merely correcting defective work, the law seeks to deter unsafe construction practices through stringent penalties that can directly affect the commercial viability of projects. It recognises that poor construction quality extends far beyond contractual disputes, posing risks to public safety, neighbouring properties and the long-term resilience of urban infrastructure.

To achieve these objectives, the law grants the competent authority wide-ranging powers to investigate violations, impose administrative fines and take additional regulatory action where necessary.

Financial Penalties Can Be Significant

The legislation authorises administrative fines ranging from Dh100 to Dh1 million, depending on the nature, seriousness and consequences of the violation.

While the detailed schedule of violations and corresponding penalties will be prescribed through Executive Council decisions and implementing regulations, the law indicates that enforcement is expected to cover conduct such as:

• undertaking construction without the required approvals or permits;
• deviating from approved building plans;
• using non-compliant or uncertified construction materials;
• committing violations affecting structural integrity or fire safety;
• failing to comply with mandatory inspection requirements;
• obstructing regulatory inspections; and
• failing to rectify identified defects within prescribed timelines.
  
  

The legislation adopts a proportionate enforcement model, enabling authorities to distinguish between minor administrative breaches and serious safety violations that endanger occupants or the wider public.

When Can a Fine Reach Dh2 Million?

One of the law's strongest deterrents is its repeat-offender mechanism.

Where the same violation is committed again within two years of the first offence, the competent authority may double the applicable fine, provided that the total penalty does not exceed Dh2 million.

This provision is particularly significant for developers and contractors managing multiple projects simultaneously. Repeated regulatory breaches across different developments could expose businesses to substantially higher financial liabilities, especially where recurring violations point to systemic failures in internal compliance procedures.

The repeat-offence mechanism also reflects the regulator's expectation that businesses will strengthen their internal compliance systems after an initial breach. Failure to do so may be viewed as evidence of ongoing non-compliance rather than an isolated lapse.

The Fine is Only Part of the Risk

Financial penalties represent only one aspect of the enforcement regime.

The law also empowers the competent authority to impose a range of administrative measures designed to protect public safety and compel compliance. These may include:

• suspension of construction activities;
• suspension or restriction of building permits;
• refusal to issue completion certificates;
• directions requiring the immediate rectification of unsafe work; and
• any other administrative measures necessary to eliminate safety risks.
  
  

For developers, these regulatory actions may prove even more damaging than the financial penalty itself. Construction delays can trigger additional financing costs, contractor claims, liquidated damages under sale agreements and reputational harm. Delayed completion may also affect purchaser handovers, escrow cash flows and contractual milestone payments, significantly increasing the commercial impact of regulatory action.

On large-scale developments, even a temporary suspension can disrupt project schedules and cash flow.

Impact on Property Sales and Leasing

One of the less-discussed implications of the law concerns completed buildings.

Where compliance issues remain unresolved, administrative restrictions may affect the ability to obtain approvals necessary for occupation, registration or leasing. In practice, unresolved building safety violations may delay access to essential regulatory services required for occupancy, registration and lease-related procedures until the defects are rectified.

For developers holding completed inventory, such delays can postpone revenue generation, increase financing and holding costs, and affect project profitability.

Outstanding regulatory violations may also influence property transactions. Purchasers, lenders and institutional investors increasingly undertake detailed legal and technical due diligence before completing acquisitions. Unresolved compliance issues could therefore affect asset valuations, financing decisions and transaction certainty.

Contractor Liability Continues Beyond Project Completion

The legislation reinforces a well-established principle of UAE construction law: regulatory compliance does not replace contractual responsibility.

A contractor may fulfil its contractual obligations to the employer while simultaneously breaching statutory safety requirements. Equally, obtaining regulatory approvals does not necessarily protect contractors or consultants from civil liability if defects later emerge.

Where unsafe construction causes property damage, financial loss or personal injury, affected parties may pursue civil claims in addition to any administrative penalties imposed by the authorities.

Developers should therefore ensure that construction contracts clearly allocate responsibility for regulatory compliance, inspections, material certification and defect rectification.

Similarly, supervising consultants should maintain comprehensive records demonstrating that inspections were properly conducted and that non-compliant work was identified and appropriately addressed.

Potential Civil and Criminal Consequences

Administrative penalties operate independently of court proceedings. However, serious safety breaches may expose responsible parties to wider legal consequences.

Where building defects result in structural collapse, injury or fatalities, developers, contractors, consultants and other responsible parties may face civil claims and criminal investigations under other applicable UAE laws.

