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 trading houses, commodity traders, freight forwarders, warehouse operators, and distributors operating in the UAE, the Civil Code provisions on Salam (forward) sales, deposit and warehousing, documents of title, and contested-cargo sequestration are now restated — and several drafting and operational habits are worth a refresh.
Here are four changes worth tracking before 1 June 2026.
1. Salam contracts — the anti-exploitation safeguard
Articles 522–531 codify the Salam (forward) sale. The contract structure is familiar: deferred delivery of generically described goods for an advance price, with the specification requirements at Article 523 — genus, type, quality, quantity, time of delivery, and known capital paid at contracting.
The headline new-law provision is Article 531: where a Salam purchaser exploits a farmer's need and buys a future crop at a manifestly grossly unfair price or terms, the seller may, at the time of performance, request the court to adjust the price or terms — taking into account circumstances of time and place, general price levels, and differences between the dates of the contract and delivery.
The purchaser may decline the adjustment and recover the price actually paid (with the seller then free to sell elsewhere). Any agreement waiving the seller's right — whether in the Salam contract or as a separate obligation — is void.
For agricultural commodity traders, this means contract files should document the price-discovery basis carefully — market reference points, dates, comparable transactions. The defence against an Article 531 challenge is evidence-based, not contractual disclaimer-based.
2. Documents of title — Article 1203
Article 1203 is a short provision with significant trade-finance implications. The delivery of documents issued in respect of goods entrusted to a carrier or deposited in warehouses is deemed equivalent to the delivery of the goods themselves. Where one person receives the documents and another receives the goods, both in good faith, priority goes to the one who received the goods.
For document-against-payment and document-against-acceptance trade flows, and for warehouse-receipt financing, this is the Civil Code anchor for the document-of-title concept. The Commercial Code remains the primary regime for commercial trade documents, but Article 1203 confirms the doctrine at the civil-law base.
3. Warehouse and deposit operations — the trust status
Articles 904–930 restate the deposit contract. Three operational provisions matter most:
- Article 906(2). The deposit is a trust held by the depositary; the depositary is liable for perishing or damage due to a cause attributable to them, unless otherwise agreed.
- Article 908. Care of an ordinary person; placement in a place of custody of the like; safekeeping personally or through dependents.
- Articles 909–910. No third-party placement without the depositor's permission (urgent necessity carve-out); no use, and no creation of third-party rights, without depositor permission.
For warehousing practice, this means:
- The permission regime for use, mixing, and storage-with-third-parties needs to be expressly documented.
- Operational SOPs should reflect the care-of-an-ordinary-person standard.
- Where commingling is contemplated, the rules at Article 914 govern — similar-with-similar mixing allocates loss pro rata until specific identification.
4. Sequestration for contested cargo and stock — Article 931
Where ownership or possession of goods is contested — for example, cargo under dispute pending resolution of a title claim, or seized warehouse stock — Article 931 confirms the sequestration framework. Article 933 permits the court to appoint a sequestrator on imminent danger or just cause; the sequestrator's mandate may include exercising rights in the interest of the parties.
The Articles 936–945 framework then governs the sequestrator's conduct, accountability, and termination. For trading houses caught in title-dispute situations, this is the procedural tool to preserve value pending resolution. It should sit in the internal playbook alongside attachment and arrest measures.
A note on retention liens
Articles 350–353 restate the general right of retention. Where a carrier or warehouse has incurred necessary or beneficial expenses on property in their possession, they may withhold its return until they recover what is due by law (Article 350(2)). Retention conveys priority over ordinary creditors (Article 352). For unpaid haulage or storage charges, the retention right sits alongside the Commercial Code's carrier-lien provisions.
A note on running limitation diaries
The merchant-and-manufacturer 2-year claim window under Article 432 — for items supplied to non-trade purchasers, and hotel-and-restaurant accommodation/food/account claims — is unchanged in posture but worth re-confirming. Acknowledged or instrumentalised debts revert to the 15-year ceiling from maturity (Article 433(2)).
Articles 6–7 require limitation periods that have not yet expired on 1 June 2026 to be recalculated against the new periods. Every live trade-debt collection 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.