Federal Decree by Law No. (50) of 2022 Concerning Promulgating the Commercial Transactions Law (economy and business law)

Article (1) 
The Commercial code attached herewith shall enter into force.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 4 article (2) 
Federal Law No. (18) of 1993 promulgating the Commercial code, as amended, as well as any 
provision that contradicts or is in conflict with the provisions of the Commercial code attached 
herewith are hereby repealed.  
The rules, resolutions and regulations implementing Federal Law No. (18) of 1993 referred to 
above shall continue to be in force in so far as they do not conflict with the provisions of the 
Commercial code attached to this Decree -Law until the resolutions and regulations replacing 
them have been issued.

Article (2) 
The Minister of Economy shall issue the resolutions required for the implementation of the Commercial code attached herewith.

Article (3) 
This Decree Law shall be published in the Official Gazette and shall enter into force as of 2 
January 2023.  
  
 
 
Mohammed bin Zayed Al Nahyan  
President of the United Arab Emirates  
Issued by us in the Presidential Palace - Abu Dhabi  
 
On: 7 Rabi Al -Awwal 1444 (AH)  
Corresponding to: 3 October 2022 (AD)   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 5  
  
COMMERCIAL CODE  
PRELIMINARY PART  
Article (1) 
The provisions of this Law shall apply to merchants, as well as all commercial physical businesses or virtual businesses carried out on technological media or via modern means of technology, carried out by any person, even if not a merchant.  
  
Article (2) 
1. Merchants and commercial businesses shall be governed by the agreement entered into by the contracting parties, unless su ch agreement contradicts a commanding commercial 
provision.  
2. Where there is no specific agreement, the rules of commercial customs and practices shall apply to any matter where no particular provision is provided in this Law or in other laws 
related to commercial matters. A special or local custom shall have precedence over 
general custom. The rules of previous dealings between the contracting parties are deemed to be among the special custom rules applicable to such case. In the absence of a 
commercial custom, the provisions pertaining to civil matters shall apply, as long as they 
do not contradict the general principles of the commercial activity.  
3. No private agreement or commercial customs rules may be applied between the contracting parties if they contradict the public order or morals.  
  
Article (3) 
Commercial matters regarding which specific Federal Laws are enacted shall be subject to the  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 6 provisions of such Federal laws, and to the provisions hereof which do not contradict said 
Federal laws.  
  
Book O ne 
Trade  in General  
Part O ne 
Commercial Activities , Merchants  and  Commercial Books  
Chapter O ne 
Commercial Activities

Article (4) 
Commercial activities are:  
1. Activities carried out by a merchant in relation to his trade affairs; however, any activity carried  out by a merchant is considered to be related to his trade unless otherwise proved;  
2. Speculative activities carried out by a person, even if he is not a merchant, with the intent of realizing profit;  
3. Activities which are specified by the Law to be commercial activities; and  
4. Activities which are related to or facilitating a commercial business.

Article (5) 
The following activities shall, by virtue of their nature, be considered as commercial activities:  
1. The purchase of tangible and intangible movables with  the intention of selling them at a 
profit, whether sold at the same condition or after being transformed or manufactured.  
2. The purchase or renting tangible and intangible movables with the intent of renting them 
out.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 7 3. The sale or renting out of movables pur chased or rented as mentioned above.  
4. Transactions of banks, currency exchange service providers, stock market, investment 
companies, trust funds, financial institutions and all kinds of other financial brokerage 
operations.  
5. All kinds of transactions relate d to commercial papers, irrespective of the capacity of the 
parties concerned therein or the nature of the transactions for which they were created.  
6. All sea and air navigation activities, including:  
a. The construction, sale, purchase, renting out, chartering , repair or maintenance of 
vessels and aircraft, as well as sea and air shipments, including maritime and air 
transport;  
b. The sale or purchase of vessel and aircraft supplies, tools, materials and suppling them 
with provisions;  
c. Stevedoring; and  
d. Maritime and  aircraft loans.  
7. Acts related to the establishment of commercial companies.  
8. Current account.  
9. All kinds of insurances.  
10. Sale in public auctions, except for auctions made by the judicial authority.  
11. Hotels, restaurants, cinemas, theaters, playing fields/playgr ounds and amusement parks 
activities.  
12. Water, electricity and gas production, transfer and distribution activities.  
13. Publication of newspapers and magazines with the intent of realizing profit through the 
publishing of advertisements, news and articles.  
14. Post  and communications activities.  
15. Radio and Television broadcasting and recording and shooting studios activities.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 8 16. Activities of public warehouses and the pledges created over the property deposited 
therein.  
17. Activities of virtual assets.

Article (6) 
The following activities shall be deemed commercial activities if practiced as a profession:  
1. Brokerage.  
2. Commercial agency.  
3. Commission agency.  
4. Commercial representation.  
5. Supply contracts.  
6. Purchase and sale of land or real property with the intent of realizing pro fit by selling such 
land or real property as is or after being developed or partitioned.  
7. Land transport.  
8. Real estate activities if the contractor undertakes to supply materials or workers.  
9. Extractive industries of natural resources.  
10. Tourism, travel, export , import and customs clearance activities, as well as services and 
recruitment offices.  
11. Printing, publishing, photography, recording and advertisement activities.  
12. Industry.  
13. Animal and fishery resources activities.  
14. Labor Hire Services.  
15. Leasing out or leasing houses, apartments and rooms, furnished or unfurnished, with the 
intent of sub -leasing them.  
16. Creating, selling, leasing out and managing electronic platforms, websites, smart  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 9 applications, data and artificial intelligence and other activities of digital transformation.

Article (7) 
Activities which may be deemed to be analogous to the activities mentioned in the two 
preceding Articles, due to the similarity of their characteristics and objectives, shall be deemed 
commercial activities.

Article (8) 
The following activities are not commercial activities:  
1. Selling farms and crops reaped from land owned or planted by a farmer, even if they have been processed by his usual tools, unless the same is practiced as a profession. If the 
framer establishes a permanent store or factory to sell his crops, in their original condition 
or after being processed, the sale in such case shall be deemed a commercial business.  
2. Practicing any activity related to agro -tourism, whether paid or unpaid, including allowing 
third parties to access, buy or rent from, visit or stay at the farm for a short period for the 
purpose of viewing or enjoying agricultural activities, watching or buying animals or 
buying their products, education, training or other activities organized at t he farm.  
3. Activities where individuals rely on their physical or mental efforts to realize profits or financial compensation, rather than relying on a capital.  
4. The creation of an artwork by the artist himself or by engaging workers and selling it, and 
self-publishing of the author's work and settling it.

Article (9) 
Where a contract is commercial with regard to one party and civil to the other party, the 
provisions hereof shall apply to the obligations of both parties, unless the Law states  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 10 otherwise or there is an agreement between the parties to the contrary.

Article (10) 
1. Commercial activities may be practiced and commercial contracts may be created or 
concluded and the transactions referred to in the preceding Article may be conducted by 
executing, providing or issuing the same, in whole or in part, physically or virtually, via 
modern means of technology or on technological media, pursuant to the provisions of the statutes regulating thereof.  
2. The virtual commercial activities set out in this Article shall include the provision of 
services and the practice of businesses and activities related to virtual assets. The Cabinet 
shall issue the statutes that regulate virtual assets and their service providers.  
3. Commercial contracts and transactions provided o n technological media or via modern 
means of technology shall be governed by the same provisions prescribed for similar ones 
physically provided.  
  
Chapter T wo 
Merchant

Article (11) 
The following shall be deemed a merchant:  
1. Any person who works in his own name and for his own account in commercial activities and has the due competence when taking on such activities as his occupation.  
2. Any company which undertakes a commercial activity or has adopted one of the legal 
forms stipulated by the Commercial Companies Law, even if such an activity is of civil 
nature.  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 11

Article (12) 
Any person who advertises to the public, by any means whatsoever, a business assets  
established by him for commerce shall be deemed a merchant, even if he does not take on 
Trade as his regular occupation.

