Commercial and Corporate Disputes in the UAE

Commercial disputes rarely announce themselves. A partner stops sharing information. A shareholder finds he has been left off the accounts. A supplier terminates and now claims the termination was wrongful. Or a contract turns out to have been signed by someone who had no authority to sign it.

I advise companies, shareholders and business owners in the UAE on commercial and corporate disputes, from the first assessment of the position through to settlement or the point where a claim is ready to be filed.

Which law applies, and where

Onshore companies are governed by Federal Decree-Law No. 32 of 2021 on Commercial Companies, which came into force in January 2022 and replaced the 2015 law. It has since been amended, most recently by Federal Decree-Law No. 20 of 2025, which introduced multiple share classes for limited liability companies, a statutory basis for drag-along and tag-along rights, and mechanisms for deadlock. Those amendments are being phased in, so whether a particular provision applies to a particular company is a question worth checking rather than assuming.

The DIFC and ADGM are separate. A company registered in the DIFC is governed by DIFC Companies Law and its disputes go to the DIFC Courts, not the Dubai Courts. Getting this wrong at the outset costs time that is difficult to recover.

General contractual principles now sit in Federal Decree-Law No. 25 of 2025, the new Civil Transactions Law, which came into force on 1 June 2026 and renumbered the provisions of the 1985 law. A good deal of material still circulating online cites the old numbering.

Shareholder and partnership disputes

Most of these begin the same way. One party controls the information and the other does not. By the time a minority shareholder asks why no profits have been distributed, the position has usually been building for two or three years.

What decides these matters is the constitutional documents, the shareholders agreement if one exists, the resolutions actually passed and the financial record. Where no shareholders agreement exists, the statutory position governs, and it is often less protective than people assume it will be.

Contracts, termination and authority

Terminating a commercial contract is where companies most often create the claim they were trying to avoid. A termination clause has to say what it needs to say, and it has to be operated the way it was written, including any notice and cure requirements. Terminating on the correct commercial instinct but the wrong contractual basis converts a strong position into a weak one.

Authority is the other recurring problem. A contract signed by an employee or a manager who had no power to bind the company raises a question that cannot be answered from the contract itself. It depends on what the company's documents said, what the other party was told and how the company behaved afterwards.

Personal liability

A limited liability company limits liability, but not in every situation and not automatically. Signing personally, giving a guarantee, or acting in a way that exposes a manager to responsibility for the company's obligations are all distinct routes to personal exposure, and people frequently do not know which one they are in until a claim arrives.

What decides a commercial dispute in practice

In most commercial matters that reach court, an expert is appointed to examine the accounts and the documents and to report. That report shapes the outcome to a degree that surprises people who expected the judge to decide the case from the arguments.

Which means the material question is rarely who is right in principle. It is what the documents show, whether they were created contemporaneously, and how they will read to an expert who was not there and has no interest in either side.