Ahmed paid AED 20,000 to reserve an apartment in Dubai.

The seller accepted the money, confirmed the deal and promised to complete the sale. Two days later, another buyer offered a higher price. The seller cancelled the transaction and told Ahmed:

“I will return your AED 20,000. That ends the matter.”

But does it?

If the parties expressly agreed that the AED 20,000 would operate as the price of withdrawal, the legal consequence may be very different. Under Article 137 of the UAE’s new Civil Transactions Law, where earnest money is agreed as a withdrawal penalty, the person who paid it forfeits it if they withdraw. If the recipient withdraws, they must return the earnest money together with an equivalent amount. Ahmed could therefore argue for AED 40,000—not merely the return of AED 20,000.

One payment. One sentence in a contract. Two entirely different outcomes.

This is why the UAE’s new Civil Transactions Law matters.

Federal Decree-Law No. 25 of 2025 replaced Federal Law No. 5 of 1985, which had governed civil transactions in the UAE for approximately four decades. The new Law entered into force on 1 June 2026 and contains 1,422 articles regulating the legal foundations of contracts, obligations, compensation, property, leases, construction, guarantees, mortgages and many other private relationships.

This guide explains what the new Law means in practice—through the kinds of disputes that individuals, founders, investors and companies actually face.

What Is the UAE Civil Transactions Law?

The Civil Transactions Law is one of the principal foundations of UAE private law. It determines how contracts are formed and interpreted; when disclosure, performance or compensation is required; and what rights arise in relation to property, leases, construction, guarantees and other private dealings.

It does not operate alone. Commercial companies, employment, electronic transactions, consumer protection, data protection, real estate, insolvency, financial services and virtual assets may be governed by specialist legislation. Article 4(3) preserves the role of special provisions: a later general rule does not automatically repeal or amend a special rule unless the legislation expressly provides otherwise.

When Did the New Law Take Effect—and What Happens to Old Contracts?

The Decree-Law repealed the former Civil Transactions Law and took effect on 1 June 2026. That date is critical, but it does not mean that every older transaction is automatically rewritten.

Article 4 establishes the general rule against retroactive application. The new Law applies from its commencement and does not ordinarily apply to preceding facts and acts unless legislation provides otherwise.

Consider a five-year services agreement signed in 2024, with an alleged breach in August 2026. Determining the applicable rules may require more than asking when the contract was signed. The analysis may involve:

  • the date the contract was concluded;
  • when the relevant obligation became due;
  • when the alleged breach occurred;
  • when the claimed right arose; and
  • whether a specialist law governs the issue.

Articles 6 and 7 contain transitional rules for periods barring claims by lapse of time. New limitation provisions apply to periods that were incomplete when the Law commenced, but former rules remain relevant to commencement, suspension and interruption occurring before that date. If a new period is shorter, Article 7 determines whether the new period or the shorter remainder under the former law will control.

Article 8 separately provides that evidence is governed by the rules in force when it was prepared—or ought to have been prepared. A dispute crossing 1 June 2026 therefore requires a carefully constructed legal timeline.

How Does a Court Decide a Case When Legislation Is Silent?

Imagine that a new technology causes a form of loss not directly anticipated by existing legislation. The defendant argues:

“There is no article describing these exact facts, so there can be no remedy.”

Article 1 rejects such a simplistic conclusion by establishing a hierarchy of legal sources.

First, courts apply legislative provisions to matters addressed expressly or implicitly. Where the text is definitive, there is no room for independent reasoning that contradicts it.

If legislation contains no provision, the court rules in accordance with Islamic Shari’ah, selecting the solution most appropriate to Maslaha. If no applicable Shari’ah ruling is found, the court turns to custom or Urf, provided it does not conflict with public order or public morals. If custom provides no answer, principles of natural law and justice apply.

The hierarchy is therefore:

  1. legislation;
  2. Islamic Shari’ah;
  3. legally recognised custom; and
  4. natural law and justice.

