Franchising in the United Arab Emirates

There is a strong history of international businesses expanding their brand through the franchise model in the United Arab Emirates (UAE). Due to the relative ease of doing business, and a Western friendly culture, the UAE is often seen as a “hub” for the Middle East region, and a starting point for expanding into surrounding countries such as the Kingdom of Saudi Arabia (KSA), Kuwait, Bahrain, Oman, and Qatar.

Dubai, one of the seven emirates in the UAE, is heavily reliant on the tourism industry with many shopping malls, hotels, and tourist attractions, most of which are international franchised or licensed brands. Given this reliance on tourism, the 2020 COVID-19 government-imposed lockdown within Dubai was short and sharp. Dubai opened up for international tourists very quickly relative to most countries around the world. What this meant for international brands was that the impact of COVID-19 to brands’ franchisees in Dubai was not as substantial as those franchisees in other countries. Many local UAE brands appear to have been hit harder from the various economic impacts of the COVID-19 pandemic than those UAE companies who are franchisees of international brands. Anecdotally, this difference appears to be due to franchisor support provided during the early days of the pandemic. Dubai also already had a strong online/delivery culture for food and so many international fast-food brands had limited negative impact from the pandemic.

The UAE is also moving ahead quickly with its vaccination program in order to help support the economy and to encourage international tourists to return in greater numbers. What this means is that there is still a steady inflow of new brands coming into the UAE market, and many local companies are actively seeking to be a franchisee. Some of the larger traditional master franchises and family-owned businesses have teams of consultants who actively target and assess international brands for franchise opportunities. The online offering of the international brand is a focus area, with supply chain and logistics concerns also being at the forefront. Health and wellness, pet care, home services, and hardware franchises are in demand given the new normal of the blended office/work-from-home lifestyle.

I. The Legal System in the UAE

The UAE is a federation of seven emirates established in 1971 under a written constitution. Each individual emirate has its own Ruler as well as rules and regulations applicable only to the relevant emirate. The individual emirates have also established several economic “free zones” to encourage economic development with distinct business-friendly laws relating to foreign ownership, taxation, and regulation.[1] The free zones have the freedom to enact their own rules and regulations, which the most sophisticated free zones have done, but the federal and emirate specific laws still apply in those areas which have not been specifically regulated.

The UAE Constitution forms a “comprehensive, democratic regime” in an “Islamic Arab Society.”[2] The Constitution separates the powers of state into three branches: executive (comprising the President, Prime Minister, and Council of Ministers), legislative (comprising Federal National Council and Federal Supreme Council), and judicial (incorporating the Federal Supreme Court and the local courts). The UAE is a member state of the Gulf Cooperation Council (GCC).

Further, the Constitution provides that “[t]he Islamic Sharia shall be a main source of legislation in the Union.”[3]

For the purposes of franchising, the following UAE federal laws are the most relevant:

  1. Federal Law No. 18 of 1981 on the Organisation of Commercial Agencies as amended (UAE Commercial Agencies Law);
  2. Federal Law No. 18/1993 Concerning the Commercial Transaction Law (UAE Commercial Code); and
  3. Federal Law No. 5/1985 On the Civil Transactions Law of the United Arab Emirates State (UAE Civil Code).

A. Taxation and Currency

The UAE’s currency, the Dirham (AED) is pegged to the United States dollar. The UAE does not impose foreign exchange controls or restrictions on the remittance of funds, and foreign investors can freely transfer funds.

Currently, no withholding, capital gains, personal or individual income taxes are imposed in the UAE. However, individuals may be charged for indirect taxes, such as municipality taxes imposed on certain hotel services, as well as business and residential property rentals. Zakat is a religious wealth tax levied pursuant to Shariah law (law based on Islamic principles) prevalent in many Islamic countries but is not presently levied in the UAE. Individual emirates in the UAE have issued tax decrees concerning corporate taxes (some decrees dating as far back as the 1960s) but have not implemented their respective decrees, except that oil and gas-producing companies and foreign banks are taxed.

