Agreement to Sell a Commercial Shop in UAE – Professional Drafting & Notarization

The agreement to sell a commercial shop is one of the most important legal contracts required by business owners, traders, and investors in the UAE. Given the significance of this legal process and the necessity of completing it in strict compliance with the law, a properly drafted and notarized agreement is essential to safeguard the rights and obligations of both parties.

So, what exactly is a commercial shop sale agreement? What are its key elements, validity conditions, and procedures? If you are planning to sell or buy a shop in the UAE, this article provides a clear and reliable guide to help you complete the transaction legally and accurately under UAE law.

Key Elements of a Commercial Shop Sale Agreement in UAE

A commercial shop sale agreement is a binding legal contract between the seller and buyer, governed by UAE civil and commercial laws, through which ownership of the shop is transferred. This includes both tangible assets (equipment, stock, furniture) and intangible assets (trade license, goodwill, brand name).

When drafting such an agreement, the following elements must be included:

• Identification of the parties: Full legal names of the seller and buyer (or companies), with contact details such as addresses, phone numbers, and emails.

• Detailed description of the shop: Location, size, nature of business activities, and specification of any equipment, stock, or assets included in the sale.

• Sale price and payment terms: Agreed amount, additional costs (if any), and method of payment (lump sum or installments) with dates and amounts clearly defined.

• Handover date and transfer of ownership: The exact date of handover and the point at which legal ownership transfers to the buyer.

• Obligations and warranties: Legal guarantees confirming that the shop is free from debts or unpaid liabilities.

• Dispute resolution mechanism: Agreement on how disputes will be settled — via mediation, arbitration, or litigation before the competent UAE court.

• Governing law: Explicit statement that UAE laws, particularly the Commercial Transactions Law, apply to the agreement.

• Execution and signatures: Two original copies signed by both parties and, if applicable, witnesses.

Procedures to Complete a Commercial Shop Sale Agreement in UAE

To ensure the validity of a commercial shop sale agreement in Dubai, Abu Dhabi, or other emirates, the following steps must be followed:

1. Contract drafting – Prepared by a commercial lawyer to ensure clarity and compliance with UAE law.

2. Negotiation – Both parties negotiate terms such as price, payment method, and any special conditions before signing.

3. Signing – Once finalized, the seller and buyer sign the agreement. Witnesses may be required in some cases.

4. Registration & notarization – The contract must be notarized and registered with the relevant authorities (such as Dubai Land Department or Department of Economic Development).

5. Final handover – The shop is officially handed over as per the agreed conditions, including completion of any renovations or adjustments.

Conditions for a Valid Shop Sale Agreement in UAE

For the agreement to be legally valid and enforceable, the following conditions must be met:

• Mutual consent: Both parties must freely agree to the terms without coercion or fraud.

• Legal capacity: Both seller and buyer must be adults with full legal capacity to engage in commercial transactions.

• Definite subject of sale: The shop (including its assets and liabilities, if any) must be clearly defined.

• Defined consideration: The sale price and payment method must be explicitly stated, including any deferred payments or guarantees.

• Lawful purpose: The reason for the sale must not violate public order, morals, or the law.

• Written and notarized form: Oral agreements are not valid. The contract must be in writing, signed by both parties, and notarized before a notary public.

• Publication in a local newspaper: UAE law requires a public notice in a daily Arabic newspaper before completing the sale, allowing third parties to raise any objections or claims against the shop.

Required Documents for Selling a Commercial Shop in UAE

• Valid IDs or passports of both parties

• Trade license copy

• Financial clearance certificate for the shop

• Memorandum of Association (if the seller is a company)

• Registered lease agreement (if applicable)

• No Objection Certificate (for shops in free zones)

• Property ownership certificate (if the sale includes the real estate itself)

Legal Risks of Not Notarizing the Agreement

Failing to notarize and register the shop sale agreement can result in:

• The contract being invalid and unenforceable before UAE courts.

• Risk of disputes over ownership, outstanding debts, or liabilities of the shop.

• Loss of legal protection in case of conflicts between the parties.

FAQs

What documents are required to sell a commercial shop in UAE?
IDs or passports of the parties, trade license, clearance certificate, lease agreement, NOC if required, and property title deed (if applicable).

Are there risks if the agreement is not notarized?
Yes — the contract will not be legally enforceable, and disputes over ownership or debts may arise.

What are the fees for transferring shop ownership in Abu Dhabi?
There are no fixed fees; costs depend on the business activity and the relevant authority. It is best to check directly with the Department of Economic Development in Abu Dhabi.

Conclusion

Selling a commercial shop in UAE requires a properly drafted, notarized, and registered agreement to ensure compliance with the law and protect both parties’ rights. By including all the essential elements and following the required procedures, you can guarantee a smooth and legally valid transaction.

At Private Notary Dubai, we provide professional drafting, notarization, and legal support for commercial shop sale agreements. Don’t risk errors or invalid contracts — let our experts handle the process with accuracy and speed.

📞 Contact us today to book your consultation and finalize your commercial shop sale agreement with confidence.