Article 2 also requires reference to the principles of Islamic jurisprudence when legislative texts are understood and interpreted. Article 3 identifies matters of public order, including definitive Shari’ah rulings, systems of government, Muslim personal-status matters and mandatory UAE legal rules that parties may not contract out of.

For businesses, the practical message is clear: a common industry practice cannot override mandatory law merely because “everyone does it.”

Which Law Applies to a Cross-Border Contract?

Sarah’s Dubai company hires an overseas technology provider to build and operate a platform in the UAE. One party signs in Dubai, the other signs abroad, and the agreement says nothing about governing law or jurisdiction. When the platform fails, each party claims that its own country’s law applies.

Article 19 provides the starting point. Contractual obligations, as to form and substance, are governed by the law expressly selected by the parties. If no law is selected, the law of their common domicile applies. If their domiciles differ, the applicable law is generally that of the country where the contract’s main obligation must be performed—unless the circumstances indicate an intention to apply another law.

Contracts concerning immovable property are governed by the law of the property’s location.

Governing law must be distinguished from jurisdiction. Article 21 provides that jurisdictional and procedural matters are governed by the law of the country where proceedings or procedures take place. A court may therefore hear a case under its procedural law while applying another country’s substantive law.

Foreign law is not unlimited. Under Article 29, a designated foreign provision will not be applied if it conflicts with UAE public order or public morals. Article 30 provides for UAE law where the applicable foreign law cannot be proved or its meaning cannot be determined.

Every cross-border agreement should clearly address governing law, court jurisdiction or arbitration, arbitral seat and language, place of performance, service of notices and mandatory UAE regulatory requirements.

Otherwise, the parties may spend significant time and money disputing the rules before the underlying breach is even considered.

Legal Capacity, Companies and Separate Financial Patrimony

Article 84 provides that a person who has completed 18 Gregorian years, enjoys full mental capacity and has not been interdicted has full capacity to exercise civil rights. The Law then distinguishes between persons lacking discernment and those with limited legal capacity, with specific protections for their transactions.

The Law also recognises legal persons, including civil and commercial companies, public entities, foundations, associations and other bodies granted legal personality.

Under Article 94, a legal person has an independent financial patrimony, legal capacity within applicable limits, a domicile, a representative and the right to litigate.

Suppose a company owes AED 500,000 to a supplier but has insufficient assets. The supplier cannot automatically take the shareholder’s personal home merely because the shareholder owns the company. The company’s financial patrimony is legally distinct.

However, separate personality is not an absolute shield. Personal liability may arise where an owner gives a personal guarantee, signs in an individual capacity, commits fraud, misuses the company or becomes liable under companies, insolvency or other specialist legislation.

Every business contract should use the company’s complete legal name and clearly identify the capacity in which each person signs.

Can Digital and Intangible Assets Be Property?

The new Law contains language of particular importance to the digital economy.

Article 96 defines property as a tangible thing or right having material value in transactions. Article 98 provides that anything capable of corporeal or incorporeal possession and lawful enjoyment—and not excluded from transactions by nature or law—may become the subject of financial rights.

Articles 107–111 classify rights as personal, real or incorporeal. Incorporeal rights attach to intangible things and include neighbouring rights, trademarks, industrial-property rights and other rights governed by special laws. Article 114 confirms that contracts may concern movable or immovable and tangible or intangible property.

These provisions provide a broader conceptual foundation for intellectual property, software, domains, digital accounts, tokenised contractual rights, virtual assets, databases and other non-physical economic interests.

They do not, however, make every token identical or automatically transfer an underlying asset. Legal characterisation depends on what the digital asset represents, how rights are created and transferred, and which specialist regulatory regime applies.

For example, transferring a token described as representing real estate does not necessarily transfer registered ownership of the property. Land-registration requirements, contractual arrangements, corporate structures and virtual-asset or securities regulations may all be relevant.

