In Dubai, the following property rights exist:
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Yes: As a starting point, the right of ownership of property in Dubai is restricted to:
However, in 'designated areas' of Dubai, non-GCC nationals may acquire the following rights:
A usufruct is essentially a 'real' right to exploit land owned by another person and a musataha is a type of usufruct which includes the right to construct on the land.
There are numerous 'designated' areas in Dubai and the Ruler of Dubai has the authority to make such designation.
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Pre-emption rights are not imposed by law.
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The following legislation is important to consider in most property transactions in Dubai:
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No. There are no specific laws applying to the transfer of properties according to their use.
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A transfer must take place by first applying to the Dubai Land Department (DLD) through one of its trustee offices in Dubai. Each party to the transfer (eg seller, purchaser or mortgagee) has to attend at the trustee office in person or appoint a duly authorised representative to attend on its behalf, using a power of attorney valid in the UAE. The parties sign the relevant DLD forms and provide the necessary manager's cheques for payment of the DLD registration and transfer fees.
Depending on the nature of the transaction, the DLD may require one or more 'no objection certificates' from any relevant third parties. For example, the master developer of a community usually has to provide a 'no objection certificate' when a unit within the relevant community is being transferred from one party to another, and such a certificate will not be issued if there are any service charge fees outstanding.
Other parties from whom a 'no objection certificate' may be required by the DLD (usually in the case of plot sales, rather than the sale of completed buildings/units) include the Roads and Transport Authority, Dubai Electricity and Water Authority and the relevant telecommunications company.
Following attendance at the DLD, the application for transfer will be processed and a new title certificate will be issued to the purchaser. If the land is mortgaged, the original title deed will be issued to the bank.
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Yes. All transactions that create, transfer, change or cancel rights over land in Dubai must be registered (since the introduction of Law No (7) of 2006) at the Dubai Land Department (DLD).
Administrative Resolution No. 134 of 2013 makes it also a requirement to register long leases (those with a term of 10 years or longer) at the DLD. Leases with a shorter term are registered on Ejari for a nominal fee.
The property register at the Dubai Land Department is not open to the public.
The register itself is private. Therefore, there is no publicly available information regarding ownership of land in Dubai. The only way a third party can obtain independent confirmation from the DLD as to the legal owner of a particular piece of land is if it presents a 'no objection certificate' from the owner to such third party seeking to obtain such information.
Title insurance is not common.
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This depends on the nature of the transaction. Commonly, the parties will enter into a very basic 'memorandum of understanding', 'letter of intent' or 'heads of terms', which will document key information such as the names of the parties, a description of the property and the purchase price. Quite often, the parties will then treat this document as the 'contract' and negotiate the terms of the key transaction documents (such as the share purchase agreement) pursuant to it.
Increasingly, this is changing and whilst parties are still likely to enter into such a document, it is less likely to be considered by the parties as being legally binding and is used as a starting point for the drafting of a detailed sale and purchase agreement.
When the sale and purchase agreement is signed and dated by both parties, the parties then arrange to visit the Dubai Land Department to attend to the transfer formalities. This may be either on the same day as completion or at a later date. However, transfer of title does not take legal effect until registration of the transfer has been completed.
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Buyers do carry out detailed due diligence, as in any other jurisdiction. However, this is limited because of the lack of information available to the public.
The register maintained by the Dubai Land Department (DLD) containing ownership details is private. In order to verify title, a seller must issue a 'no objection certificate' allowing the DLD to confirm ownership of the relevant property to a potential (and named) purchaser. More commonly, a seller would simply provide a copy of its title certificate to a potential purchaser to prove ownership, and possibly a copy of the 'affection plan' issued in respect of the property by Dubai Municipality in order to show the approved use of the land.
Increasingly, more detailed due diligence is being requested by potential buyers and provided by sellers, in particular for higher value deals and more complex deals. It is becoming reasonably common for enquiries before contract to be raised, and for copies of any site investigation studies (eg environmental surveys etc. to be requested) and site inspections undertaken. It is also more common now that purchasers request a due diligence report from their lawyers and obtain professional valuation surveys of the property.
In Dubai, certain information relating to a property is publicly available with the DLD 'Inquiry About a Property' service. This service confirms information such as:
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The consent of a mortgagee will be required where the property being sold is being given a security for a mortgage. Equally, the consent of any person with a superior interest in the same property will be required in order for an inferior interest to be registered (eg the consent of an owner to the registration of a usufruct holder registering their interest).
Land which has been 'granted' by the Ruler of Dubai to a national of the United Arab Emirates usually has certain conditions attached to the grant, and the consent of the Private Office of the Ruler may be required to a transfer.
Any family dispute arising from a transfer of property is likely to be dealt with by the Shari'ah Courts in Dubai, however, there is no specific consent required from a spouse to a transfer where that property is registered in the name of the other spouse.
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Yes. The contract must be in writing and signed and dated by all the parties to it. There may be specific signing instructions (eg wet ink signatures only) which will be transaction dependant. All parties must ensure they adhere to the specific signing instructions. The contract, such as the SPA, must also contain all the fundamental terms of the transaction, including but not limited to, the details of the parties, a consideration clause, any relevant warranties and indemnities and a governing law clause.
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The law provides that a developer selling property is liable, for 10 years from the date the completion certificate for the property is issued by the relevant authority, to repair any structural defects of which it is notified.
In respect of defective installations in a newly constructed property, the law provides that a developer is liable to repair or replace such items for a period of one year from the date the completion certificate is issued. Installations includes mechanical and electrical works, sanitary and plumbing installations and similar items.