Depending on the circumstances, liability may extend beyond the contracting company to individuals responsible for project management, supervision or regulatory compliance.

An earlier administrative violation may also become significant evidence in subsequent civil or criminal proceedings, particularly where regulators had previously identified safety concerns that were ignored or inadequately addressed.

For this reason, regulatory notices should never be treated as routine administrative correspondence. They should instead be regarded as legal risk events requiring prompt investigation, documented corrective action and, where appropriate, legal advice.

Due Diligence Has Become More Critical

The strengthened enforcement regime underscores the importance of legal and technical due diligence throughout the entire project lifecycle — not merely before construction begins.

Effective compliance should include:

• verifying permit conditions before construction commences;
• ensuring contractor licences remain valid;
• confirming that approved designs match on-site execution;
• maintaining comprehensive inspection records;
• documenting compliance with material specifications;
• monitoring regulatory developments throughout the project; and
• responding promptly to any notices issued by the competent authority.
  
  

Developers who implement robust governance and compliance systems are better placed to prevent repeat violations and demonstrate good-faith cooperation with regulators.

Conclusion

Law No. (3) of 2026 Concerning the Quality and Safety of Buildings in the Emirate of Dubai marks a decisive shift towards stricter regulatory oversight of the construction sector. Administrative fines of up to Dh1 million, coupled with the possibility of Dh2 million for repeat violations within two years, underscore Dubai's commitment to improving construction quality and safeguarding public safety.

However, the financial penalties tell only part of the story. Suspended permits, project delays, restrictions on occupancy and leasing approvals, contractual disputes, civil liability and potential criminal exposure may collectively pose a far greater legal and commercial risk than the fine itself.

For developers, contractors and consultants, compliance can no longer be viewed as a box-ticking exercise confined to the permitting stage. It must become an ongoing governance function supported by rigorous documentation, continuous monitoring and sound legal oversight.

In Dubai's evolving regulatory environment, the most effective strategy is not preparing to defend enforcement proceedings — it is ensuring that the circumstances giving rise to them never occur.

Starting a new job in the UAE is an exciting milestone, but many employees make one common mistake — they focus almost entirely on the salary package and overlook the legal terms hidden in the employment contract.

While salary is an important factor, the clauses covering probation, working hours, leave, gratuity, termination rights and post-employment restrictions can have a far-reaching impact on an employee's professional and financial future.

Under the UAE Labour Law, an employment contract defines the rights and obligations of both employers and employees. Before signing, employees should carefully review every provision and ensure that the terms match the original job offer. A clear understanding of the contract can help prevent disputes and protect an employee's legal rights throughout the employment relationship.

1. Contract Type and Duration: Know How Long You are Committing For
   
   

One of the first aspects employees should check is the type and duration of the employment contract. Most private-sector employment in the UAE is governed by fixed-term contracts.

Employees should verify the contract's start and end dates, understand the conditions for renewal, and check the notice period required for resignation or termination. The employment contract should also match the original offer letter provided during the recruitment process.

Any differences between the offer letter and the final contract should be clarified before signing. A discrepancy in salary, designation, benefits or other key terms could create difficulties later.

2. Salary Breakdown: Why Your Basic Pay Matters More Than You Think
   
   

The salary structure is one of the most important sections of an employment contract. Employees should ensure that the document clearly separates the basic salary from allowances such as housing, transport and other benefits.

This distinction is crucial because several statutory benefits, including end-of-service gratuity, are calculated based on the basic salary rather than the employee's total compensation package.

A job offer with an attractive overall salary may not provide the same long-term financial benefits if a large portion of the package consists of allowances and the basic salary is relatively low.

3. Probation Period: Understand Your Rights Before Full Confirmation
   
   

The probation period is another key clause that employees should review carefully. Under UAE Labour Law, an employer may place an employee on probation for a maximum period of six months. Many companies, however, specify shorter probation periods depending on their internal policies.

During probation, either the employer or employee may end the employment relationship, but written notice requirements must still be followed.

If an employer terminates an employee during probation, at least 14 days' written notice must be provided. If an employee wishes to leave the UAE during probation, they must also provide 14 days' written notice. Employees who intend to move to another UAE employer must provide at least one month's notice.

Failure to comply with these requirements may require the employee to compensate the employer with an amount equivalent to the wage for the notice period. Leaving employment without fulfilling the required notice obligations may also result in a work permit restriction that could affect future employment opportunities in the UAE.