Digital-asset agreements should therefore define the asset, underlying rights, wallet control, private-key responsibility, transfer mechanics, loss events and applicable regulatory framework.

When Do Negotiations Become a Binding Contract?

Ahmed receives a WhatsApp quotation:

“Complete website development for AED 100,000. Delivery in eight weeks.”

He replies:

“Agreed. Start immediately.”

The developer hires staff and begins work. Three days later, Ahmed says there is no contract because the formal document was never signed.

That argument may fail.

Article 113 defines a contract through the concurrence of offer and acceptance and confirms that a contract constitutes the law governing the parties. Article 117 recognises consensual contracts formed by an exchange of consent through any means. Article 126 allows intention to be expressed through words, writing, gestures, actual exchange or conduct that clearly indicates consent.

Article 124 requires agreement on essential elements, a lawful and sufficiently determined subject matter, and a lawful cause. Under Article 125, acceptance must correspond with the offer; an acceptance that adds to or modifies it may constitute a new offer.

Article 131 provides that a contract is not concluded until the parties agree on essential elements and any other lawful conditions they regard as essential. Secondary matters may be left for later without necessarily preventing formation, unless the parties made agreement on those matters as a condition of being bound.

Not every WhatsApp message creates a contract. “Interested,” “noted” or “let us discuss” may be part of negotiations. The decisive issue is whether the communications and conduct demonstrate agreement on essential terms and an intention to create legal obligations.

Businesses that do not intend preliminary discussions to bind them should use clear wording such as: “Subject to contract and execution of the definitive agreement.”

Silence, Offers and Earnest Money

Silence generally does not amount to acceptance under Article 128. A company cannot send unsolicited goods and claim payment merely because the recipient failed to reject them.

But silence may constitute acceptance where an agreement or indication supports that meaning—particularly where the parties have previous dealings relating to the offer or the offer is purely for the offeree’s benefit.

An established course of dealing is therefore important. If a supplier has sent the same monthly quotation for a year and the customer consistently accepted delivery without replying, silence may carry a meaning that it would not have between strangers. A significant change in price or quantity could alter the analysis.

Article 130 also addresses time-limited offers. If an offeror specifies a period for acceptance, they are bound to keep the offer open until that period expires. Premature withdrawal may expose the offeror to compensation for actual damage, although not the expected profit from the contract that was never concluded.

Article 137 then addresses earnest money. The default position is that earnest money confirms a final contract and does not automatically grant a right to withdraw, unless agreement or custom provides otherwise. Where the parties agree that it is a withdrawal penalty, the payer forfeits it if they withdraw; the recipient who withdraws returns it plus an equivalent amount.

Contracts should never use the word “deposit” without explaining whether it is an advance payment, refundable reservation money, earnest money confirming a final contract or the agreed price of withdrawal.

Good-Faith Negotiations, Disclosure and Confidential Information

Articles 121–123 introduce significant rules for the pre-contractual stage.

Negotiations must be initiated, conducted and terminated in good faith. Negotiations alone do not oblige the parties to conclude the contract, but a person who negotiates or terminates in bad faith may be liable for the other party’s actual damage. Expected benefits from the unmade contract are generally excluded unless otherwise agreed.

The Law treats deliberate failure to disclose material information affecting the contract’s validity as bad faith. Article 122 requires a party with information decisive to the other party’s consent to disclose it where the other party is presumed not to know it or has placed trust in the informed party.

Imagine an investor is buying a business whose largest customer—responsible for 60% of revenue—terminated its contract before signing. The seller knows but remains silent. That information could clearly affect the investor’s decision, valuation and contractual protections.

The disclosure obligation cannot be contractually excluded or limited. A contrary condition is void, and an aggrieved party may seek annulment for breach. Evidence remains essential: the claimant must prove concealment, while the other party must prove disclosure.

Article 123 also protects confidential information obtained through negotiations or a contract. Unauthorised use or disclosure may create liability even where the proposed transaction is never completed.