The UAE imposes custom duties payable for the import and export of goods that may be applicable if any goods are supplied, and in January 2018 the UAE implemented value added tax at a rate of five percent with a limited number of items related to food, healthcare, and education being exempt.[4]

B. Competition Law

The UAE has enacted competition law legislation (the Federal Law No. 4 of 2012 and the Executive Regulations (Council of Ministers’ Resolution No. 37 of 2014) (UAE Competition Law)), which is broadly focused on anti-competitive practices, particularly in relation to restrictive agreements, abuse of a dominant position, and economic concentration. While a wide range of common commercial practices could be construed as being non-compliant with the UAE Competition Law, there exists a number of exemptions and exclusions.

Some sectors have been excluded from the UAE Competition Law (such as the telecommunications, financial, and transport sectors); however, the excluded sectors are not relevant in a franchising context. Furthermore, exclusive distribution agreements governed by the UAE Commercial Agencies Law (discussed below) are specifically excluded.[5]

In a franchising context, provisions commonly seen in a standard franchise agreement, such as price controls and mandatory purchasing of products from authorised suppliers, are unlikely to require the approval of the competition regulation committee.

C. Foreign Ownership

At present, the UAE permits 100% foreign ownership of entities incorporated within the free zones. For “on shore” entities (i.e., those located within the UAE but outside the free zones), foreign companies are required to have at least 51% majority UAE ownership.[6]

Recently, the Foreign Direct Investment Law[7] was introduced which creates some exemptions permitting 100% foreign ownership of companies incorporated “on shore” if they are operating in specific industries.

The new law introduced a “positive list” of specific industries where this exemption applies.[8] This positive list includes industries that are considered important to the UAE economy, such as not only oil/gas and transportation, but potentially relevant to franchising are “restaurant management” and “retail sales in non specialised stores.”[9] It remains to be seen how this new law will be applied and in practice; sectors that are commonplace in franchising (such as restaurants and consumer apparel retailing) are likely to still require an onshore UAE company, with at least 51% UAE ownership. For the time being, franchising is likely to continue as the preferred model for businesses entering the UAE, given that most brands are uncomfortable with the UAE national ownership requirements that would apply were they to decide to open company-owned outlets in the UAE.

D. The UAE Commercial Agencies Law

There is no standalone franchise law in the UAE. Instead, franchise relationships are potentially subject to the UAE Commercial Agencies Law. The UAE Commercial Agencies Law covers any arrangement where a foreign company is represented by an agent “for the distribution, sale, display or offer of a merchandise or service inside the state in return for a commission or profit” and does not make any distinction between agency, franchise, or distribution arrangements.[10] This law only applies to contracts registered with the UAE Ministry of Economy (Ministry).[11]

For a franchise agreement to be registered with the Ministry as a “commercial agency agreement,” the following criteria[12] must be met:

  1. the franchisee must be a UAE national or an entity incorporated in the UAE that is wholly owned by UAE nationals; and
  2. the franchise agreement must be written in Arabic, notarised, and legalised.

It is important to note that it is not mandatory for a franchise agreement to be registered for the franchisor and franchisee to perform each party’s obligations as is common in standard franchise agreements. It is common in the UAE and across the GCC countries for franchise agreements to remain unregistered.

Upon registration of the franchise agreement, the franchisee (as the “agent”) will be entitled to various rights under local UAE law, including:

  1. the right to receive commissions on sale of the products[13]
  2. the right to be the agent on an “exclusive” basis and prevent the franchisor from appointing another franchisee or a replacement franchisee within the territory;[14]
  3. the right to receive compensation from the franchisor if the registered commercial agency is terminated without “substantial justification” or if the agency is not renewed by the franchisor; and[15]
  4. a local UAE court will have jurisdiction to resolve a dispute arising from the franchise agreement. The court would disregard the choice of law in the franchise agreement and apply local UAE law to resolve the dispute.[16]

The rights granted under the UAE Commercial Agencies Law are quite favourable to the local agent. For this reason, franchisors generally prefer not to have their franchise agreement registered with the Ministry.

