Commercial Agency Code

Abrogating

Federal Law No. 18/1981

We, Mohamed bin Zayed Al Nahyan, President of the United Arab Emirates;

Having perused:

The Constitution;

Federal Law No. ‎1/1972 on the Competencies of Ministries and the Powers of Ministers, as amended;

Federal Law No. 18/1981 Regulating Commercial Agencies, as amended;

Federal Law No. 11/1992 Promulgating the Civil Procedures Law, as amended;

Federal Law No. 18/1993 Promulgating the Commercial Transactions Law, as amended;

Federal Law No. 14/2016 on Administrative Violations and Penalties in the Federal Government;

Federal Law No. 6/2018 on Arbitration;

Federal Decree-Law No. 32/2021 on Commercial Companies;

Federal Decree-Law No. 36/2021 on Trademarks;

Federal Decree-Law No. 37/2021 on the Commercial Registry; and

Based on the proposal of the Minister of Economy, the approval of the Cabinet and the Federal National Council, and the ratification of the Federal Supreme Council;

Have issued the following Law:

Article 1 – Definitions

In applying the provisions of this Law, the following words and expressions shall have the meanings indicated opposite each of them, unless the context of the provision requires otherwise:

Article 2 – Practicing Commercial Agency Business

1. The practice of Commercial Agency business in the State shall be limited to individual citizens, and companies and institutions that are wholly owned by any of the following:

• a. A natural person who is a citizen;
• b. A public legal person;
• c. A private legal person owned by public legal persons; and
• d. A private legal person wholly owned by natural persons who are citizens.

2. Subject to Clause (1) of this Article, the Cabinet may, based on a recommendation of the Minister, allow any international company, even if it is not owned by citizens, to practice the Commercial Agency business for the products it owns, under the conditions and within the limits it deems appropriate in this regard and if they meet the following requirements:

• a. This Commercial Agency does not have a commercial Agent inside the State; and
• b. The Commercial Agency is new and not previously registered in the State.

3. Subject to the provision of Clause (4) of this Article, public joint stock companies incorporated in the State and in which the shareholding of the citizens of the State is not less than 51% of its capital shall be excluded from the provisions of Clause (1) of this Article.
4. The Cabinet shall, based on the recommendation of the Minister, issue a decision on the procedures, controls and conditions necessary for the companies mentioned in Clause (3) of this Article to practice the Commercial Agency business in the State.

Article 3 – Registration in the Commercial Agencies Register

Commercial Agency business may not be practiced in the State except by those who are listed in the Commercial Agencies Register in the Ministry. Any Commercial Agency that is not listed in this Register shall not be valid.

Article 4 – Commercial Agency’s Validity

In order for a Commercial Agency to be valid, the Agent must be engaged by the original Principal under a written and documented contract, and the Commercial Agency must be listed in the Commercial Agencies Register.

Article 5 – Commercial Agency Contract

1. A Commercial Agency contract shall be in the common interest of the contracting parties, and the provisions of this Law shall apply thereto, and any agreement to the contrary shall not be valid.
2. The courts of the State shall be competent to hear disputes that may arise in connection with the Commercial Agency contract.

Article 6 – Contract Term

If it is stipulated in the contract that the Agent establishes display buildings, commodity stores, or maintenance or repair facilities, the contract term shall be five years, unless otherwise agreed upon.