Businesses should use NDAs where appropriate, maintain disclosure schedules, mark confidential documents, control access and preserve evidence of all material disclosures.

Mistake, Coercion, Deception and Exploitation

Articles 161–179 regulate defects in consent.

A material mistake may justify annulment where it was sufficiently serious that the person would not otherwise have contracted and the other party shared, knew of or could easily have detected it. A calculation or writing error is ordinarily corrected rather than invalidating the contract.

Coercion may arise where unlawful fear of serious and imminent danger to a person, honour, property or another protected interest causes the contract. The assessment considers personal circumstances such as age, health and social condition.

Deception includes fraudulent words or conduct inducing consent. Under Article 171, deliberate silence may constitute deception where the person would not have contracted had the concealed fact been known. Article 172 permits annulment where deception is accompanied by gross unfairness.

Article 179 addresses exploitation. If a person exploits another’s pressing need, manifest recklessness, overpowering desire, lack of experience, apparent weakness or moral authority—and induces a transaction involving a gross disparity—the aggrieved party may seek annulment or reduction of their obligation.

The Law imposes time limits. An exploitation claim is generally not heard after one year from the contract, subject to rules for a continuing defect and an ultimate three-year period.

Commercial leverage is not automatically unlawful; the issue is whether vulnerability was improperly exploited to obtain a grossly imbalanced transaction.

Standard Terms and Unfair Contracts of Adhesion

Many consumers and small businesses sign standard contracts whose terms cannot be negotiated: telecommunications services, online platforms, subscriptions, insurance products and essential utilities.

Article 118 classifies a contract of adhesion as one whose general conditions are predetermined by one party and not open to negotiation. Article 120 provides that ambiguous terms in an adhesion contract must not be interpreted prejudicially to the adhering party. Ambiguity or inconsistency may also be construed in favour of the weaker party or the person bearing the obligation.

Most importantly, Article 223 permits the court to modify unfair conditions in an adhesion contract—or exempt the adhering party from them—in accordance with justice. Any agreement attempting to prevent that protection is void.

This does not mean that every standard contract is invalid. The court must still determine whether it is truly non-negotiable and whether the challenged term is unfair.

Businesses should review standard terms for unilateral price changes, hidden fees, excessive penalties, absolute disclaimers, unbalanced termination rights and unclear renewal mechanisms.

Hardship Is Not the Same as Force Majeure

A supplier signs a fixed-price contract. An unforeseen international crisis triples the cost of performance. Delivery remains possible, but completing the contract could threaten the supplier with serious loss.

Article 224 addresses exceptional, general and unforeseeable circumstances that make contractual performance onerous and threaten serious loss. After balancing both parties’ interests, the court may reduce the onerous obligation to a reasonable level or order rescission. An agreement excluding this judicial power is void.

The supplier cannot unilaterally impose a new price merely because performance became less profitable. The legal threshold is substantially higher than inconvenience or ordinary market movement.

Force majeure is different. Under Article 236, where force majeure makes performance of a bilateral contract impossible, corresponding obligations are extinguished and the contract is automatically rescinded. Partial or temporary impossibility may produce different remedies, including partial extinguishment, modification or judicial rescission.

The distinction is critical: a more expensive obligation must ordinarily still be performed; an exceptionally onerous obligation threatening serious loss may justify hardship relief; objective impossibility may support extinguishment or rescission.

Contracts should define qualifying events, notification procedures, mitigation duties, evidence, suspension, renegotiation and termination consequences.

Compensation for Breach: Can a Court Reduce an Agreed Penalty?

Article 336 permits compensation where a debtor fails to perform, delays, partially performs or performs defectively, unless impossibility resulted from a foreign cause beyond their control.

Article 337 generally requires the debtor to be formally placed in default before compensation becomes payable, unless the law or contract provides otherwise. Notice is unnecessary in specified cases, including where performance becomes impossible or futile through the debtor’s act or the debtor states in writing that they will not perform.