4. Working Hours: Check Your Schedule and Workplace Commitments
   
   

Employees should carefully examine the clauses relating to working hours and workplace schedules. Under UAE private-sector employment rules, the standard working hours are generally limited to eight hours per day or 48 hours per week.

However, certain sectors and job categories may operate under different arrangements. The employment contract should clearly state normal working hours, shift requirements, weekly rest days and whether the employee is eligible for overtime.

Understanding these provisions in advance can help avoid misunderstandings about workload expectations and working schedules.

5. Overtime Rules: Know When Extra Work Requires Extra Pay
   
   

The overtime clause is another important area that employees should understand before signing a contract.

While many managerial and supervisory positions are excluded from overtime provisions, employees who qualify for overtime compensation are protected under UAE Labour Law.

Employers may require employees to work additional hours, but overtime generally cannot exceed two hours per day. Where overtime applies, employees are entitled to their normal hourly wage based on their basic salary, plus an additional 25 per cent.

For overtime performed between 10pm and 4am, the additional payment increases to 50 per cent. These rules do not apply to employees working under shift arrangements.

If an employee is required to work on a scheduled day off, they are entitled either to a substitute rest day or payment equal to their normal wage plus an additional 50 per cent.

Before accepting a position, employees should clarify whether overtime is payable, compensated through additional leave or not applicable to their role.

6. Annual Leave: Understand Your Paid Time-Off Entitlements
   
   

The employment contract should also clearly reflect an employee's annual leave rights.

Under UAE Labour Law, employees who complete one year of service are entitled to 30 days of fully paid annual leave. Employees who have completed more than six months but less than one year of service are entitled to two days of leave for every completed month.

If employment ends before an employee has used their accrued annual leave, they are entitled to leave benefits or payment in lieu for the unused portion based on the period worked.

Understanding leave entitlements before signing helps employees plan their personal commitments and avoid disputes over unused leave balances.

7. End-of-Service Gratuity: Protect Your Long-Term Financial Benefits
   
   

The end-of-service gratuity clause is one of the most financially significant parts of an employment contract.

An employer cannot remove or reduce an employee's statutory gratuity entitlement through contractual terms. Gratuity is calculated based on the employee's final basic salary and does not include allowances such as housing or transport.

Employees are entitled to 21 days' basic salary for each completed year of service during the first five years. After completing five years, the entitlement increases to 30 days' basic salary for each additional year of service.

However, the total gratuity amount cannot exceed two years' total wages.

Employers are also required to settle all outstanding wages, benefits and gratuity payments within 14 days from the employee's last working day.

8. Notice Period: Know the Rules Before Resigning or Being Terminated
   
   

The notice period clause determines the obligations of both parties when ending an employment relationship.

Under UAE Labour Law, the notice period must generally be between 30 and 90 days. Employees should check whether the contract clearly specifies the notice period required from both the employer and the employee.

The contract should also explain how notice must be served and whether payment in lieu of notice is permitted.

Understanding these terms can help employees avoid unnecessary legal or financial complications when changing jobs or leaving an organisation.

9. Non-Compete Clauses: Watch Restrictions That Could Affect Your Next Job
   
   

Some UAE employment contracts contain non-compete clauses that restrict employees from joining competitors or starting a similar business after leaving their employer.

These clauses are governed by Article 10 of the UAE Labour Law and must be clearly defined and reasonably limited to be enforceable. A non-compete restriction may apply for up to two years after termination of employment.

Employees should carefully review the duration of the restriction, the geographical area covered and the specific industries or activities included.

An overly broad restriction may affect future career opportunities, making it essential to understand the scope of the clause before signing.

10. Contract Changes: Employers Cannot Alter Terms Without Your Consent
    
    

Employees should also be aware that employers cannot make significant changes to employment terms without the employee's written agreement.

Changes involving salary, job title, responsibilities or other essential conditions of employment require proper documentation and consent. Any amendment made without following the required legal process may not be enforceable.

Employees should also remember that they are legally entitled to receive a copy of their employment contract. Under Article 8(1) of the UAE Labour Law, employment contracts must be prepared in at least two copies — one retained by the employer and one provided to the employee.

Understanding Your Contract is the First Step Towards Protecting Your Rights

An employment contract is more than a document confirming salary and designation. It is a legal agreement that defines an employee's rights, responsibilities and protections throughout their career.

Taking time to review every clause before signing can help employees make informed decisions, avoid future disputes and ensure that their employment relationship begins on a clear legal foundation.