Article (13) 
The capacity of merchant shall be established in respect of any person who practices Trade under a pseudonym or hidden behind the name of another person. The capacity of merchant 
shall also be established in respect of the person whose name is apparent.

Article (14) 
Any person who carries out a commercial activity, although prohibited under specific laws or 
regulations f rom practicing trade, shall be deemed a merchant and shall be governed by the 
provisions hereof.

Article (15) 
1. The capacity of merchant shall not be established for the following categories:  
a. Ministries, federal government authorities and local government authorities;  
b. Public benefit organizations, associations and clubs; and  
c. Self -employed persons who do not engage in commercial activities.  
2. Commercial activities carried out by the categories set out in Clause (1) above shall be 
governed by this Law, except f or activities excluded by virtue of a specific statutory 
provision.  
 
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 12

Article (16) 
The capacity of merchant shall be established and shall be governed by the provisions of this 
Law, except for matters excluded by a particular provision, for:  
1. Commercial co mpanies established or owned by the Federal or Local Government or in 
which the Federal or Local Government are shareholders or an organization, authority, 
agency or company affiliated to any of them; and  
2. Foreign companies' branches that practice a commerc ial activity in the State.

Article (17) 
Individuals who practice a simple vocation or small trade where they rely on their work to derive some form of profit to secure their living more than their reliance on a cash capital, 
shall not be governed by the duties of merchants, such as keeping commercial books or 
registering in the Commercial Register, nor shall they be governed by the provisions of bankruptcy and composition. The Ministry of Economy shall, in consultation with the 
competent authorities in the Emirates, determine the maximum number of individuals 
working with them and the capital of the small trade.

Article (18) 
1. Any person who has attained (18) eighteen calendar years of age and is free of any legal 
impediment shall be competent to engage in trade.  
2. A minor may -  whether under guardianship or custody -  engage in trade when he attains 
(15) fifteen calendar years of age, in accordance with the controls and conditions issued 
by a Cabinet resolution at the proposal of the Minister of Economy.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 13

Article (19) 
1. Where a minor who has not attained (18) eighteen calendar years or interdicted person 
has funds in a trade, the court may order the withdrawal of his funds from said trade or to 
remain therein, as may best serve his interests.  
2. If the court orde rs that the minor remains in the trade, it shall grant the person acting on 
his behalf an unlimited or restricted authorization to undertake all the activities required 
therefor.  
3. The court may withdraw or restrict the authorization when justified, without prejudice to 
any rights acquired by a bona fide third party.

Article (20) 
1. Any order issued by the court that the minor who has not attained (18) eighteen calendar 
years of age or an interdicted person remains in the trade, or to withdraw or restrict the 
authorization, shall be communicated to the competent authorities by the court to be 
recorded in the commercial register and published, pursuant to the statutes in force in the 
State.  
2. Where the court orders that the minor who has not attained (18) eighteen  calendar years 
of age or an interdicted person remains in the trade, he shall be liable only to the extent of the funds invested in such trade.  
3. Subject to Clause (2) above, the relevant legislation shall govern the proceedings of declaration of the minor' s bankruptcy, its cases and effects.

Article (21) 
Subject to the provisions of article (22), the same provisions prescribed for a UAE -national 
woman who engages in trade as a profession shall apply to the engagement in trade as a  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 14 profession by a non -national woman and her acquisition of the merchant capacity and the 
effects resulting therefrom, including the provisions related to the separation of estates 
between spouses.

Article (22) 
A non -national person may engage in trade according to the conditions, controls and within 
the limits and cases identified by a Cabinet resolution to be issued at the proposal of the 
Minister of Economy.

Article (23) 
1. The following persons may not engage in trade:  
a. Any merchant whose bankruptcy is declared, unless  he has been rehabilitated.  
b. Any person who may not engage in trade pursuant to the laws in force in the State.  
c. Any person who has been convicted of a crime of bankruptcy fraud, commercial fraud, theft, deception, breach of trust, forgery, or the use of forged papers unless he has been 
rehabilitated.  
2. Any person who violates the prohibition set out in Clause (1) above shall be fined a sum not less than (AED 10,000) ten thousand dirhams and not more than (AED 200,000) two 
hundred thousand dirhams, along wit h a court order to have the commercial premises 
closed in all cases.

Article (24) 
1. Any transactions undertaken by a merchant in connection with his trade shall not be accepted by any competent authority, unless such merchant is registered in the 
Commercia l Register.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 15 2. A merchant who practices his commercial activities on technological media or via modern 
means of technology shall fulfil the requirements of the competent authorities on the registration in the Commercial Register.  
  
Chapter T hree  
Commercial Books

Article (25) 
1. A merchant shall keep commercial books (in a hard or soft copy formats), in such manner 
as to show his financial position with accuracy, as well as any rights and liabilities related 
to his trade.  
2. A merchant who engages in a physical trade shall keep the following two books:  
a. General Journal; and  
b. General ledger.  
3. A merchant who engages in a virtual trade shall:  
a. Record data of electronic commercial books via the computer or other devices of 
modern technology; and  
b. Comply with resolutions issued by the Minister of Economy identifying controls and criteria of such electronic data and books.  
4. The merchant shall be responsible for the accuracy of the accounting data recorded in the commercial books, as matched with the documents and information  maintained in paper 
files and the financial statements of the establishment.  
5. In all cases, the standards set for accounting standards and entries shall apply to 
commercial books.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 16

Article (26) 
1. All financial transactions carried out by the merchants as well as his personal money 
withdrawals shall be recorded in the general journal on daily basis.  
2. The merchant may use auxiliary journals to record the details of his commercial 
transactions, in which case it shall be sufficient to record the total of such t ransactions in 
the general journal at regular intervals. Where such procedure is not followed, any 
auxiliary book shall be deemed a general ledger.

Article (27) 
The following shall be recorded in the general ledger:  
1. All accounting transactions carried fo rward from the general journal as per the supporting 
documents thereof; in particular, the accounts related to cash on hand, bank, partners, 
creditors, debtors, revenues, withdrawals and expenses.  
2. Particulars of goods remaining with the merchant at the end  of the fiscal year or an overall 
statement thereof if the particulars are shown in separate books or statements. In this case, 
such books or statements shall be deemed complementary to the general ledger.  
3. A copy of the annual balance sheet and the profit and loss account.

Article (28) 
1. Commercial books shall not contain any blanks, crossing out, erasure, writing in the margins, scraping or insertion between their content.  
2. Before using the general journal and the general ledger, the pages thereof shall be 
numbered and signed by the Commercial Register used by the merchant and stamped 
with the official seal of the same, showing the date of such procedure. Where the pages of 
any of the said two books are filled up, the merchant shall present the same to the  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 17 Commercial Register to have them annotated to that effect after the last entry made 
therein and before using the new book.  
3. In case of the discontinuation of the commercial activities of the business assets, the 
merchant or his heirs shall submit the said two books to the Commercial Register to have 
them annotated to that effect.  
4. No fees shall be charged for affixing the official seal and the annotation in the above cases.

Article (29) 
1. The merchant shall keep a true copy of all correspondence, telegrams and invoices sent or 
issued by him for his business transactions. Furthermore, he shall keep all incoming 
correspondence, invoices and other documents related to his business . All such papers 
shall be kept in an orderly fashion that facilitates reference thereto for a minimum period of (5) five years from the date of issue or receipt.  
2. The merchant or his heirs shall keep the commercial books and the documents supporting the en tries made therein for a minimum period of (5) five years, commencing from the 
date on which the book is annotated as complete.  
3. The retention of a true copy of the instruments, books and documents referred to in the 
above Clauses, as long as the mechanism of retention is made via modern means of 
technology, shall be made according to the controls prescribed by the competent 
authorities in this regard, so as to ensure reliability and availability of data and 
information.

