Federal Decree-Law No. (25) of 2025 promulgates a new UAE Civil Transactions Law, in force on 1 June 2026. It replaces the 1985 law in full. For real-estate transactions — primary, secondary, off-plan, and Musataha — several long-running areas of practice are now expressly codified, and a handful of standard SPA habits no longer survive the new text.
Here are seven changes every buyer's lawyer should flag.
1. Title transfers only by registration — restated unambiguously
Article 1169 confirms that ownership and other real rights in immovable property pass — both between the contracting parties and as against third parties — only by registration. Article 1170 confirms that an unregistered undertaking to transfer ownership gives rise only to a compensation claim. The position has not changed in practice, but the wording is now clean.
2. Latent-defect window — 1 year from delivery
Article 510 fixes a 1-year limitation for latent-defect claims, running from delivery rather than registration or completion. The seller cannot rely on this period where the defect was concealed by fraud (Article 510 final sentence). An as-is clause survives for known defects (Article 497) but is defeated by deliberate concealment.
The drafting consequence is that the SPA should clearly identify the delivery event, and buyer-side counsel should diary the 1-year window from that date.
3. The warranty against entitlement cannot be excluded
Article 489(2) makes any clause that excludes or reduces the seller's warranty against entitlement void. Article 487 quantifies what the buyer can claim on full entitlement: value at the time of the entitlement claim, fruits to be returned, useful improvements, lost profit, and proceedings expenses. Standard SPA carve-outs that try to disclaim entitlement warranty should be removed.
4. Pre-emption — the rules are now clean
Articles 1171–1198 restate pre-emption (Shuf'a). The headlines:
- Co-owners only. Article 1173(2) confirms there is no pre-emption for a neighbour. This settles a recurring area of uncertainty.
- No pre-emption for sales at public auction conducted under statutory procedures, intra-family sales up to the fourth degree, between spouses, between ascendants/descendants, or between in-laws up to the second degree (Article 1189).
- 2 months from knowledge / 6 months absolute from registration (Article 1190).
For SPAs over joint immovable property, written pre-emption waivers from co-owners (Article 1189(3)) before completion remain essential.
5. Mortgage auto-acquire and private-sale clauses are void
Article 1317 makes void any clause permitting a mortgagee to take title on default or to sell without observing the legal procedures. The mortgage itself survives — only the clause is void. Buyer-side counsel should expect Article 1317-compliant enforcement procedures for any encumbered property.
Article 1330 gives the possessor of a mortgaged property a statutory right to purge — paying the debt before the sale date or within the prescribed time limits. The SPA should address the purge mechanic where the property is encumbered.
6. Musataha now expressly registered or void
Article 1255 confirms that any Musataha disposition not registered with the competent authority is void. Article 1261 confirms that on expiry, buildings, facilities, plantings, and improvements made with the owner's consent revert to the owner — unless otherwise agreed. This is the lever for any deviation from the default reversion.
For Musataha-land deals, the buyer's diligence should focus on registration evidence, the reversion clause, the consent trail for improvements, and the default and payment regime.
7. Capacity-and-death-illness presumption is now express
Article 1157 treats a legal act made by a person during a death illness with the intention of making a gift as a disposition effective after death — governed by the rules of wills. Once heirs prove the disposition was made in death illness, Article 1157(3) presumes it was issued by way of donation unless the transferee proves otherwise.
For SPAs with elderly sellers or sellers in administration, internal KYC should flag this risk and obtain medical-fitness documentation where appropriate. Articles 462–463 separately preserve a 3-year window for gross-lesion claims on sales of property owned by persons lacking or of limited capacity.
A practical note on running periods
Articles 6–7 of the new law require limitation periods that have not yet expired on 1 June 2026 to be recalculated against the new law. Where the new period is shorter than the period under the 1985 law, the new period runs from 1 June 2026; where the residual under the old period is shorter, the residual prevails. Every running latent-defect, pre-emption, and gross-lesion file should be reviewed before that date.
Related Civil Code 2025 guides
Published 18 May 2026. General information only — not legal advice. Contact us for matter-specific advice.