One of the most common misconceptions in Dubai's rental market is that a landlord can ask a tenant to leave whenever they wish. Many tenants, meanwhile, believe they have little say in the matter. Both assumptions are incorrect, and acting on either can prove costly.

Dubai's tenancy laws regulate eviction with precision. They prescribe specific grounds, mandatory notice periods and legal procedures that must be followed in every case. A landlord who fails to comply with these requirements cannot lawfully evict a tenant. Likewise, a tenant who understands these protections is in a far stronger legal position.

Your Rights as a Tenant

Under 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, a signed and registered tenancy contract remains binding for its full term. A landlord cannot evict a tenant during the lease without a legally recognised reason, nor can they recover possession at the end of the tenancy without following the prescribed legal process.

Where neither party serves written notice before the lease expires, the tenancy renews automatically under Article 25 of the amended law on the same terms and conditions. A tenant who fulfils their contractual obligations, including paying rent on time, has the legal right to remain in the property. That right cannot be overridden simply because the landlord wishes to recover the premises.

Eviction During the Lease

Dubai law permits eviction during the tenancy only where the tenant has committed a specific breach recognised under Article 25(1) of the amended law. These grounds include failing to pay rent within 30 days of receiving a formal written demand, subletting the property without the landlord's written consent, using the property for illegal activities or in a manner contrary to public order or morals, using it for purposes other than those agreed in the tenancy contract, or causing damage beyond normal wear and tear.

Before commencing eviction proceedings, the landlord must serve a written notice identifying the breach and granting the tenant 30 days to remedy it. If the breach is rectified within that period, the matter ends there. Only if the breach continues may the landlord file an eviction claim before the Rental Dispute Centre (RDC). This legal step is mandatory, and any attempt to bypass it is likely to result in the claim being rejected.

Eviction at the End of the Lease

Eviction at the expiry of a tenancy is governed by a separate and more restrictive framework. Under Article 25(2) of the amended law, a landlord may recover possession only on one of four recognised grounds: where the property is to be demolished or reconstructed with the necessary government approvals; where major renovation or maintenance cannot reasonably be carried out while the tenant remains in occupation, supported by a technical report from Dubai Municipality; where the landlord or a first-degree relative genuinely intends to occupy the property and owns no suitable alternative; or where the landlord intends to sell the property.

These four grounds are exhaustive. Unless a landlord's circumstances fall within one of them, there is no legal basis to recover possession at the end of the lease, regardless of personal circumstances or the duration of the tenancy.

The Twelve-Month Notice Requirement

Where one of the recognised grounds under Article 25(2) applies, the landlord must serve a formal eviction notice at least 12 months before the intended eviction date. The notice must be served through a Notary Public or by registered mail. Notices delivered by hand, WhatsApp, email or through an agent without notarisation generally do not satisfy the statutory requirements and may be successfully challenged before the RDC.

The notice must also specify the exact legal ground relied upon. A general request asking the tenant to vacate is insufficient, even if properly served. Importantly, the 12-month notice period begins from the date of valid service, not from the date the landlord decided to recover the property. If the notice is defective in any respect, the tenant may challenge its validity and remain in the property until the correct legal process has been followed.

When Landlords Misuse the Process

Dubai's tenancy laws also protect tenants from the misuse of eviction grounds. Under Article 26 of Law No. 26 of 2007, as amended, where a landlord recovers a residential property claiming personal use and subsequently re-lets it to another tenant, the former tenant may seek compensation before the RDC. The law prohibits landlords from re-letting a residential property for two years after repossession, or three years in the case of commercial premises.

The law also prohibits self-help eviction. Under Article 34 of Law No. 26 of 2007, a landlord cannot change locks, disconnect utilities, remove a tenant's belongings or otherwise interfere with the tenant's peaceful occupation of the property. Such actions are unlawful regardless of whether eviction proceedings have commenced. A tenant subjected to such conduct may file a complaint before the RDC and report the matter to Dubai Police.

Challenging an Eviction Notice

Receiving an eviction notice does not necessarily mean a tenant must vacate the property. The notice should first be assessed to determine whether it was served through a Notary Public or by registered mail, whether it clearly states one of the recognised grounds under Article 25(2), and whether the full 12-month notice period has been observed from the date of valid service.

A growing number of employers in the UAE, particularly in sales, real estate, insurance, financial services and business development, are offering employees commission-only or performance-based remuneration packages instead of conventional fixed salaries. While such positions often promise significantly higher earning potential, they also raise important legal questions about employment contracts, statutory benefits, gratuity and salary protection.