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Misrepresentation is dealt with under the Civil Code of the United Arab Emirates (Law No. (5) of 1985). This defines misrepresentation as being:
If misrepresentation has been established, the contract, such as the SPA, may be rescinded. Recission is a remedy whereby the parties to the contract are return to the position they would have been in, if the contract had not been made. This means that the contract, or SPA, is reversed. In practical terms, this may require a court ruling which can take some time to obtain.
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Planning, zoning and construction laws may all be relevant and a buyer of a building under construction or already completed should carry out due diligence to ensure that all the relevant statutory approvals have been obtained.
Depending on the use of the property, certain health and safety rules and regulations will apply.
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Such environmental laws are in their infancy in this jurisdiction and as such, this is not currently a highly regulated issue.
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Dubai Municipality is the authority with the primary responsibility for zoning in the Emirate of Dubai. For each plot of land, Dubai Municipality will issue an 'affection plan' which shows the land and states the permitted use of it (for example, industrial or hotel). Any application for a change of use must ultimately be approved by Dubai Municipality, although it may be made to the relevant free zone authority in the first instance.
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No, although the consent of the Roads and Transport Authority, Dubai Electricity and Water Authority and the relevant telecommunications company will be required in order to obtain the requisite full building permit from Dubai Municipality for the construction on the land. Therefore, in practice, such public authorities will be involved in such projects but there will not be a development agreement entered into between them and the developer directly.
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Yes, but the Civil Code of the United Arab Emirates (Law No (5) of 1985) provides that it must be for the public benefit and compensation must be paid.
For 'granted' land, ie land in Dubai which has been granted by the Ruler of Dubai to another Emirati citizen or a company wholly owned by Emiratis, the terms of the grant often include a provision that the land can be taken back by the Ruler at any time.
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VAT is applicable in the United Arab Emirates from 1 January 2018 and the following rates apply:
In the case of investment properties, the transaction may be treated as the ‘transfer of a going concern’ which is considered out of the scope of VAT. The conditions for obtaining this treatment could be complex and require appropriate legal analysis.
Both buyers and sellers should evaluate the tax implications of transactions involving real estate from a Corporate Income Tax (CIT) perspective. Generally, any income derived from the sale or divestment of real estate assets will be subject to tax at the standard tax rate of 9%. However, under certain circumstances, income from the sale of commercial property could benefit from a 0% CIT rate under the Free Zone tax regime. The UAE CIT regime offers various forms of relief for intragroup transfers or business restructurings involving real estate, whereby assets can be transferred at book value and no gain is realized by the seller. Buyers should carefully consider the purpose of the acquired property to determine the appropriate accounting and tax treatment (eg whether the property should be capitalized and depreciated over its useful life, whether to account under the fair value model or cost model).
To register a transaction at the Dubai Land Department (DLD) certain fees apply.
For a sale and purchase, the registration fee is 4% of the purchase price, to be split equally between the seller and the buyer unless otherwise agreed. It is common practice for the seller to insist on the buyer paying the full 4% to the DLD. If the buyer is granting a mortgage over the property to a bank, the mortgage must also be registered and the registration fee is 0.25% of the mortgage amount, up to a maximum of AED 1,500,000.
For long term leases, the registration fee is 4% of the total value of the contract. For musatahas (rights to use and exploit land belonging to another person, along with the right to build on that land) the registration fee is 1% of the value of the contract.
Please note that the above fees are correct as at 1 March 2023. The DLD website can be checked for up-to-date details on fees.
In addition, there may also be agents' fees, surveyors' fees, lawyers' fees, architects' fees (for plans used to obtain a building permit) etc.
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There will be nominal fees payable to the relevant company regulator to register the transfer of shares, for example, the Dubai Economic Department or any free zone authority.
If the seller is a taxpayer for CIT purposes, any gain derived from the sale or divestment of shares will in principle be subject to tax at a rate of 9%, unless the conditions for the participation exemption regime are met, or if the seller is eligible for the 0% tax rate under the Free Zone tax regime. The transfer of shares is typically exempt from VAT.
Dubai Land Department (DLD) require changes in shareholding of real-estate-owning companies to be informed to them and a proportionate transfer fee will be applied. Failure to inform the DLD can result in a fine.
Care is required when entering into a share deal because the location of the land will be all important in determining what nationalities can own shares in the owning company. For example, a local LLC company which has 'local' shareholders and which owns land in an area not designated for foreign ownership cannot then have some shares held by a 'foreigner' as it will no longer be entitled to own the land.
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Which taxes are relevant/which transaction costs will be incurred when buying real estate via the shares in the owning company (share deal) and how are the transaction costs shared between the buyer and seller?
There will be nominal fees payable to the relevant company regulator to register the transfer of shares, for example, the Dubai Economic Department or any free zone authority.
If the seller is a taxpayer for CIT purposes, any gain derived from the sale or divestment of shares will in principle be subject to tax at a rate of 9%, unless the conditions for the participation exemption regime are met, or if the seller is eligible for the 0% tax rate under the Free Zone tax regime. The transfer of shares is typically exempt from VAT.
Dubai Land Department (DLD) require changes in shareholding of real-estate-owning companies to be informed to them and a proportionate transfer fee will be applied. Failure to inform the DLD can result in a fine.
Care is required when entering into a share deal because the location of the land will be all important in determining what nationalities can own shares in the owning company. For example, a local LLC company which has 'local' shareholders and which owns land in an area not designated for foreign ownership cannot then have some shares held by a 'foreigner' as it will no longer be entitled to own the land.
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