Article (30) 
1. Banks and companies or  establishments in respect of which a resolution is issued by the 
competent authority, pursuant to the legislation in force in the State, shall, after  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 18 coordinating with the Minister of Economy, retain for the period mentioned in article (29) 
above a copy o f its business entries, commercial books and accounts via modern means 
of technology, instead of retaining the original books, documents, correspondence, 
telegrams and other papers related to their financial and commercial activities.  
2. Copies and business e ntries, accounts and data set out therein and the ones saved via 
modern means of technology, as set out in this Article, shall have the same probative force 
as the same ones saved in a hard copy form, as long as they fulfill the technological 
controls set by the relevant authorities, which shall be applied by such banks, companies 
and establishments.

Article (31) 
Entries and incidents recorded in commercial books by the merchant's authorized employees shall be deemed as entries recorded by the merchant himself, and it shall be assumed that 
such entries were made with his knowledge and consent until he proves otherwise.

Article (32) 
The court may, sua sponte, or at the request of any litigant, order the merchant to submit his 
commercial books thereto to e xtract therefrom matters related to the dispute brought before 
such court. The court itself may review such books or through an expert appointed by it for such purpose.

Article (33) 
1. The court may order the merchant to submit his commercial books for the perusal of his 
opposing party only if the dispute is related to a decedent's estate, partnership or the 
division of their joint property.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 19 2. In case of bankruptcy or composition, the commercial books shall be delivered to the 
competent court, the bankruptcy t rustee or the composition magistrate.

Article (34) 
Commercial books kept by the merchant may be used as evidence in the cases instituted by 
or against the merchant when such cases are related to their commercial activities, in 
accordance with following r ules:  
1. Data recorded in commercial books, even if not kept on a regular basis pursuant to the provisions of this Law, shall constitute evidence against the merchant who keeps such commercial books. Nevertheless, a person wishing to derive therefrom any evid ence in 
his favor may not rely only on certain parts of their data and exclude others.  
2. Data recorded in regular commercial books, pursuant to the provisions of this Law, shall 
constitute evidence for the merchant who keeps such books against his opposing party 
merchant, unless such party refutes them using data from his own regular books, pursuant 
to the provisions of the Law or by any other means proving them untrue.  
3. In the event where both litigants' commercial books are regularly kept pursuant to the provisions of this Law and the comparison made between them shows a contradiction in 
the data recorded therein, the court shall require other evidence.  
4. In case of discrepancy in the data recorded in both litigants' books, while one merchant's books are regularly and duly kept pursuant to the provisions of this Law and the other 
merchant's books are not, the data recorded in the regular books shall prevail, unless the 
opposing party proves the contrary. The same provision shall apply if a litigant provides 
regular books and the other one fails to provide any books.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 20

Article (35) 
If either litigant merchant relies for the validity of his case on his opposing party's commercial 
books and he admits in advance that the data recorded therein are correct, and the opposing 
party refrains without justification from providing such books to the court for perusal, this 
shall be deemed a presumption that the facts required to be proved in the books are correct. 
The court may further administer suppletory oath to the plaintiff on the validity of his case.  
  
Part T wo 
Business  Assets, T rade  Name , Unfair  Competition , Trademarks  and  
Commercial Data 
Chapter O ne 
Business  Assets, T rade  Name  and  Unfair  Competition  
Section O ne 
Business  Assets

Article (36) 
Business assets constitute  a group of tangible and intangible property allocated for the 
practice of physical or virtual commercial activities, whether on technological media, via 
modern means of technology or using traditional methods.

Article (37) 
1. Business assets shall cover elements necessary for the commercial activity. Such elements are divided into tangible elements, such as goods, equipment, machines, tools, and 
intangible elements, such as customer contacts, goodwill, trade name, right to lease and 
industrial and intellect ual property and licenses.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 21 2. The tangible elements are not considered essential to the business assets, contrary to the 
intangible elements where the business assets have no existence unless one or more elements thereof are available.

Article (38) 
In the event where the merchant is the owner of the real property in which he practices his trade, such property may not be considered as an element of the business assets, and any 
provision to the contrary shall not be valid.

Article (39) 
Any disposition for t he transfer of ownership of the business assets or the creation of a right 
in rem thereon shall be attested or notarized by the Notary Public, as per the procedures set by the competent authority, and shall be recorded in the commercial register, otherwise  it 
shall be null and void.  
A disposition shall include the following data:  
1. Names of the contracting parties and their nationalities and place of residence.  
2. Date and type of disposition.  
3. Type and address of the business assets and those elements agreed to be covered by 
the disposition.  
4. Price of tangible and intangible elements, each of them being separate, if the 
disposition is a sale, the paid portion of the price, upon the conclusion of the contract, 
and the method of payment of the balance.  
5. Special conditions as set out in the contracts and undertakings (if any) pertaining to 
the business assets.  
6. Conditions concerning the seller's right to rescission, termination or lien (if any).   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 22

Article (40) 
2. The title to the business assets shall be transferred as bet ween the contracting parties and 
with regards to third parties only from the date on which the disposition is recorded in the 
commercial register and a summary thereof is published according to the procedures and 
time limits set out in the legislation in f orce in the State.  
2. In case the business assets include elements that are subject to specific regulations for announcement or registration, the announcement made for the disposal of the business 
assets shall not replace the special announcement or registrat ion, unless the Law provides 
for otherwise.

Article (41) 
The disposition of the business assets shall be recorded only after completing the following 
formalities:  
1. The employee in charge at the Commercial Registry shall, at the request and expense of the buyer, publish a summary of the sale contract according to the procedures and time 
limits set out in the legislation in force in the State.  
2. The summary published shall include names of the contracting parties, their nationalities 
and places of residence, d esignation of the business assets, total price and an 
authorization to the creditors to submit their objections within (10) ten business days 
from the date of the last publication.  
3. Objections shall be lodged with the competent civil court to which jurisdic tion the 
business assets pertain and they shall include the sum and cause of the debt.  
4. The buyer shall abstain from paying the price until the court decides on the objections. However, the seller may file a motion to the interim relief judge to authorize h im to receive  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 23 the price even before the objections are considered if he provides sufficient safeguards for 
the settlement of the creditors' rights.  
5. Any objecting creditor or mortgagee may offer to buy the business assets for himself or for 
a third party for a price above the price agreed upon by at least one fifth.  
6. Any person objecting to the price shall deposit in the court treasury a sum equal to at least one third of the original price in addition to the sum of money offered by him above the 
original p rice.  
7. The competent court shall communicate the bidding offers to the two parties to the business assets sale contract, and after the lapse of (20) twenty days from such 
communication, the competent court shall decide to sell the business assets to the per son 
who offered the highest price.

Article (42) 
1. Any person to whom the ownership of the business assets devolves shall, under the Law, subrogate the person who disposed thereof in all the rights and obligations arising from 
the business assets, unless otherwise agreed or where the contract is entered into on basis 
of personal considerations.  
2. Nevertheless, the second party to the contracts referred to in the previous paragraph may, 
within (90) ninety days from the date of announcing thereof, request the cancellation of 
such contracts provided that he has serious reasons to justify such cancellation and he 
notifies the new owner of his desire to cancel in a timely manner.

Article (43) 
1. The person to whom the ownership the business assets is transferred shall fix a date for the creditors holding debts prior to announcing the disposition, in order to submit a  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 24 statement of their debts for settlement. Such date shall be announced according to the 
procedures and time limits set out in the statutes in force in t he State; however, the time 
limit scheduled for creditors may not be less than (90) ninety days from the publication 
date.  
2. The person to whom the ownership of the business assets is transferred shall remain liable for the debts if the creditors of such deb ts submit a statement thereof within the said 
prescribed time limit if such debts are not settled within such time limit.  
3. As for debts where the creditors fail to submit a statement thereof within the said time 
limit, the person to whom the ownership of th e business assets is transferred shall be 
released on any debts.  
4. Furthermore, the disposing party shall remain liable for the debts related to the business assets, which had arisen prior to announcing the disposition unless he is discharged 
therefrom by the creditors.