If the franchisee is neither a UAE national nor a company wholly owned by UAE nationals, the franchise agreement cannot be registered with the Ministry, and the UAE Commercial Agencies Law does not apply. In-stead, the unregistered franchise agreement will be subject to the terms agreed in the franchise agreement (including the choice of law) and various UAE federal laws applicable to general commercial arrangements, including the UAE Civil Code and the UAE Commercial Code, which, for instance, recognise the right of parties to contract with one another.[17]

A franchise agreement can be drafted and executed by the parties in English. It is not mandatory for the franchise agreement to be translated into Arabic unless the parties intend for the franchise agreement to be registered with the Ministry as a commercial agency agreement. This is common practice to avoid agency registration. Similarly, the simple execution of the franchise agreement by the parties will suffice. Notarising and legalising will however be required if the franchise agreement is intended to be registered with the Ministry.[18]

II. Considerations for Expanding into Surrounding GCC Countries

A. KSA Franchise Law

The KSA franchise law[19] came into force in April 2020 and governs the operation of franchise agreements within KSA. It sets out mandatory terms that must be included in the franchise agreements.[20]

The KSA Franchise Law also introduces disclosure and registration requirements. The franchisor is required to provide its disclosure document to the franchisee at least fourteen days before executing the franchise agreement or receiving monies.[21] Both the disclosure document and the executed franchise agreement need to be registered with the relevant authorities within a set timeframe after execution of the franchise agreement.[22]

B. Surrounding Regions Agency Law Considerations

None of the other GCC countries at present have a standalone franchise law. Instead, franchise agreements are governed by each country’s respective commercial agencies laws. Whilst each of the GCC country’s commercial agencies laws are broadly similar, there are some differences particularly with respect to the criteria and formalities of registration as a commercial agency agreement. In all neighbouring GCC countries, the local agency laws predominantly protect the interests of the local agent (franchisee) over the franchisor.

C. Foreign Investment and Taxation Considerations

GCC nationals and entities which are wholly owned by GCC nationals are not subject to the foreign investment restrictions applied in the UAE. No GCC country has implemented foreign exchange controls or restrictions on the remittance of funds. Some of the GCC countries have introduced withholding tax and valued added tax. Although general tax issues are beyond the scope of this article, all GCC countries impose custom duties payable for the importation and exportation of goods.

III. Entrance Strategies

A. Direct Franchising to Single-Unit Franchisees

1. Disclosure Document

There are no pre-contractual disclosure obligations in the UAE, but franchisors should note that if they make representations to the franchisee, they may be liable for misrepresentation of pre-contractual statements. Under Article 185 of the UAE Civil Code, misrepresentation occurs when one of the parties “deceives the other by fraudulent means by word or act which leads the other to consent to what he would not otherwise have consented to.” For misrepresentation to occur, there must be an intention through deliberate action or inaction to deceive the franchisee by fraudulent means. Innocent misstatements (even if negligent) would not be considered misrepresentation.[23]

Under Article 187 of the UAE Civil Code, a person may be permitted to cancel the contract if there was misrepresentation and the contract “was concluded with gross unfairness.” Both elements, misrepresentation and “gross unfairness,” must be established and a party may be prevented from complaining about the misrepresentation if they continued to act in accordance with the contract.

2. Continuing Requirements

Good faith principles are an important part of the UAE legal system and apply to the franchise relationship. Although ‘good faith’ is undefined under the laws of the UAE, the UAE Civil Code expressly requires the parties perform their obligations in accordance with fairness and good faith.[24]

For franchise agreements which adopt UAE law as its governing law, good faith is therefore an implied term and local UAE courts can apply a broad interpretation to good faith.[25]

B. Joint Venture

It is possible for international brands to expand into the UAE by establishing a joint venture entity with a local UAE partner, subject to foreign ownership restrictions if the joint venture entity is established ‘on shore.’ This means that unless the activities of the joint venture entity falls within an industry sector covered by the ‘positive list’ described above, then at present, the international entity franchisor would be limited to a forty-nine percent minority ownership of the joint venture entity.[26] The rules around 100 percent foreign ownership are, however, changing and therefore the fifty one percent Emirati majority shareholding rule may be amended soon so that the international franchisor could own a higher shareholding in the local entity.

A joint venture also commonly requires a capital contribution from each party to the joint venture. For these reasons, it is uncommon for international brands to set up a joint venture in order to expand into the UAE. Instead, it is more common for expansion by appointing a local UAE franchisee under a franchise agreement.