Where compensation is not fixed by law or contract, Article 339 directs the court to assess an amount equivalent to the damage actually sustained.

The parties may agree compensation in advance, but Article 340 allows the court to reduce it if the debtor proves that it is excessive, the obligation was partially performed or the creditor contributed to the damage. The court may decline compensation where the creditor’s fault predominates. Conversely, the creditor may seek more than the agreed amount by proving fraud or gross fault.

A clause requiring AED 500,000 for a one-day delay under a AED 100,000 contract is not guaranteed to be enforced exactly as written.

Claims should be supported by notices, invoices, expert reports, financial records, mitigation evidence and a clear causal link between breach and loss.

Harmful Acts and Liability Without a Contract

Civil liability does not depend on a contractual relationship.

Article 246 provides that every act causing harm to another obliges its perpetrator to compensate the damage, even if the perpetrator lacks discernment. Article 247 distinguishes direct harm from harm caused indirectly, with different conditions.

A driver who looks at a phone and crashes into a shop may be liable for repair costs, damaged products and proven lost profit. Saying “it was not intentional” does not automatically eliminate civil responsibility.

Article 249 provides a defence where the harm arose from an external cause beyond the person’s control, such as force majeure, a sudden accident, a third party’s act or the injured person’s own conduct. Article 253 allows compensation to be reduced or refused where the injured party contributed to causing or worsening the harm.

Articles 254–256 address moral harm and forms of compensation. Compensation may include loss suffered and profit lost where it is a natural consequence of the harmful act. Depending on the circumstances, the court may order money, restoration of the previous position or specific action connected to the harm.

Mistaken Payments and Unjust Enrichment

If AED 100,000 appears unexpectedly in a person’s bank account, the recipient does not acquire ownership merely because the transfer was completed.

Article 274 states that no person may take another’s property without lawful grounds. A person who acquires property without an acquisitive juridical act must return it if it remains, or restore its equivalent or value.

Article 275 specifically requires restitution of an undue payment. Under Article 278, a good-faith recipient generally returns what was received. A bad-faith recipient may also become responsible for gains and benefits from the date of receipt or the date bad faith began.

Once informed that a transfer was made by mistake, spending or moving the money may materially worsen the recipient’s position.

The sender should immediately notify the bank, preserve the transfer confirmation, identify the intended beneficiary and document all communications.

Sale, Gifts, Loans and Partnerships

The Law contains detailed provisions for named contracts.

Sale and Hidden Defects

Articles 493–497 protect purchasers against latent defects. A latent defect generally exists before delivery, is not discoverable through ordinary inspection and diminishes value or usefulness. The purchaser may return the item or retain it and seek a proportionate price reduction, subject to the Law’s conditions.

A seller may sometimes exclude defect liability, but deliberate fraudulent concealment can defeat that protection.

Articles 532–533 address the sale of another person’s property. The sale does not bind the owner without ratification. An unaware purchaser may seek annulment and compensation—even where the seller acted in good faith.

Gift or Loan?

Article 552 defines a gift as a lifetime transfer of ownership without consideration. Article 591 defines a loan as transferring money or another fungible thing on condition that an equivalent amount, type and description is later returned.

When money moves between relatives, friends or founders without documentation, the dispute is often not about the legal rules but the original intention. Messages, transfer descriptions, repayment discussions and conduct become critical evidence.

Partnership Governance

Article 604 requires a company contract to be written, with particular consequences for the partners and third parties if it is not. Profits and losses are distributed as agreed or, absent agreement, according to capital contributions under Article 610. A fixed guaranteed profit condition may be void, while excluding a partner entirely from profit or loss may invalidate the company contract.

Partners should document contributions, management authority, reserved decisions, banking controls, profit allocation, exits and dispute resolution.

Leases and the Right to Usable Property

Article 685 defines a lease as enabling a tenant to benefit from a specified thing for a defined period in return for known rent.