Article (44) 
Notwithstanding the bankruptcy provisions, the seller of business assets who did not receive 
the full price may invoke vis -à-vis the body of creditors in the buyer's bankruptcy his right to 
rescind the sale contract of the bus iness assets and recover the same, or his right to lien if he 
reserved for himself such right and is expressly mentioned in the published contract summary. Nevertheless, such rescission, termination or lien shall take effect only against the 
elements inclu ded in the contract.

Article (45) 
1. Business assets may be mortgaged only to banks and financing institutions.  
2. Where the mortgage deed does not specify the elements covered by the mortgage, it shall  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 25 then only cover the trade name, the right to lease, the customers' contacts and the 
goodwill.

Article (46) 
1. A mortgage may not be put into effect except by an agreement notarized or attested by 
the Notary Public and registered in the commercial register.  
2. A mortgage agreement shall contain a declaration by the debtor as to whether or not the seller has lien over the mortgaged business assets, as well as the name of the insurer of 
the store, if any.

Article (47) 
1. The mortgage registration in the commercial register shall be sufficient to secure the lien 
for (5) five years from the date hereof, and the registration shall be deemed cancelled if it 
is not renewed within the said time limit.  
2. The said registration shall be stricken off subject to the mutual consent of the parties concerned or under a final court judgm ent.

Article (48) 
A mortgagee shall be responsible for keeping the mortgaged business assets in good 
condition.

Article (49) 
1. Where the owner of the business assets fails to pay the price or the balance of the price to 
the seller, or if he fails to repay the debt on the maturity date to the mortgagee, the seller 
or mortgagee may, after (8) eight days from the date of service of a  notice to his debtor  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 26 who has possession of the business assets, submit a petition to the interim relief judge 
requesting permission to sell in public auction all or some of the constituent elements of the business assets which are covered by the seller's or mortgagee's lien.  
2. The sale shall be effected at the place, day and hour and in the manner designated by the 
judge. The sale shall be published according to the procedures and time limits set forth in 
the legislation in force in the State.

Article (50) 
Any provision in a mortgage agreement authorizing the creditor the right to own or dispose 
of the mortgaged property, without the procedures prescribed in article (49) of this Law, shall 
be null and void.

Article (51) 
The seller and mortgagees shall have the same rights and privileges over the sums resulting from the insurance as those which they had over the insured items, provided that they have 
been established that such sums have matured.

Article (52) 
The lessor of the place wherein lies the mor tgaged furniture and equipment being used for 
exploiting the business assets may not exercise his lien for more than two -year rent.  
  
 
 
 
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 27 Section T wo 
Trade  Name

Article (53) 
Subject to the provisions and requirements set forth in the legislation governing the 
protection of intellectual property, a trade name of an individual merchant shall consist of his 
given name and surname. The trade name may also contain particulars pertaining to the 
persons mentioned therein related to the type of trade for which it is designated and may also be novel. In all cases, the trade name must truly reflect the type of business and shall not be 
misleading or prejudicial to the public order or morals.

Article (54) 
Trade names of commercial companies shall be in compliance wit h the statutes in force in the 
State.

Article (55) 
Subject to the provisions and requirements set forth in the statutes governing the protection 
of intellectual property, a trade name shall be registered in the commercial register, pursuant 
to the provisions stipulated to that effect. Once registered, no other merchant may use such 
name for his trade which is of a similar kind. Where the name and surname of a merchant are 
similar to a trade name previously recorded in the commercial register, he shall add  to his 
name such particulars as would distinguish him from the trade name already registered.

Article (56) 
1. A merchant shall write his trade name on the facade of his physical or virtual business  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 28 assets, and he shall carry out his commercial transactions  under his trade name.  
2. A merchant may not use a trade name of another merchant after expiry or removal of such 
name, except after the lapse of one year from the date of such expiry or removal.

Article (57) 
1. A trade name may not be disposed of separately from the business assets allocated for such trade name, unless otherwise is provided by any other legislation.  
2. However, in case the owner of the business assets disposes thereof, such disposition shall not include the trade name, unless it is explicitly or  implicitly provided as such.  
3. The person to whom the ownership of the business assets is transferred, excluding its 
trade name, shall not be liable for the obligations of his predecessor, unless there is an 
agreement to the contrary recorded in the commerc ial register.

Article (58) 
1. A person to whom the title of such business assets is transferred may not use his 
predecessor's trade name, unless such name devolves unto him or the predecessor authorizes him to use it; provided that he adds to the name such particulars purporting to 
the transfer of ownership.  
2. Any violation of the provisions of Clause (1) above shall be penalized by a fine of at least (AED 10,000) ten thousand dirhams.

Article (59) 
1. Any person to whom the ownership of a trade name is transferred, following the transfer 
of the ownership of the business assets, shall replace his predecessor in the rights and 
obligations accrued under the said trade name. Any agreement to the contrary do es not  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 29 be apply to third parties except from the date of being recorded in the commercial register 
and the parties concerned are so notified, unless otherwise is provided by any other legislation.  
2. In case of denial and lack of lawful excuse, the action for  the liability for the predecessor's 
obligations shall be barred after the lapse of (5) five years from the date on which the 
ownership of the business assets is transferred.  
  
Section T hree  
Unfair  Competition

Article (60) 
The below rules shall apply to the unfair competition, unless otherwise provided by any 
particular legislation.

Article (61) 
A merchant may not induce employees or workers of another competitor merchant to assist 
him in poaching the clients of that merchant or solicit them or encourage them to disclose the 
secrets of his competitor. The foregoing acts shall be considered unfair competition that renders him liable for compensation for damages.

Article (62) 
A merchant may not disclose such matters as are inconsistent with the r eality regarding the 
origin or description of his goods, or any other matters pertaining to their nature or importance. He may not also declare falsely that he holds a rank, degree or award, nor may 
he resort to any other misleading means, with the intent thereby to usurp the customers of a 
competitor merchant, otherwise he shall be liable for compensation.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 30

Article (63) 
A merchant may neither resort to fraud and cheating methods to merchandise his goods, nor 
may he spread or publish false particulars prejudicial to the interests of another competitor 
merchant, otherwise he shall be liable for compensation.

Article (64) 
A merchant may not issue to an ex -employee or ex- worker a certificate that is inconsistent 
with reality, otherwise he shall be liable to compensate any other merchant who was misled 
by such certificate for damage so incurred.

Article (65) 
1. Where a trade name is used by a merchant other than its owner without any agreement authorizing such use, or where the owner uses it in a manner violating the Law, the parties concerned may appeal the competent court to order the prohibition of its use and to remove 
it if it is recorded in the commercial register, without prejudice to their right, where 
appropriate, to compensation.  
2. Any violation of the p rovisions of Clause (1) above shall be penalized by a fine of at least (AED 
10,000) ten thousand dirhams.

Article (66) 
Any person engaged in the business of supplying information to commercial houses about 
the conditions of trade, who knowingly or through gross negligence supplies untrue 
statements about the behavior or financial standing of a merchant, shall be liable for 
compensating such damage which may arise therefrom.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 31

Article (67) 
The foregoing provisions may not prejudice the provisions of other Laws, concerning the 
commitment of the acts mentioned in such provisions.  
  
Chapter T wo 
Trademarks and  Commercial Data

Article (68) 
Trademarks and commercial data shall be regulated by specific laws to be enacted in this 
regard.  
 
Book  Two 
Commercial Obligations  and  Contracts  
Part O ne 
Commercial Obligations

Article (69) 
1. Where two or more individuals are owed a commercial debt, they shall be jointly liable for the repayment of such debt, unless otherwise provided by the Law or agreement.  
2. The provision of Clause (1) above shall apply in case of multiple guarantors of a 
commercial debt, who shall be jointly liable with each other and with the debtor for the 
debt.