C. UAE-Based Subsidiary or Affiliate

Depending on a franchisor’s expansion plans in the GCC region and commercial viability considerations, the UAE can be an attractive market for the franchisor to establish its regional office to support its franchisees operating in the region and potentially more broadly for the rest of the Middle East and Africa regions. This is particularly the case since the free zones have no tax obligations and are geographically a central location for setting up distribution centres to supply goods and services to franchisees.

D. Master Franchising and Area Development

Master franchising arrangements and the grant of area development rights are common in the UAE and across the GCC region. Given the geographical size and spread of the UAE and the GCC countries, it is common to see the grant of franchising rights limited to specific cities, emirates, or provinces only.

In some master franchising arrangements, the franchisee is obliged to establish and operate an agreed number of stores within the territory. This is quite common in the UAE as franchise rights are usually granted to large fam-ily-owned entities who have the capabilities to run corporate-owned and operated outlets.

Some franchises look to expand by permitting its master franchisee to grant sub-franchises to other parties to operate their own outlets. This setup is less common in the UAE because there is no legal relationship between the franchisor and the sub-franchisee. This can make it difficult to enforce obligations, particularly those concerning brand protection and intellectual property infringement.

While franchisees often seek a large territory, franchisors often grant a smaller territory to the franchisee with an option to expand later to cover additional cities or GCC countries if the franchisee has demonstrated that it is capable of taking on a larger territory.

IV. Protecting a Franchisor’s Intellectual Property in the UAE

A. Trademarks

The UAE follows a “first to file” trademark protection system, and it is common for trademarks to be registered in both English and Arabic.[27] There can be issues with trademark applications if the mark is considered contrary to the public order or morality of the UAE. For example, anything that references religious symbols (crosses, angels), or words that could be interpreted to have a morally questionable meaning (such as “naked,” even where it is intended to mean “bare” or “excludes” such as in food products where the word is intended to represent free from additives and preservatives) often run into issues during any application process. It is important for the franchisor to maintain control of the trademark registration process and expressly prohibit the franchisee from registering the franchisor’s trademarks in their own name or use the franchisor’s trademark in the franchisee’s registered company name.

The latter poses a practical challenge because multiple company and business name registries are managed by the various Emirates, chambers of commerce, and the free zones. The registrars at these various registries do not necessarily check the UAE trademark register to verify if a business name application infringes on a registered trademark.

B. Trade Secrets and Confidential Information

The franchisor commonly grants a license to the franchisee to use its intellectual property, trade secrets, and confidential information, such as price lists, ingredients, recipes, protocols, systems, or customer lists, etc. Such information is typically disclosed by the franchisor in the operations manual, during training, or in operational communications between the parties.

In the UAE, it is common for trade secret owners to protect their trade secrets contractually to limit the recipient from using or disclosing the trade secret information (such as a non-disclosure agreement). To further enhance protection of trade secrets, the franchisor should ensure that any disclosure is done in the strictest of confidence. One way to achieve this outcome is for the franchisor to require the franchisee’s operations manager, general manager, or other key personnel to sign a non-disclosure agreement directly with the franchisor. The franchise agreement should therefore be specific about what the franchisor’s trade secrets are and include adequate protection provisions and enforcement rights.

C. Copyright

The franchisor commonly provides franchisees with its operations manual and its marketing material. The franchisor retains copyright ownership in these materials, and acknowledgment of copyright ownership should be specified in the franchise agreement. Such material is often translated into Arabic or, in the case of marketing material, tailored for use to suit the domestic UAE audience. It is important that the franchise agreement is clear as to which party owns the copyright in the translation or modifications to the franchisor’s copyrighted materials.

In the UAE, it is possible to obtain copyright registration for materials and works.[28] Registration is not mandatory but can be a useful step in the event of infringement and the copyright owner seeks to enforce their rights in a local UAE court.

D. Domain Names

Franchisors should exercise full control of the domain name registration and renewal process and should only give franchisees limited access to use a page within the franchisor’s website. This constraint is particularly important given the logistics of UAE court cases and the practical difficulties with getting control of a domain name upon termination or expiration of the franchise agreement. It is, however, also uncommon for the franchisor to permit its franchisee to be the registered owner of the domain name.

