Part of our series on the new UAE Civil Transactions Law (Federal Decree-Law No. 25 of 2025), in force since 1 June 2026.
The new UAE Civil Transactions Law enshrines a positive duty of disclosure of so-called material information for the other party’s consent. Failure to communicate such information may amount to fraud by omission (or fraudulent concealment), with two heavy consequences: voidability of the contract and an award of damages.
The end of “as is” clauses
This evolution strongly limits the practical scope of “as is” clauses, by which a seller intended to transfer an asset in its current state, leaving the buyer to make its own checks. Such clauses will no longer effectively protect a party that knowingly withheld material information.
Two exposed areas
Two areas are particularly concerned. Share transfers, where the quality of the information provided in due diligence becomes a matter of contract validity, not merely of warranty. And real estate transactions, where the true state of the property, its charges and pending disputes must be disclosed spontaneously.
For sellers, the operational response lies in structured disclosure processes: comprehensive data rooms, detailed disclosure letters, and rigorous traceability of what was communicated, when and to whom. What was yesterday Anglo-Saxon best practice becomes today a requirement of Emirati law.
This is work Prosilame handles: building the new duty of disclosure into your contracts.
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This article is general information and does not constitute legal advice. Each situation calls for its own analysis.