Contrary to a common misconception, commission-based employment is recognised under UAE law. However, such arrangements must comply with the provisions of Federal Decree-Law No. 33 of 2021 on the Regulation of Employment Relations and its implementing regulations under Cabinet Resolution No. 1 of 2022. These laws set out the legal framework governing remuneration, employment contracts and employee entitlements, irrespective of whether an employee receives a fixed salary, commission or a combination of both.

Under the UAE Employment Law, employers and employees are free to agree on a remuneration structure that is linked entirely to performance or commission. In these arrangements, an employee's earnings are generally calculated as an agreed percentage of sales, revenue, business generated or other measurable performance indicators achieved through the employee's efforts.

Although such payment structures are legally recognised, every employment relationship remains subject to the approval requirements of the Ministry of Human Resources and Emiratisation (MoHRE) and, where disputes arise, the interpretation of the competent courts. Therefore, employers cannot simply rely on informal commission arrangements without ensuring that the terms comply with UAE employment legislation.

A commission-only arrangement does not eliminate the requirement for a formal employment contract. Every employee working under the Employment Law must have a written employment contract executed in the approved format. The law requires the contract to record the agreed model of employment and serves as the primary document governing the employment relationship.

The Employment Law also allows an employee to establish the existence of an employment relationship, wage and other contractual rights through legally recognised methods of proof should a dispute arise. Nevertheless, a properly drafted written contract remains the strongest safeguard for both employer and employee.

One of the most important aspects of a commission-based contract is the manner in which remuneration is described. UAE law defines "wage" broadly. It is not limited to a monthly salary alone but includes the basic wage together with allowances and benefits payable in cash or in kind. These may include housing, transportation, cost-of-living allowances, benefits in kind and, significantly, commissions calculated as a percentage of sales, profits or revenue generated by the employee.

This means that commission earned under an employment contract forms part of an employee's overall wage. However, the law distinguishes between "wage" and "basic wage". The basic wage refers only to the amount specifically stated in the employment contract in return for the employee's work and excludes allowances and other benefits.

This distinction becomes particularly important because several statutory entitlements, including end-of-service gratuity, are calculated on the basis of the employee's basic wage rather than the employee's total earnings.

The Employment Law further makes it mandatory for an employment contract to specify the amount or type of wage payable to the employee. Failure to clearly define remuneration may result in disputes, with the competent court determining the appropriate wage if litigation arises.

In addition to remuneration, the Executive Regulations require employment contracts to contain several essential particulars. These include the employer's details, employee's personal information, qualifications, occupation, date of joining, place of work, working hours, weekly rest days, probation period where applicable, duration of the contract, agreed wage together with benefits and allowances, annual leave entitlement, notice period, termination procedures and any additional information prescribed by the Ministry.

Where remuneration is entirely commission-based, the contract should clearly explain the commission structure. It should specify how commission will be calculated, the performance targets to be achieved, the percentage payable, the intervals at which commission becomes due, payment procedures and any conditions governing eligibility for commission. Clearly documenting these provisions significantly reduces the risk of future disputes.

One of the biggest concerns for employees considering commission-only employment relates to end-of-service gratuity. Under Article 51 of the Employment Law, foreign employees who complete one year or more of continuous service are entitled to gratuity calculated on the basis of their basic wage.

The law provides gratuity at the rate of 21 days' basic wage for each of the first five years of service and 30 days' basic wage for every year thereafter.

For this reason, many commission-based employment contracts still include a nominal monthly basic salary, even where the employee's primary income comes from commission. The stated basic salary then becomes the basis for calculating gratuity and other statutory benefits linked to basic wage.

Situations occasionally arise where an employment contract does not specify any basic salary at all. In such cases, the employment relationship may be treated as piecemeal work for the purpose of determining wage-related claims. The Employment Law provides that the employee's daily wage may then be calculated on the basis of the average earnings received for the actual days worked during the six months immediately preceding the claim.

This approach has also received judicial support in decisions of the Dubai Court of Cassation, reinforcing the importance of clearly defining remuneration in employment contracts.

Employees should therefore carefully examine whether their proposed contract specifies a basic wage in addition to the commission structure, as this may have a direct impact on gratuity calculations and other statutory entitlements.

Accepting a commission-only remuneration package does not prevent an employee from negotiating additional contractual benefits. Employers remain free to provide a wide range of allowances and employment benefits over and above commission payments.