Article (70) 
A guarantee shall be commercial if the guarantor has guaranteed a debt which is deemed in  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 32 regard to the debtor to be commercial, unless otherwise provided by the Law or agreement, 
or if the guarantor is a merchant and has an interest in guaranteeing the debt.

Article (71) 
Where a merchant carries out, for a third party, such business or services related to his 
commercial activities, he shall be deemed to have done so in return of a consideration, unless otherwise established. Such consideration shall be determined according to the custom, and 
in the absence of such custom, it shall be determined by the court.

Article (72) 
A creditor may receive an interest on a commercial loan, as per the rate of interest stipulated 
in the contract. If such rate is not stated in the contract, it shall be calculated according to the 
rate of in terest prevailing in the market at the time of transaction, provided that it does not 
exceed (9%) up to the full repayment.

Article (73) 
Where the contract stipulates a rate of interest and the debtor delays the repayment, the delay interest shall be calculated on the basis of the agreed rate until full repayment.

Article (74) 
The interest shall be paid at the end of the year if the loan term one or more years, or on the 
maturity date of the debt if the loan period is less than one year, unless the comm ercial or 
banking practice requires otherwise.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 33

Article (75) 
Where the loan term is definite, the creditor shall not be bound to accept the repayment of 
debt prematurely, unless the debtor pays the interest which accrues for the remaining period 
of the l oan term, save where both parties agree otherwise.

Article (76) 
Orders and authorizations issued by a merchant for matters related to his commercial activities shall not lapse upon his death. Nevertheless, his heirs may cancel the same if they 
decide to discontinue the trade, and in such a case, they shall not be deserving of any compensation if they notify, in good time, the person contracted with the testator of their 
desire of cancellation.

Article (77) 
1. Where the commercial obligation is the delivery  of a certain item within a specific season 
or a time of the year, the agreement between the two parties shall be the reference with respect to fixing the time for such delivery. In the absence of an agreement, then the time 
for delivery will be determined  by the custom prevailing in the country where the delivery 
shall take place.  
2. The custom prevailing in the country where the contract is concluded shall apply to the 
method of measuring, weighing or counting goods.

Article (78) 
A creditor may not be comp elled to accept performance of a contract for a term that has been 
fixed, unless otherwise agreed.  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 34

Article (79) 
Where the debt is deferred and the debtor offers to repay it before its maturity, he may not, 
upon the payment, deduct part of it without the creditor's consent, unless it is otherwise 
provided by the Law or agreement.

Article (80) 
Where either contracting party reserves the right to rescind the contract before the 
performance is commenced, such party shall forfeit his right of rescission if he performs his 
obligations under the contract or if he consents to the other party's performance of his obligations.

Article (81) 
Summons and notices on commercial matters shall be served through the Notary Public, by registered letter with acknowledgem ent of receipt or any electronic means or similar means 
of modern means of technology, as identified by a resolution of the Minister of Justice, or by 
any other method as agreed between the parties.

Article (82) 
Courts shall not grant a debtor, who is under a commercial obligation, a time limit for full payment or payment in installments except upon the creditor's consent or under general 
exceptional circumstances.

Article (83) 
Where the debtor repays a commercial debt to a person holding the instrument  of such debt 
marked with clearance or to a person holding a clearance from the creditor, he shall be  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 35 discharged from the debt.

Article (84) 
Where the commercial obligation is a sum of money that was a sum certain at the time the 
obligation was created a nd the debtor delays the repayment thereof, he shall be bound to pay 
the creditors as compensation for the delay the interest provided for in Articles (72) and (73), unless otherwise agreed.

Article (85) 
For the accrual of delay interest, it is not required that the creditor proves that he sustained 
damages caused by such delay.

Article (86) 
Interests for delay of repayment of commercial debts shall accrue from the maturity date of 
such debts, unless otherwise provided by the Law or agreement.

Article (87) 
1. A creditor may claim complementary compensation to be added to the delay interest if he proves that the damages in excess of said interest is caused by the debtor's deception or 
serious error.  
2. Where the creditor, when claiming this right, causes, in bad faith, the prolongation of the 
dispute period, the court may reduce the interest or it may not judge any interest at all for 
the period of the unjustified prolongation.  
  
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 36

Article (88) 
A creditor may not claim a compound interest, i.e. the interest on the frozen interests, or claim 
such interests as a complementary compensation.

Article (89) 
1. Any instrument for the payment of a sum of money or the delivery of goods may be circulated by way of endorsement if payable to the order of the credit or or by delivery if 
payable to bearer.  
2. The endorsement or delivery shall result in the transfer of all rights arising from the 
instrument to the endorsee or new bearer.  
3. In case of endorsement, the endorser shall guarantee the payment of the right established 
in the instrument on the maturity date, unless it is agreed in the endorsement wording to 
restrict the guarantee to the existence of the right at the time of endorsement.  
4. Where the instrument is drawn as a result of a commercial transaction, the signatories thereon shall jointly assume the liability, unless the endorsement wording provides for 
otherwise.  
5. In all cases, the debtor may not invoke vis -à-vis the bearer of the instrument the pleas 
based on personal relationships existing between him and the drawer or the previous 
bearers, unless the bearer's intent upon receiving the instrument was to cause harm to the 
debtor, or unless the payment was related to the debtor's lack of capacity.  
6. The debtor may also refrain from paying the value of the instrument if such instrument is not delivered to him marked up with clearance.

Article (90) 
The possession by the debtor of the instrument of the debt shall constitute a presumption that  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 37 he has been discharged of the debt, until otherwise established.

Article (91) 
Commercial obligations, whatever their amount, may be established by all means of evidence, 
unless otherwise provided by the Law or otherwise stipulated by the agreement.

Article (92) 
Where there is a denial and in the absence of a lawful excuse, cases related to merchants' obligations against each other shall be barred after the lapse of (5) five years from the date on 
which the performance of the obligation falls due, unless the law provides for a shorter period.  
  
Part T wo 
Commercial Sale 
Chapter O ne 
General Provisions

Article (93) 
1. The general provisions stipulated in this Chapter shall apply to commercial sales, unless 
otherwise provided.  
2. A sale shall be commercial, pursuant to the provisions of this Chapter, if the sale is made 
between merchants and for commercial affairs.

Article (94) 
1. Parties to a commercial sale contract shall specify the following:  
a. Description of the sold item accurately so as to remove any doubt;   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 38 b. The sold item price and its payment terms;  
c. Place and time of delivery;  
d. Mechanism of sending notices and the elected domicile in this regard;  
6. Mechanism of dispute resolution; and  
f. Any other terms and conditions agreed by the parties.  
2. Where the two contracting parties fail to fix the price, the sale shall be concluded at the 
price agreed in their previous dealings, and if there were no previous dealing between 
them, then at the prevailing price in the market; all this unless it has been revealed from 
the circumstances the necessity for adopting a different price.

Article (95) 
Where both contracting parties agree that the sale price shall be at the market rate, then the 
market price shall be the market price as on the date and place where the contract is 
concluded, unless otherwise stipulated in the agreement. In case o f several market prices, then 
the average price shall prevail.

Article (96) 
The two contracting parties may agree to delegate a third party to fix the price of the item being sold. However, if such party fails to fix the price within the prescribed time limit or 
within a convenient time if no prescribed term was stipulated, then the current market price 
at the time and place where the contract is concluded shall be adopted.

Article (97) 
Where the price is estimated on the basis of weight, the net weight  shall be considered, unless 
there is an agreement or custom to the contrary.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 39

Article (98) 
1. Where it is agreed by both contracting parties that the buyer may specify the form, volume 
or any other distinguishing features of the item being sold, the buyer shall do so eon the 
agreed date or on the appropriate date if no specific date is mutually agreed upon.  
2. If the date referred to in Clause (1) lapses and the buyer fails to specify the features of the item sold, the seller shall have the option to either  request the rescission of the contract 
and damages, or to specify the said features himself and notify the buyer thereof provided 
that such specification shall be deemed final if the buyer does not object thereto within 
(10) ten days from the date of bein g notified.