The landlord must generally deliver the property fit for its intended use and maintain it accordingly. Under Article 701, where the property is unfit or its use is substantially diminished, the tenant may seek rescission or a proportionate rent reduction, with compensation where justified.

Article 705 requires the landlord to conduct necessary repairs according to custom unless otherwise agreed. If the landlord delays after notice, the tenant may seek court authorisation to repair and deduct the cost. Urgent or minor repairs may be undertaken without prior authorisation where the statutory conditions are satisfied.

Tenants should not make arbitrary deductions or simply stop paying rent. They should document the defect, give formal notice, obtain quotations and follow the competent Emirate’s tenancy procedures. Federal civil rules must be read alongside local tenancy legislation.

Construction Contracts and Ten-Year Structural Liability

The Muqawala provisions are highly significant for developers, contractors, engineers and property owners.

Article 818 requires contractors to complete work according to contractual terms and within the agreed period. Where work is defective or non-compliant, the employer may give notice requiring correction. If the contractor fails, the employer may seek rescission or appoint another contractor to complete or correct the work at the original contractor’s expense, subject to the required process.

Article 829 generally prevents a lump-sum contractor from claiming an increase merely because labour, material or other costs rose. Different rules apply to agreed modifications, bills of quantities and unforeseeable general exceptional circumstances.

Articles 821–824 impose important structural protection. Contractors and supervising engineers may be jointly liable for total or partial collapse occurring within ten years and for defects threatening structural integrity and safety. The period runs from delivery. Clauses excluding or limiting that liability are void, and warranty claims are generally subject to a three-year period from collapse or discovery of the defect.

The contractor remains responsible to the employer for subcontracted work under Article 832.

Ownership, Neighbour Rights and Possession

Article 1036 gives an owner broad powers to use, exploit and dispose of property within legal limits. Ownership is not a licence to cause serious harm.

Article 1040 restricts dispositions causing serious harm or violating public- or private-interest rules. Article 1042 specifically treats blocking a neighbour’s windows in a manner preventing light as serious harm. Other provisions regulate trees, walls, roots, branches, drainage and unreasonable neighbourhood interference.

The Law also protects possession. A possessor who loses immovable property may generally seek recovery within one year, with special rules for concealed or forcible dispossession. Claims also exist to prevent disturbance and stop threatening new works.

Possession may create presumptions, but it is not always equivalent to ownership. Registered property, State property, endowment property, lost or stolen movables and good-faith purchasers are subject to detailed rules and specialist legislation.

Owners should act promptly against encroachment, obtain surveys, preserve title documents and avoid assuming that delay carries no legal consequences.

Mortgages, Pledges and Creditor Priority

A mortgage gives a creditor security over immovable property and priority in recovering the debt from sale proceeds. Article 1297 requires registration.

Enforcement must follow legal procedures. Under Article 1317, a clause automatically transferring mortgaged property to the creditor upon default—or permitting sale without required legal procedures—is void, although the mortgage remains valid.

The Law also regulates possessory pledges and statutory privileges. These rules determine delivery, enforceability against third parties, creditor ranking and extinction.

For businesses, obtaining “security” in a contract is not enough. The security must be properly created, documented, registered or perfected, and then lawfully enforced.

What Should UAE Businesses Do Now?

1. Update Contract Templates

Replace outdated references to Federal Law No. 5 of 1985 and reassess clauses on formation, interpretation, disclosure, deposits, breach, hardship, force majeure, compensation and termination.

2. Control Negotiation Communications

Train employees on when emails and WhatsApp messages can create legal obligations. Use approval protocols and “subject to contract” wording where appropriate.

3. Strengthen Disclosure Processes

Create disclosure schedules, due-diligence records and confidentiality controls. Do not rely on broad disclaimers to excuse concealment of decisive information.

4. Verify Signing Authority

Use authority matrices, powers of attorney, board approvals and authorised-signatory lists. A genuine signature does not always mean sufficient authority.