These may include housing allowance, transportation allowance, annual air tickets, enhanced medical insurance, company vehicles, mobile phone allowances, education allowances for children, performance bonuses or other employment-related benefits. Once these benefits are incorporated into the employment contract, they become legally binding obligations upon the employer.

For many employees, these additional contractual benefits can substantially improve the overall value of a commission-based package, even where the fixed salary component is relatively modest.

Before accepting any commission-only offer, employees should review the employment contract thoroughly to ensure that every aspect of remuneration has been properly documented. The contract should clearly specify the commission structure, payment schedule, performance criteria, any applicable basic wage, statutory entitlements, allowances and additional contractual benefits. A well-drafted employment contract not only protects the employee's legal rights but also minimises the likelihood of disputes during the course of employment.

When UAE employers think about restrictive covenants, non-compete clauses are usually the first thing that comes to mind. However, an effective protection strategy extends well beyond non-compete obligations. It should also include non-solicitation provisions, confidentiality undertakings, trade secret protections and garden leave clauses, each governed by a different, and sometimes overlapping, area of UAE law.


This article explores that broader legal framework for mainland companies, highlights where the DIFC and ADGM regimes differ, and concludes with practical drafting guidance.

Non-Compete Clauses: The Statutory Baseline

Onshore non-compete clauses are governed by Article 10 of Federal Decree-Law No. 33 of 2021 on the Regulation of Labour Relations, supplemented by Article 12 of Cabinet Resolution No. 1 of 2022 (the Executive Regulations). Such clauses are enforceable only where the employee's role provided genuine access to clients or confidential business information. The restriction must form part of the employment contract itself rather than a side agreement. It must also be limited in duration (subject to a maximum of two years), geographical scope and restricted activities, and go no further than necessary to protect a legitimate business interest. Articles 909 and 910 of the Civil Code (Federal Law No. 5 of 1985) reinforce the principle of proportionality and permit liquidated damages clauses, although courts may reduce excessive amounts.


A non-compete clause becomes unenforceable if the employer unlawfully terminates the employee or dismisses them during probation, or where both parties agree in writing to waive the restriction. An employee, or a new employer, may also buy out the covenant by paying up to three months' wages, provided the former employer gives written consent. Claims must be brought within one year of discovering the breach, and the employer bears the burden of proving actual, quantifiable loss. Since onshore courts do not grant injunctions, damages generally remain the only available remedy.

Non-Solicitation: A Valuable Contractual Protection

Unlike non-compete clauses, non-solicitation and non-dealing provisions have no specific statutory basis under the Labour Law. They are contractual obligations assessed against the same principles of reasonableness, while courts may also rely on the unfair competition provisions of the Commercial Transactions Law where a competitor has induced a contractual breach. As these clauses restrict contact with identified clients or employees rather than preventing employment altogether, they are generally easier to justify and enforce, particularly for senior executives and client-facing personnel.

Effective drafting should clearly identify the protected clients or employees, such as clients with whom the employee dealt during the twelve months preceding termination, rather than referring broadly to "all clients". The duration should also remain proportionate, typically between six and twelve months.

Confidentiality Obligations: A Multi-Layered Framework

Confidentiality obligations arise from several overlapping legal sources. Article 16 of the Labour Law requires employees to maintain the confidentiality of information obtained during employment and to return company documents upon termination. Article 44(5) permits summary dismissal without notice or gratuity for disclosing company secrets. Article 905(5) of the Civil Code imposes a continuing duty to protect commercial secrets even after employment ends, while Article 922 excludes trade secret disclosure claims from the standard one-year limitation period.

A landlord cannot withhold Ejari registration to pressure a tenant into accepting a higher rent. Dubai's tenancy laws set out clear rules on contract renewal, rent increases and the remedies available to tenants when landlords fail to comply.

Dubai's tenancy laws provide clear safeguards to prevent landlords from using Ejari registration as leverage to force tenants into accepting higher rents. While disputes over rent increases are common at the time of renewal, landlords are required to follow specific legal procedures before demanding a higher rental amount. Refusing to renew an Ejari registration or withholding the tenancy contract solely to pressure a tenant into agreeing to an increase is not a lawful means of enforcing a rent revision.

Ejari is an essential part of the tenancy framework in Dubai. The registered tenancy contract is required for a wide range of services and official transactions, including utility connections, visa-related procedures and various government services. Without a valid Ejari registration, tenants may find themselves unable to fully enjoy or make lawful use of the property despite continuing to occupy it.