V. The Franchisor-Franchisee Relationship in the UAE

A. The Franchise Agreement

The rules governing contract formation and enforcement are applicable to franchise agreements.[29] Parties are free to contract, and the laws mentioned in Section I will generally govern the franchise relationship.

B. Employment Relationships

As with all businesses in the UAE, all individuals working for the franchise business are required to have a work permit and an immigration visa (for expatriate employees), and the franchisee is responsible for arranging this along with insurance. The franchisee is the local sponsor and is responsible for the actions of its employees.[30] There are few risks from a “joint employer” standpoint, unless a specific employee also has an employment agreement with the franchisor (in addition to their local employment agreement with the franchisee). The various local Emirate Labour Committees, who are responsible for hearing cases related to employment matters, would not automatically consider a franchisor to be the employer simply because the employee is employed by a company that happens to be a franchisee or part of a franchised network. Immigration rules mean that an individual’s permission to work in the UAE is linked to their visa which is “sponsored” by their employer and so it is very clear who the individuals employer is (i.e., the company who grants the employee the work permit and visa).

The franchise agreement should make it clear that the franchisor is not liable for any acts or omissions of the employees hired by the franchisee. It is unlikely under local UAE law that a franchisee’s employee will be considered an employee of the franchisor, particularly where the franchisor entity is not registered in the UAE.

C. Termination of the Franchise Agreement

If the franchise agreement is registered as a commercial agency agreement, it can only be terminated by court order or by consent of the parties to the termination - even in the event of a breach of the franchise agreement that would otherwise result in the right to exercise an agreed termination clause.[31]

If the franchisee does not consent to the termination of the commercial agency agreement, the franchisee may continue to trade (and the franchisor is prohibited from appointing a replacement franchisee) until such time as a court order validates the termination, or the parties reach a settlement, often requiring compensation in substantial amounts be payable to the franchisee in exchange for its consent.

Furthermore, a local UAE court may decide not to terminate the contract and have it deregistered as a registered commercial agency agreement if it is unfair to do so. The court may order the franchisor to compensate the franchisee if the court deems termination was unfair or without cause. These restrictions do not apply if the franchise agreement is not registered, in which case the parties may terminate the agreement in accordance with the terms and conditions of the agreement.

Post-termination provisions, such as non-compete and restrictive covenants, are generally difficult to enforce in the UAE. The court will assess what it considers reasonable to protect a legitimate business interest, and, as the UAE courts do not follow a system of binding precedent, this determination is made on a case-by-case basis. Additionally, even if considered reasonable, there can be enforcement challenges as the court lacks injunctive power. Given that only direct, proven, and actual losses are generally recoverable, proving actual loss arising from breach of the post-term restrictive covenants can be difficult.

Given the difficulties with enforcing post-term restrictive covenants, and the practical issues for a franchisor to ‘step-in’ and take over operation of the franchisee’s business, it is common for the parties to agree for franchise disputes to be resolved through mediation or arbitration.

VI. Other Practical Cross-Border Issues

A. Leasing of Premises

In the UAE, it is common for the franchisee to lease the premises from which it will conduct the franchised business from a third party. This is opposed to some other countries where it is customary for the franchisor to hold the lease and then sub-let to the franchisee. Commercial leases in the UAE are usually for three to five years, and tenants are expected to pay at least one entire year’s rent upfront.

Most lease agreements prohibit the tenant from assigning or transferring the lease without the landlord’s written consent. Thus, without the landlord’s consent, any step-in provision that allows the franchisor to run the franchise business from the leased premises may be ineffective.

B. Equipment and Supply

To maintain quality and uniformity of products and services, franchisors commonly reserve the right to approve equipment, ingredients, products, or distributors from which franchisees are obliged to purchase goods and services. Contractually, provisions mandating the franchisee purchase certain goods and services from the franchisor or approved suppliers are likely to be enforceable under UAE law.[32]

C. Security

Guarantees are a common form of security in franchise arrangements in the UAE. Guarantees are essentially suretyships, and the franchisor must pursue the franchisee at first instance for any breach or non-performance of the franchise agreement. This is unlike other jurisdictions where the franchisor can claim the debt from the guarantor at the same time as it does from the franchisee.