Article (99) 
1. Where a date is not fixed for delivery, the delivery shall be effected immediately upon conclusion of the contract, unless the nature of the item sold requires to be delivered on 
another date.  
2. Where it is agreed that the buyer may fix the date for delivery of the item sold, the seller 
shall be bound to deliver it on such date, with due regard to the period required for the 
preparation of the sold item being dispatched for delivery and having regard to its nature.

Article (100 ) 
1. The seller shall bear the consequences of the sold item perishment until being delivered to the buyer de facto or de jure.  
2. Where the seller, at the request of the buyer, sends the item being sold to a location other 
than the designated location for deliver y, the perishment consequences shall be borne by 
the buyer from the date of handing the item sold to the carrier, unless otherwise agreed  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 40 upon.  
3. Where the seller fails to comply with the instructions of the buyer regarding the method 
of transport, without a justifiable necessity, he shall be liable for such damage sustained 
by the item sold as a result of such breach.  
4. The buyer shall, unless otherwise agreed, bear the expenses incurred for delivering the 
sold item to a location other than the location design ated for delivery.

Article (101 ) 
Any shortage occurs in the sold item upon its delivery shall not be taken into consideration if 
custom allows such shortage.

Article (102 ) 
1. Where the seller fails to deliver the specific item sold, the buyer may notify the seller of the performance within an adequate time limit. Where the seller fails to perform that 
obligation, the buyer shall have an option either to apply to the court for an order to 
compel the seller to an execution in kind by delivering to him the s old item, if possible, 
with payment of damages if necessitated, or to consider the contract rescinded and claim 
for damages if applicable, or to buy, at the seller's expense, an item similar to the item sold 
and claim from him the difference between the pr ice agreed upon and the price paid by 
him in good faith to obtain such item. Where the sale relates to an item having a known 
price in the market, the buyer may claim from the seller, even if he failed to purchase an 
item similar to the sold item, the diff erence between the price agreed and the market price 
on the date fixed for delivery.  
2. The seller shall bear the cost of transportation if the sold item is returned or changed, as 
long as the reason for return or change is attributed to him, unless otherwise  agreed.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 41

Article (103 ) 
Where the two contracting parties agree that the sold item is to be delivered in batches, the 
buyer may ask for the rescission of the contract if the seller fails to deliver any of the batches 
on the fixed date. However, such rescission shall not apply to the batches already delivered, 
except if the buyer sustains serious damage due to the division of the item sold.

Article (104 ) 
Where the buyer fails to pay the price on the date agreed upon, the seller may, after serving 
notice t o the buyer, re- sell the goods. If the goods are sold, in good faith, at a price less than 
the price agreed upon, the seller may claim from the buyer the price difference. Furthermore, if the goods have a known price in the market, the seller may claim fro m the buyer the 
difference between the price agreed upon and the market price on the date fixed for payment of the price.

Article (105 ) 
1. The buyer, who has paid the full price, may ask the seller to give him a list of goods 
showing that the price has been  paid.  
2. Any person who expressly or implicitly accepts a list of the sold goods shall be deemed as having agreed to its contents. Where the person receiving the list and does not object to 
its contents within (8) eight days from the date of receipt, this shall be considered as an 
implicit acceptance, unless a longer period is agreed.  
  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 42

Article (106 ) 
1. Where the buyer refuses to take delivery of the item sold, the seller may apply to the court 
to establish the status of the same and grant him permission to sell same under the court 
supervision after the lapse of a time limit fixed by it and notified to the buyer. However, 
the court may order that highly perishable items may be sold without delay and without 
notice.  
2. The total value of the sale shall be deposited in the treasury of the court, after deducting 
therefrom all the expenses incurred by the seller until the dispute between him and the 
buyer is settled.

Article (107 ) 
1. If, after the delivery of the sold item, it is found that the quantity or type of th e goods 
delivered is different from that agreed or if the goods are defective, the buyer may not apply for rescission of the contract unless the difference is so great as to render the goods 
delivered unsuitable for the purpose for which they were to be us ed, or difficult to market. 
The court may further, upon rejecting the application for rescission of the contract, decide 
to reduce or increase the price, depending on the deficiency or excess in quantity or the 
discrepancy in type or the degree of defect, unless there is an agreement or custom 
requiring the rescission.  
2. Clause (1) above shall not prejudice the provisions prescribed for protecting the consumer 
rights set forth in the legislation in force in the State.

Article (108 ) 
1. The buyer shall, in the cases mentioned in article (107) above, notify the seller that there 
is a difference or a defect, within (15) fifteen days of the date on which the item sold is  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 43 effectively delivered to him, and he shall file the action for rescission or reduction of the 
price within (60) sixty days of such delivery date. However, if the defect is hidden and cannot be detected by a routine examination, the buyer shall then notify the seller 
immediately when he detects it, an institute an action for w arranty of the defect within (6) 
six months of the date of actual delivery, unless there is an agreement to the contrary.  
2. Where the buyer fails to notify the seller of the difference or defect or if he fails to institute 
the action for rescission price red uction or defect warranty within the time limits referred 
to in Clause (1) above, as the case may be, his action shall not be heard in case of denial or lack of lawful excuse, unless the buyer proves cheating on the seller's part, in which 
case, the action  shall not be heard if instituted after the lapse of one year of the delivery 
date.  
3. The action instituted by the seller to complement the price due to increase in quantity or 
in the item standard shall not be heard after the lapse of (60) sixty days of the  date of 
actual delivery of the sold item.  
4. It may be agreed to relieve the buyer from the time limits prescribed in this Article or to 
adjust the same.

Article (109 ) 
1. Where the item sold is a commodity protected by a registered trademark, it is permissible 
to agree that the buyer may not sell at a price less than a certain price.  
2. The court may decide the non -compliance with this condition if it considers that the item 
sold is a necessary commodity.  
3. The buyer's successors shall not be bound to com ply with the above condition, except if 
they came to know or they could have known about it.  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 44

Article (110 ) 
1. It is permissible to agree in supply contracts, where the supplier grants certain privileges to 
the buyer, to prevent the latter from buying goods similar to the item sold from another 
supplier for a period not more than (5) five years from the date of agreement. Any agreement 
on a longer period shall be reduced to (5) five years.  
2. The provisions of Item (1) above shall apply in so far as they do not contradict the provisions 
regulating competition, as set forth in the relevant legislation in the State.  
  
Chapter T wo 
Certain  Types of  Commercial Sales  
Section O ne 
Sale by Installment

Article (111 ) 
The contract of a sale by installment shall be executed in two copies and shall state the 
particulars which identify and determine the item sold, as well as the price, the period and 
conditions of the installment. The seller shall give the buyer one copy of said contract.

Article (112 ) 
The installments shall be paid at the place of residence of the seller, as stated in the sale 
contract, unless otherwise agreed upon. Where the installments are collected at the buyer's 
place of residence, the seller may not charge any additional expenses. The clearance for any 
installment shall be clearance for all the previous installments, unless there is evidence to the 
contrary.  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 45

Article (113 ) 
1. Where the buyer fails to pay any installment of the price agreed, the seller may, after 
notifying the buyer, ask for rescission with  damages if justified. However, if it is revealed 
to the court that the buyer has executed the larger part of his obligation, the court may 
grant him a time limit for payment and reject the rescission if he makes the repayment 
within the prescribed time limit.  
2. Where a judgment of rescission is rendered, the buyer shall return the item sold to the 
seller and the seller shall return to the buyer the installments received less charges 
equivalent to a rent for the utilization thereof, in addition to an indemnit y against the 
damage sustained by the item sold due to abnormal use thereof; unless there is an 
agreement to the contrary in the sale contract and provided that the total sum received by 
the seller does not exceed the original price sum with its interest.

Article (114 ) 
An agreement that the full price shall fall due, in case one of the installments is not paid on the maturity date, shall take effect only if the buyer fails to pay even though notice is served and (7) seven days have lapsed from the date of  such notice.

