Purchasing assets in the UAE will have many similarities to purchasing assets in other jurisdictions. The key transaction document is the detailed Asset Purchase Agreement (APA). The APA does not need to be filed with any authority and can therefore be drafted in the language preferred by the parties. The APA can also be signed electronically if the parties prefer this approach.
As with SPAs, in most cases, APAs can be governed by either UAE law or the laws of a foreign jurisdiction (with English law being the most commonly applied foreign law for APAs). However, APAs for transfers of certain types of assets (such as real estate) are best governed by UAE law. Generally, UAE law allows an APA to be signed electronically, subject to certain signature verification requirements.
An APA will generally fall under the jurisdiction of the UAE courts, the DIFC courts, the ADGM courts or an arbitral tribunal based in a jurisdiction that is a party to the New York Convention, as it may be difficult to enforce a judgment or arbitral award in the UAE if the judgment or arbitral award is made in a jurisdiction other than the one specified above. However, APAs for the transfer of certain types of assets (such as real estate) are best served by the UAE courts.
If the assets to be transferred are not registered, there is no need to file any documentation with the relevant authorities. If registered assets were to be transferred, the parties would typically execute a brief document to that effect rather than file a full APA containing the full terms of the transaction with the authorities.
Movable property may be transferred between the parties without a sale and purchase agreement. Instead, this may be accomplished through a purchase order. Certain types of registered assets may require a separate transfer agreement or process. Such assets include (but are not limited to) real estate, automobiles, employees, and registered intellectual property.