Depending on the corporate structure of the franchisee, the franchisor could seek personal guarantees from an individual. If so, the franchisor should verify that the individual guarantors have sufficient personal assets that could be relied upon as security.

To enforce the guarantee, the franchisor must make a claim for any debt within six months from the date which it became due. Under Article 1092 of the UAE Civil Code, a surety is deemed to have been discharged outside this timeframe. As such, franchisors should send breach notices and demand letters to the franchisee as soon as possible and keep records of all correspondence.

It is important for the choice of law and dispute resolution provisions that govern the guarantee arrangement to be the same as the underlying franchise agreement. Guarantees in the UAE are considered suretyships and therefore tied explicitly to the obligations of the franchisee under the franchise agreement.

As an alternative to a guarantee, a franchisor may require a franchisee to provide a bank guarantee upon which the franchisor may draw in the event of any breach. Here, the franchisee (as the customer of the bank) will procure that its bank issues a guarantee (issued in the bank’s name) in favour of the franchisor, which is usually payable simply on presentation to the bank. If the franchisee becomes indebted to the franchisor, they may present the original bank guarantee to the issuing bank, which undertakes to pay the franchisor for the amount claimed.[33] For inter-national franchisors, a practical consideration is to ensure that the franchisor is able to physically present the original bank guarantee at the issuing bank. This is particularly the case during the COVID-19 pandemic where there were practical difficulties with physically attending the issuing bank to draw upon the bank guarantee.

VII. Franchise Litigation

A. Civil Litigation

UAE laws allow for contracting parties to choose a foreign law to govern contractual agreements, but, if a dispute was brought before a local UAE court, the court may not uphold a foreign choice of law clause if the dispute concerns public policy or morality issues. Class or collective actions are not recognised under UAE laws.

B. Alternative Dispute Resolution

The UAE is a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention). Most franchise agreements entered into between international franchisors and franchisees in the UAE provide for disputes to be resolved by arbitration and for the franchise agreement to be governed under foreign law (usually the laws of England and Wales).

In the event of a dispute and a case is brought before a local UAE court, it is important that the arbitration clause is raised at once so that the court will refuse jurisdiction to hear a matter.

The Dubai International Financial Centre London Court of International Arbitration (DIFC-LCIA) is frequently selected as the venue for arbitration in franchise agreements in the UAE. It is essential to draft a clear arbitration clause to avoid any potential uncertainties that may arise in case of a dispute.

Following the arbitral award being handed down by the DIFC-LCIA, it can then be enforced elsewhere “on shore” in the UAE or more broadly in the other GCC countries.

VIII. Remedies

A. Injunctions

Specific performance and injunctions, which, although are discussed in the various UAE IP laws such as Federal Law No. 37/1992 (UAE Trademark Law),[34] are discretionary remedies and are not commonly granted by local UAE courts. In practice, this makes it difficult to prevent a franchisee from continuing to use a franchisor’s intellectual property following termination of the franchise agreement. Generally, only direct, proven, and actual losses are recoverable, and consequential losses are generally not recoverable.

Instead, attachment orders are more common and can be used to seize assets that are the subject of the claim.

B. Claims for Future Royalties

If the franchisor terminates the franchise agreement before the end of the term because of the franchisee’s default, the franchisor may consider claiming losses for future unpaid royalties. The UAE courts are unlikely to enforce a claim for future royalties because lost future royalties are difficult to prove and the calculation of them may be deemed too speculative.[35]

C. Liquidated Damages

Liability can be limited through caps, or even liquidated damages provisions, so long as the parties agree to specific amounts when entering into the franchise agreement. The UAE Civil Code deals with the enforceability of liquidated damages and grants the court discretion to adjust the pre-agreed amount of compensation to ensure that the damages are equal to the loss suffered.[36]

Given that the UAE courts do not readily award damages that do not reflect proven and actual losses, it is important that a pre-determined amount of damages in a franchising agreement is carefully drafted to reflect actual loss and not so high as to amount to a penalty.

IX. Conclusion

The UAE continues to see a steady increase of franchised businesses with foreign companies frequently launching retail stores, restaurants, and other brands. For franchisors, it is an effective way to build a brand across markets without significant investment, and for franchisees it carries less financial risks when compared to the risks of establishing an entirely new concept.