Article (115 ) 
1. Where the ownership of the movable property sold is retained by the seller pending the payment of all installments of the price in full, the buyer shall acquire such ownership on 
payment of the last installment and the buyer s hall bear the consequences of the perishing 
of the item sold from the time of its delivery to him.  
2. Without prejudice to the provisions stipulated in the Bankruptcy Law, the condition related to the retention of ownership shall take effect vis -à-vis a third party unless it is  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 46 executed in writing in the form of an agreement prior to such third party's right arises out.

Article (116 ) 
Where the third party's right is subsequent to the sale by installment contract, the condition 
related to the retention of ownership shall take effect to such third party if the said condition 
is made in writing in an agreement having a fixed date and prior to the execution proceedings 
undertaken by the creditors on the item sold.

Article (117 ) 
A buyer may not d ispose of the item sold before he has paid all installments, save where the 
seller agrees to the same in writing. Any disposition by the buyer in violation of this provision shall not apply to the seller, unless the third party proves his good faith, in wh ich case, the 
remaining installments shall fall due.

Article (118 ) 
The provisions of the preceding Articles regarding sales by installment shall apply even if the contracting parties have termed the sale as a lease.  
  
Section T wo 
Optional  Public  Auction  Sale of Movables

Article (119 ) 
1. The provisions of this Section shall apply to optional sales by public auction of movables.  
2. Sale by public auction shall mean any sale which any person may attend even if the auction is restricted to a specific group of persons.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 47 3. Movables shall mean all movables the possession thereof has transferred to any person 
by any ownership acquisition reason.

Article (120 ) 
1. Without prejudice to the provisions of the Civil Procedures Law and the laws regulating 
certain kinds of sales, the movables referred to in article (119) above may be sold by 
auction only through an appraisal expert at an auction room or an electronic platform or in any or via modern means of technology designated for such purpose, or at the place 
where the m ovables are originally located, or at any other place where a license therefor 
may be issued by the competent authorities in the relevant Emirate, pursuant to the 
statutes in force in the State.  
2. A bona fide buyer may request nullification of the sale effec ted contrary to the provisions 
of Clause (1) above, and the nullification action shall be barred in case of denial and lack 
of lawful excuse after the lapse of (30) thirty days of the date of sale.  
3. The provisions of Clauses (1) and (2) above shall not apply to movables when the value of the part thereof offered for sale by public auction does not exceed (AED 200,000) two 
hundred thousand dirhams.

Article (121 ) 
1. The auctioneer undertaking the sale by public auction shall keep a specific book in Arabic 
or regular entries where he shall enter all the items intended for sale, the initial estimate 
of their value and names of those requesting sale. The appraisal expert shall further affix 
on the goods offered for sale labels whose numbers shall be entered in the said book and 
shall further register therein the outcome of each sale.  
2. Any person who violates the provisions of Clause (1) above shall be penalized by a fine  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 48 not exceeding (AED 20,000) twenty thousand dirhams. In case of recidivism, the fine shall 
not exceed (AED 40,000) forty thousand dirhams, without prejudice to any severer 
penalty or disciplinary sanction provided in the resolutions governing the profession of 
auctioneers.

Article (122 ) 
Where the initial appraisal of the second -hand goods offered  for sale at a public auction 
exceeds (AED 400,000) four hundred thousand dirhams, the appraisal expert shall publish 
the same according to the procedures and time limits mentioned in the resolutions issued by 
the Minister of Economy or in the legislation in force in the State. The announcement shall 
schedule a day prior to the sale for the inspection of goods offered.

Article (123 ) 
1. A buyer who is awarded the auction shall pay half the price at the auction session and the balance when he receives the object for which he was the successful bidder. The delivery 
must take place within one week from the date on which the auction is awarded.  
2. Where the successful bidder fails to pay the price balance or fails to appear within the time 
limit set out in Clause  (1) above to receive the item awarded, the sale shall be repeated by 
public auction as well within (15) fifteen days of the expiry of the delivery date. The 
successful bidder of the first sale may not bid again in the second sale.  
3. Where the second auction is awarded at a price less than that the one awarded at the first 
auction, the buyer who failed to pay the price balance or failed to appear to receive the 
item sold to him shall pay the difference. However, where the second auction is awarded 
at a higher  price, the increase shall be for the benefit of the original seller.  
4. The price shall be paid to the appraisal expert who carried out the auction in cash or via  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 49 the approved means of modern technology, and he shall be directly liable for payment of 
such pr ice to the person in favor of whom the auction is made.  
5. The person requesting the sale may not, either personally or through others, bid on the 
goods offered by him for sale.

Article (124 ) 
The owner of the used auction room or electronic platform or the appraisal expert, as the case 
may be, shall for the fee or commission to which he is entitled have a right of lien over the 
price of items he sells at public auction.

Article (125 ) 
1. A resolution by the Minister of Economy, in consultation with the local c ompetent 
authorities, shall be issued to regulate the practice of the profession of appraisal experts and the utilization of auction rooms and electronic platforms via modern means of 
technology.  
2. Without prejudice to any severer penalty set forth in anothe r law, any person violating the 
provisions of the said resolution shall pay a fine not exceeding (10,000) ten thousand 
dirhams. In all cases, the judge shall order that the office or room to be closed or the 
electronic platform be blocked, as well as remov ing billboards and panels which the 
violator had used. Such court order shall be published, at the sentenced party's expense, pursuant to the procedures and time limits set forth in the legislation in force in the State.  
  
 
 
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 50 Section T hree  
Public  Auction  Sale at Reduced  Prices  at Commercial Stores

Article (126 ) 
1. Physical or virtual commercial stores may not sell their goods at public auction, except in 
one of the following cases and after obtaining the necessary authorization from the local 
authorities:  
2. Final liquidation of the commercial store;  
3. Final discontinuation of trading in one or more of the items which the commercial store deals with in its trade;  
6. Liquidation of one of the commercial store's branches, unless such branch is located at the same cit y where the head office of the commercial store locates;  
5. Relocation of the main store and branches thereof from one Emirate to another. In such case, the liquidation must be effected within (4) four months at most, and it shall result in 
a prohibition to c arry out the activity discontinued due to the liquidation in such Emirate 
before the lapse of at least one from the date on which the auction is completed; and  
6. Closeout of goods which have become defective due to fire, water leakage, humidity, 
insects raging or the like.  
7. The procedures of liquidation and sale in public auction, pursuant to the provisions of the 
said resolution, shall be developed and specified by a resolution by the competent 
authority in this regard.

Article (127 ) 
1. A physical or virtual commercial store and its branches located in the same city may sell 
its goods by putting them on sale according to the number of times, controls and time 
limits identified by the competent authorities.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 51 2. Any action for the purpose of announcing reduced price s shall be considered a sale.  
3. Sales may be effected or announced by any media means only after obtaining a permit 
therefor from the competent authority in the relevant Emirate, which shall state the start 
and end date of the sales and the selling prices pr ior to and during such period. Such 
permit may be granted only to those persons holding a valid trading license and registered 
in the relevant chamber of commerce.  
4. A merchant shall comply with any controls regulating sales set by the competent authority in the relevant Emirate.

Article (128 ) 
Employees of the competent authority in the relevant Emirate shall have the right to monitor 
the implementation of the provisions of Articles (126) and (127) above. To that end, they may 
enter the commercial store which holds a permit to carry out closeout or sales, and to request 
the papers and documents pertaining to the operation, subject of the permit, and to record 
any breaches against the permit provisions.

Article (129 ) 
Any person violating the provisions o f Articles (126), (127) and (128) above shall be penalized 
by a fine not exceeding (AED 40,000) forty thousand dirhams. In case of recidivism, a fine not exceeding (AED 60,000) sixty thousand dirhams shall be levied, and the violator may be 
prohibited from  obtaining permits for sales for a period of (3) three years from the date on 
which he committed the violation.  
  
