Commercial Law

Transactional and advisory support for businesses on the mainland and in the free zones.

Commercial and cross-border transactions require clear contractual terms, careful risk allocation and an understanding of the regulatory framework governing the movement of goods, services and payments. We advise businesses, investors, manufacturers, distributors and trading companies on commercial arrangements connected with the UAE and international markets.

Our work includes drafting, reviewing and negotiating sale and purchase agreements, supply and distribution arrangements, commercial agency agreements, service contracts, licensing agreements, confidentiality agreements, memoranda of understanding, trade-finance documentation, letters of credit and terms and conditions of business. We also advise on payment security, delivery obligations, transfer of title and risk, warranties, indemnities, termination rights, Incoterms® rules and import and export documentation.

Where disputes arise, we assist with claims involving non-payment, delay, non-performance, failed delivery, defective or rejected goods, documentary discrepancies, contractual penalties and the termination of commercial relationships. We also advise on customs, import and export controls, rules of origin, trade compliance and other regulatory issues that may affect the performance or enforcement of a commercial transaction, pursuing negotiation, arbitration or court proceedings where necessary.

What we do

• Debt Recovery — Effective debt recovery begins with a clear review of the supporting documents, the debtor’s position and the available enforcement options. Depending on the circumstances, we assist with demand letters, settlements, repayment plans, payment orders, court proceedings and enforcement.
• Trade & Commodities — Commodity transactions require careful coordination of contractual, regulatory and logistical obligations. Across trading and supply arrangements, we assist with delivery terms, payment security, documentation and disputes involving quality, quantity, delay, rejection or non-payment.
• Franchise & Dealership — Franchise and dealership arrangements must balance brand control, territorial rights and commercial independence. From agreement drafting to termination, we address exclusivity, fees, intellectual property, performance obligations, renewal rights and commercial agency considerations.
• Negotiable Instruments — Cheques, promissory notes and bills of exchange remain important tools for documenting and securing payment obligations. In cases of dishonour or non-payment, we assist with cheque execution, enforcement and disputes involving signatures, authority or the underlying debt.
• Consumer Protection & Rights — Consumer protection matters may involve misleading advertising, defective products, warranties, refunds, billing practices and product safety. For businesses and consumers alike, we provide guidance on complaints, contractual terms, pricing disclosures, advertising claims and regulatory compliance.
• Sale & Purchase of Movable Assets — Transactions involving machinery, equipment, inventory and other movable assets require clear terms on ownership, condition, delivery and risk. Throughout the transaction, we assist with due diligence and agreements covering inspection, payment, warranties, title transfer, default and termination.

Who we act for

Founders and SMEs, regional groups and family businesses, multinationals entering the UAE market, and investors and funds.

Common questions

Mainland or free zone?

It depends on who your customers are, whether you must trade onshore, what ownership structure you want and where you expect to enforce. There is no universally correct answer.

Can a foreign investor own 100% of a UAE company?

In the free zones, yes. On the mainland, full foreign ownership is now permitted across a wide range of activities, although some remain restricted.

Do I need a written contract for everything?

You need one for anything you would be unwilling to lose. UAE proceedings are document-led and an oral agreement is very difficult to prove.

What happens if my shareholder and I fall out?

Whatever your shareholders agreement says. Without one, you fall back on the default statutory position, which is rarely what either of you would have chosen.