It is important that franchise agreements are sufficiently comprehensive and that careful consideration is given to the choice of law and dispute resolution clauses. Where it is permissible for the franchise agreement to be registered as a commercial agency agreement, the parties should carefully consider the merits of registration and potential implications in doing so.

©2021. Published in The Franchise Law Journal Summer 2021, by the American Bar Association. Reproduced with permission. All rights reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or stored in an electronic database or retrieval system without the express written consent of the American Bar Association or the copyright holder.

[1] Federal Law No. 8/2004 on Financial Free Zones (U.A.E.).

[2] Preamble, United Arab Emirates: Constitution (Dec. 2, 1971) (as amended).

[3] United Arab Emirates: Constitution (Dec. 2, 1971) (as amended ).

[4] Art. 3, Federal Decree-Law No. 8/2017 on Value Added Tax (U.A.E.).

[5] Art. 5, Federal Law No. 4/2012, On the Regulation of Competition (U.A.E.).

[6] Federal Law No. 2/2015, On Commercial Companies, Art. 10 (U.A.E.).

[7] Federal Decree-Law No. 19/2018 On Foreign Direct Investment (U.A.E.); see also Cabinet Decision No. 16/2020, On the Determination of the Positive List of the Economic Activities and Sectors in Which Direct Foreign Investment is Permitted and Ownership Percentages Thereof (U.A.E.).

[8] Foreign Direct Investment Circular, Subject: Implementation of Cabinet Decision No. 16/2020 Regarding Determining the Positive List (U.A.E.).

[9] Id.

[10] Federal Law No. 18 of 1981, On the Organisation of Commercial Agencies, Art. 1 (U.A.E.).

[11] Id., Art. 3.

[12] Id., Arts. 2, 10.

[13] Federal Law No. 18 of 1981, On the Organisation of Commercial Agencies, Art. 7 (U.A.E.).

[14] Id., Art. 1.

[15] Id., Art. 9.

[16] Id., Art. 6.

[17] Federal Law No. 18/1993, Concerning the Commercial Transaction Law, Art. 2(1); Federal Law No. 5/1985, On the Civil Transactions Law of the United Arab Emirates State Art. 124 (U.A.E.).

[18] Federal Law No. 18 of 1981, On the Organisation of Commercial Agencies, Art. 10 (U.A.E.).

[19] Royal Decree No. M/22 dated 09/02/1441 Hijri (Oct. 8, 2019) and the Implementing Regulations of the Franchise Law were approved by Ministerial Resolution No. 00591 dated 18/09/1441H (May 11, 2020).

[20] Id.

[21] Id., Art. 7.

[22] Id., Art. 6.

[23] Art. 185, Federal Law No. 5/1985, On the Civil Transactions Law of the United Arab Emirates State Civil Code (U.A.E.).

[24] Id., Art. 246.

[25] Id.

[26] Federal Law No. 2/2015, On Commercial Companies, Art. 10 (U.A.E.).

[27] Federal Law No. 37/1992, Concerning Trademarks (Intellectual Property Code), Art. 44 (U.A.E.).

[28] Federal Law No. 7/2002, On Copyrights and Related Rights, Art. 2 (U.A.E.).

[29] Federal Law No. 18/1993, Concerning the Commercial Transaction Law, Art. 2(1) (U.A.E.).

[30] Art. 13, Federal Law No. 8/1980, Concerning the Regulation of Labour Relations (Labour code) (as amended) (U.A.E.).

[31] Art. 8, Federal Law No. 18/1981, On the Regulation of Commercial Agencies (Commercial Agency Law) (U.A.E.).

[32] Federal Law No. 18/1993, Issuing the Commercial Transactions Law (Commercial Code), Art.10 (U.A.E.).

[33] Id. Art. 411.

[34] Federal Law No. 37/1992, Concerning Trademarks (Intellectual Property Code), Art. 41 (U.A.E.).

[35] Federal Law No. 5/1985, On the Civil Transactions Law of the United Arab Emirates State (Civil Code), Art. 390(1) (U.A.E.).

[36] Id., Art. 390 (2).

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