 
  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 52 Section F our 
Certain  Kinds  of International  Sales

Article (130 ) 
Parties may agree on the application of the rules governing international co mmercial sales 
issued by the International Chamber of Commerce, instead of the provisions set out in this 
Section.

Article (131 ) 
Fob Sale  
1. A "FOB sale" is one by which the item sold is delivered at the port of shipping on board the 
vessel designated by the buyer for its transport.  
2. In FOB sale, the buyer shall conclude the maritime transport contract, pay its freight and 
notify the seller, with in reasonable time, of the name of the vessel designated for the 
transport, as well as the location and date of shipping and the timeline for carrying it out.  
3. The buyer may entrust the seller with the conclusion of both transport and insurance 
contracts fo r the goods on behalf of the buyer. The relationship between the seller and the 
buyer in this respect shall be governed by the provisions of the agency contract.

Article (132 ) 
1. The seller shall pack, secure and transport the item sold to the port of shipp ing and ship it 
onboard of the vessel designated by the buyer, on the specified date or within the time 
limit set for shipping.  
2. The seller shall bear the expenses of loading and packing and the costs for inspecting, measuring, counting or weighing the item  sold before shipping it.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 53 3. The seller shall, without delay, notify the buyer that the item sold has been shipped and 
shall dispatch to him the papers evidencing the same, and the buyer shall bear the costs of such notice and dispatch.

Article (133 ) 
1. Where the item sold needs an export permit for it to be exported outside the State or any 
other governmental license, the seller shall obtain the same at his own expense.  
2. The buyer shall undertake to obtain, at his own expense, the import permit and other docume nts required for this purpose.  
3. The seller shall duly obtain a certificate of origin for the item sold and shall present it to 
the buyer, who shall bear the expenses related thereto, unless otherwise agreed upon.

Article (134 ) 
The seller shall provide such assistance as will be needed to enable the buyer to obtain the bill 
of lading and such other documents as required to be issued in the country of shipping of the 
item sold, in order to enable the buyer to import it or make its passage in transit throu gh 
another state easier. The buyer shall bear the expenses incurred for the obtaining of such 
documents.

Article (135 ) 
The seller shall pay all the sums due in connection with the item sold, including the export charges and the shipping expenses up to th e moment when the item sold crosses, during its 
shipping, the barrier of the vessel, as well as the liability for damage which may be suffered by 
the item sold until that stage. However, any sums due or damage sustained thereafter shall be 
borne by the buy er.  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 54

Article (136 ) 
Where the arrival of the vessel, designated by the buyer for transporting the goods, is delayed 
beyond the expiry of the time limit set for shipping, or where the vessel departs the said port 
before expiry of the said time limit, or if the vessel is unable to ship the goods for a reason that 
cannot be attributed to the seller, the buyer shall be liable for the resulting additional costs 
and shall bear the consequences of the damage that may be sustained by the item sold from 
the expiry d ate of the time limit set for the shipping, provided that the item sold has been, on 
that date, designated per se.

Article (137 ) 
Where the buyer fails to notify the name of the vessel at good time or if he reserves the right to fix the date of delivery d uring a set time limit and he fails to do so or to designate the port 
of shipping but fails to issue specific instructions during such time limit, the buyer shall be liable for the resulting additional costs and shall bear the consequences of the damage that 
may be sustained by the item sold from the expiry of the date of notification or the time limit 
agreed upon to designate the date for delivery, provided that the item sold has been, on that 
date, designated per se.

Article (138 ) 
Where it is agreed that the item sold shall be delivered on the dock of the port of shipping 
where the vessel designated by the buyer is anchored, the sale shall be termed F.A.S. and such 
sale shall be governed by the provisions of the FOB sales, except for shipping the good s on 
board the vessel.  
   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 55

Article (139 ) 
Cif Sale  
1. A "CIF sale" is a sale concluded against a lump sum covering, in addition to the sold item 
price, the price of the item sold, the maritime insurance charges and freightage by vessel 
to the port of destination.  
2. Goods shall be considered as having been delivered to the buyer upon completion of 
shipment by the vessel, and the liability for perishing of such goods shall from that 
moment be borne by the buyer.  
3. Where the seller fails to provide insurance coverage, the sale shall be deemed a (C&F) sale.

Article (140 ) 
The seller shall conclude a transport contract for the goods with a reputable carrier, as per the 
usual conditions, and shall choose a suitable vessel to carry goods of the same type of the item 
sold. The seller shall further pay the freightage and any other sums which the carrier might stipulate to be paid at the port of shipping.

Article (141 ) 
1. The seller shall buy an insurance policy for the item sold from a reputable insurer covering the risks of transport and he shall assume all the costs and expenses required thereof.  
2. The insurance policy shall be based on a commercial paper and in accordance with the conditions of prevailing practice, provided that the insurance sum shall not be less th an 
the price mentioned in the sale contract.  
3. The seller shall be bound only to insure against the normal risks of transport and he shall 
not be required to insure against additional risks and the risks of war except where the 
same is required by the buyer.   
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 56 4. The seller shall not bear any liability towards the buyer for the inability of the insurer to 
pay the insurance sum, if he has bought the insurance policy for the item sold from a reputable insurance company.

Article (142 ) 
1. The seller shall be bound to pack the item sold and ship it on board the vessel within the time 
limit set for shipping, or within the period dictated by custom. The seller shall further bear the 
expenses of packing and the costs of inspection, measuring, weighing or counting the item 
sold as is required for its shipping.  
2. The seller shall, without delay, notify the buyer of the name of the vessel and completion of 
shipping.

Article (143 ) 
1. Shipping of the item sold by the seller shall be proved by means of a bill of lading where the word "shipment" is mentioned. However, if the bill of lading states "under shipment fee", the 
buyer may prove the shipping has not actually been taken place on the date mentioned in the bill. 
2. Where the bill of lading contains a handwritten statement signed  by the captain of the vessel, 
certifying that the goods were actually shipped on the specified date, the buyer in such a case 
may not prove the contrary vis -à-vis the seller.

Article (144 ) 
1. The seller shall duly obtain a certificate of origin for the item sold and shall present it to 
the buyer, who shall bear the expenses related thereto, unless otherwise agreed upon.  
2. The seller shall further provide such assistance as will be needed to enable the buyer to  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 57 obtain the necessary documents issued in the c ountry of shipping of the item sold, in order 
to facilitate its import or passage in transit through another country.

Article (145 ) 
1. The seller shall pay the sums due in connection with the item sold, until its shipment on 
board the vessel, including expo rt fees.  
2. However, the buyer shall bear import fees and charges and expenses to clear the item sold at the port of discharge.

Article (146 ) 
The seller shall bear the consequences of the damage which may be sustained by the item 
sold, up to the moment when  it crosses the barrier of the vessel. Such consequences shall 
thereafter pass on to the buyer.

Article (147 ) 
1. After goods are shipped, the seller shall send, without delay, to the buyer a clean negotiable bill of lading addressed to the port designated for discharge. There shall be 
attached to the bill of lading a list of the goods sold, their value, the insurance policy or a 
similar certificate, in addition to any other documents required by the buyer. Where the 
bill of lading refers some matters to the  charter party, a copy of the latter shall also be 
attached to the bill of lading.  
2. A bill of lading shall be deemed to be clean if it does not contain any express additional 
conditions confirming the existence of defects in the item sold or in the method o f its 
packing. But such additional conditions do not include a reference in the bill of lading to 
the prior use of containers or wrappings or to the non -liability for any damage that may  
Federal Decree by Law No. (50) of 2022, Promulgating the Commercial Transactions Law 58 be sustained because of the nature of the item sold or of the carrier 's ignorance of the 
contents or weight of the packages.  
3. The certificate substituting the original insurance policy shall be issued by the insurer and 
shall include the basic conditions provided for in the original policy, so that it confers the 
bearer the rights stated therein.