Conditions for the Validity of a Power of Attorney in the UAE: Complete Legal Requirements

In one real estate transaction, a principal submitted a written and signed power of attorney, yet it was rejected by the competent authority. The reason for rejection was not the absence of the power of attorney itself, but its failure to meet the essential legal requirements, whether in terms of drafting, legal capacity, or the required formalities.

This scenario occurs frequently in practice in the United Arab Emirates and confirms that a power of attorney does not produce legal effect merely by its existence, but only if it is issued in compliance with the conditions set forth by law.

Legal Basis for Requiring a Valid Power of Attorney in the UAE

A power of attorney is, in essence, a legal act by which the principal authorizes another person to perform a specific act or legal transaction on their behalf. It is not regarded as a mere administrative procedure or a formal document, but rather as an expression of legal intent that may result in the transfer of authority or the creation of obligations affecting the principal’s legal standing or the rights of third parties.

For this reason, the UAE legislator did not impose validity requirements as a matter of procedural complexity, but to achieve a balance between freedom of delegation and the protection of intent and legal positions, and to ensure the stability of transactions.

This legal foundation is based on three main considerations:

• Protecting the principal’s intent from exploitation or distortion

• Preventing the agent from exceeding the limits of authority

• Protecting good-faith third parties dealing with the agent

Accordingly, the law has established a set of conditions without which a power of attorney is not legally recognized.

Legal Conditions for the Validity of a Power of Attorney in the UAE

For a power of attorney to be valid and enforceable, all of the following conditions must be met collectively, not partially:

First: Legal Capacity of the Principal

Legal capacity is the most critical element in the validity of a power of attorney. The intent of a person who lacks legal capacity is not legally recognized.

The principal must be:

• Of legal age

• Of sound mind

• Not subject to any legal interdiction

Effect of Lack of Capacity:

• Complete lack of capacity results in absolute nullity of the power of attorney

• Deficiency of capacity renders the power of attorney unenforceable except within the limits permitted by law

Second: Soundness of Consent

A power of attorney must be issued based on free and informed consent, with full awareness of the scope of authority granted and its legal consequences.

Consent is considered sound if:

• The power of attorney is issued without coercion

• The principal is aware of the content of the delegation

• The consent is free from mistake or fraud

A defect in consent does not always result in absolute nullity; it may render the power of attorney voidable, in protection of the principal’s will.

Third: Lawfulness of the Subject Matter

Delegation is not permitted in any act merely based on the parties’ wishes. The subject matter of the power of attorney must be:

• Permissible under the law

• Not contrary to public order or morals

• Capable of delegation by its nature

Accordingly, a power of attorney relating to an unlawful act or an act that is not delegable is absolutely void and produces no legal effect.

Fourth: Clarity and Specificity of Authority

One of the most common reasons for rejecting powers of attorney is ambiguity or excessive generality in the granted powers.

The law requires that the powers be:

• Clearly and precisely defined

• Unambiguous in scope

• Proportionate to the purpose of the power of attorney

A power of attorney does not constitute a waiver of rights, but rather a legal mechanism for exercising those rights through another person, while the legal consequences remain attributable to the principal.

Fifth: Legal Form and Notarization Where Required

In certain cases, compliance with substantive conditions alone is insufficient, as the law requires a specific form for the power of attorney.

Cases Where Notarization Is Mandatory:

• Powers of attorney involving disposition of property

• Powers of attorney for litigation

• Powers of attorney involving fundamental rights

In such cases, an unnotarized power of attorney is not legally recognized.

Essential Information That Must Be Included:

• Accurate identification of the principal and the agent

• Clear statement of the granted powers

• Signature of the principal before the competent authority

Private (Customary) vs. Official Power of Attorney

The form of the power of attorney reflects its legal strength:

• Private power of attorney: Limited legal effect and accepted only in narrow circumstances

• Official power of attorney: Enjoys full evidentiary value before official and judicial authorities

Official notarization significantly reduces the risk of challenge or rejection on formal grounds.

Nullity of a Power of Attorney under UAE Law

A power of attorney loses its legal effect if any of its essential conditions are absent. The law distinguishes between:

Absolute Nullity

Occurs in cases of:

• Lack of legal capacity

• Unlawful subject matter

• Violation of public order

In such cases, the power of attorney is deemed nonexistent.

Relative (Voidable) Nullity

Occurs in cases of:

• Coercion

• Ambiguity in the granted powers

These defects may be remedied by reissuing the power of attorney in accordance with legal requirements.

Duration of a Power of Attorney

• A power of attorney may specify an explicit duration

• In the absence of a specified duration, it remains valid until revoked or until its purpose is fulfilled

This aims to prevent disputes regarding the temporal scope of the power of attorney.

Common Mistakes in Powers of Attorney

Common errors leading to rejection include:

• Use of vague or overly general wording

• Failure to notarize where notarization is mandatory

• Granting broader powers than necessary

• Failure to verify the principal’s legal capacity

How to Avoid These Mistakes

They can be avoided by:

• Precisely drafting the scope of authority

• Adhering to official notarization requirements

• Conducting legal review before signing

• Linking the power of attorney to a specific duration or purpose

Frequently Asked Questions About the Validity of Powers of Attorney in the UAE

1. What are the essential conditions for a valid power of attorney?
Legal capacity, sound consent, lawful subject matter, clarity of authority, and compliance with required legal form.

2. When is a power of attorney void?
It is absolutely void in cases of lack of capacity or unlawful subject matter, and relatively voidable in cases of coercion or ambiguity.

3. Must every power of attorney be notarized?
No, but notarization is mandatory for fundamental legal transactions.

4. Does a power of attorney differ between individuals and companies?
The legal basis is the same, while the scope of authority varies according to the company’s legal structure.

5. Does a power of attorney remain valid without a specified duration?
Yes, unless it is revoked or its purpose is fulfilled.

A valid power of attorney in the UAE is based on legal capacity, sound consent, lawful subject matter, clarity of authority, and compliance with required legal formalities. Any breach of these conditions results in nullity or unenforceability, regardless of how complete the document may appear in form.

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