5. Review Standard Customer Terms

Identify ambiguous or unfair terms, unilateral amendment rights, hidden charges, excessive penalties and unbalanced termination provisions.

6. Reassess Remedies and Evidence

Specify default notices, cure periods, compensation methodology and evidence requirements. Preserve actual-loss documentation rather than relying on unsupported figures.

7. Map Intangible and Digital Assets

State precisely what is being sold, licensed, held or transferred. Address intellectual property, data, domains, software, wallets, private keys and regulatory permissions.

8. Perfect Security Interests

Confirm that mortgages, pledges, guarantees and other security arrangements satisfy registration, possession, authority and enforcement requirements.

What Does the New Law Mean for Virtual-Asset Businesses?

The Civil Transactions Law is not a substitute for VARA regulations, federal virtual-asset legislation, securities regulation, payment-services rules or AML/CFT obligations. Nevertheless, it provides the private-law foundation for many VASP relationships.

It may affect customer and platform terms, broker-dealer mandates, custody arrangements, token documentation, staking or lending structures, technology contracts, warranties, indemnities, liability clauses, collateral and conflict-of-laws provisions.

Virtual-asset businesses should avoid assuming that “code is law.” Technology may execute a transaction, but legal consequences still depend on consent, authority, ownership, disclosure, regulatory status, contractual allocation and mandatory UAE law.

How CRYPTOVERSE Legal Consultancy Can Help

CRYPTOVERSE Legal Consultancy assists UAE and international businesses with Civil Transactions Law impact assessments, UAE-law contract reviews, platform terms, founder and partnership arrangements, technology and outsourcing contracts, virtual-asset documentation, VARA regulatory advice, signing-authority frameworks and dispute-prevention reviews.

The objective is not simply to update article numbers. It is to ensure that the contract reflects how the transaction actually operates, allocates risk clearly and remains aligned with mandatory UAE law and applicable specialist regulation.

Conclusion: The Law Changed—Your Contracts Should Too

A WhatsApp message may create a contract. Silence may acquire meaning through prior dealings. A deposit may confirm a final transaction rather than permit withdrawal. Material information may have to be disclosed. An unfair standard term may be modified. An agreed penalty may be reduced. A digital right may carry substantial property value. A mortgage may grant priority without permitting automatic confiscation.

Federal Decree-Law No. 25 of 2025 is not a cosmetic amendment. It is a comprehensive replacement of the legal framework that governed UAE civil transactions for approximately forty years.

The Law has changed.

The question is whether your contracts, policies and commercial practices have changed with it.

To arrange a UAE contract or regulatory review, contact CRYPTOVERSE Legal Consultancy at info@cryptoverselawyers.io.

Disclaimer: This article is provided for general information and educational purposes only. It does not constitute legal advice, a legal opinion or a substitute for advice based on the facts of a particular matter. The application of Federal Decree-Law No. 25 of 2025 may depend on the authoritative Arabic text, transitional rules, judicial interpretation, specialist federal or Emirate-level legislation, free-zone laws, regulatory requirements, contractual terms and the circumstances of each case. Professional legal advice should be obtained before acting or refraining from acting on the basis of this article.

FAQs

1. What is the UAE’s new Civil Transactions Law?

It is Federal Decree-Law No. 25 of 2025, which governs contracts, property, liability, and civil transactions in the UAE from 1 June 2026.

2. Does the new law apply to old contracts?

Not always. Its application depends on the contract date, the relevant events, and the transitional provisions.

3. Can a WhatsApp message be legally binding in the UAE?

Yes. If it contains a valid offer, acceptance, and the essential contract terms, it may form a binding contract.

4. What should businesses do under the new law?

Review contracts, update standard terms, strengthen disclosure practices, and ensure compliance with the new legal requirements.

5. Does the law cover digital assets?

Yes. It recognizes intangible property, but digital assets remain subject to applicable UAE regulatory laws.