United Arab Emirates

In furtherance of enhancing the regulatory framework governing mediation services in the United Arab Emirates, the Minister of Justice issued Decision No. 701 of 2025 on the Regulations for Submitting a Professional Liability Insurance Policy by Private Mediation Centres and Branches of Foreign Mediation Centres “Decision”. This Decision forms part of the UAE’s broader efforts to strengthen professional accountability, protect service users, and reinforce confidence in alternative dispute resolution mechanisms. It is worth noting that the UAE Cabinet issued Resolution No. (56) of 2025 regarding Private Mediation Centers and Branches of Foreign Mediation Centers in May 2025. The Resolution marks the beginning of a comprehensive regulatory framework governing the operations of mediation centers. It applies to private mediation centers and branches of foreign mediation centers licensed to provide civil and commercial mediation services within the State. However, it expressly excludes private mediation centers and branches of foreign mediation centers licensed to operate within financial free zones, unless they conduct mediation activities outside those zones. The Resolution further specifies the legal form that a private mediation center must adopt, in addition to setting out the procedures for obtaining licensing approval and the conditions required for licensing a private mediation center or a branch of a foreign mediation center. These conditions include, among others, the obligation to submit a valid professional liability insurance policy. Further, with the issuance of Minister of Justice Decision No. (701) of 2025, the obligations imposed on licensed mediation centers to maintain adequate professional liability insurance coverage valid throughout the entire licence period have been clearly articulated and formalized. By introducing standardized insurance requirements, the Ministry of Justice seeks to align mediation practices with international best standards, enhance regulatory transparency, and safeguard the rights and interests of parties who resort to mediation as an efficient and credible dispute resolution mechanism. The Decision sets out specific conditions governing the required insurance policy. Notably, the policy must be issued by an insurance company licensed in the United Arab Emirates. The minimum insurance coverage must not be less than AED 1,000,000 per annum for a private mediation center and AED 2,000,000 per annum for a branch of a foreign mediation center. Furthermore, the policy must cover professional errors and omissions committed by the private mediation center or the branch of a foreign mediation center, as well as by their employees, in the course of performing their assigned duties. According to the Decision, the insurance policy must be renewed at least thirty (30) days prior to its expiry and must be free from any conditional terms. It may not be cancelled during the licence period except with the prior approval of the Committee for Licensing Private Mediation Centres and Branches of Foreign Mediation Centres, established pursuant to Ministerial Resolution No. (383) of 2025 (the “Committee”), or where the mediation centre’s licence has been cancelled. Furthermore, the insurance policy must include a provision obligating the insurance company to pay the insured amount to the beneficiary within thirty (30) days from the date of submission of a valid claim requesting payment of the adjudicated insurance amount. Such payment shall apply in cases involving, inter alia, damage to documents related to the mediation work, negligence, breach of trust, deception, disclosure of confidential commercial information, defamation, or any other professional errors committed in the course of performing professional duties. It is worth highlighting that any application submitted by a private mediation center or a branch of a foreign mediation center, whether for the issuance or renewal of a licence, shall not be accepted unless it is accompanied by a professional liability insurance policy valid for the entire licence term. This requirement constitutes a mandatory condition for licensing and renewal. In addition, the private mediation center or the branch of the foreign mediation center is required to promptly notify the Committee of any amendment, renewal, or change affecting the insurance policy, ensuring continued compliance with the applicable regulatory requirements. The Decision represents a significant step in strengthening the regulatory framework governing private mediation centers and branches of foreign mediation centers in the UAE. By clearly defining the scope, conditions, and continuity of professional liability insurance obligations, the Decision reinforces professional accountability and enhances protection for parties engaging in mediation.

Business leaders in the UAE now face a set of reforms that matter more than ever. Corporate governance for private companies is moving out of the shadows and into sharper focus. With new regulations and stakeholder expectations on the rise, private business owners must stay ahead. This article explains the key developments, what companies should expect in 2025 and how to get ready effectively. What’s changing in corporate governance in the UAE In recent years the UAE government’s stepped up efforts to improve transparency, accountability and governance across both public and private sectors. Regulatory bodies such as the Securities and Commodities Authority, the Ministry of Economy and various free-zone regulators have issued guidelines or draft rules aimed at private companies. These reforms reflect global standards and investor expectations. That means private companies may soon face stricter requirements around reporting, board structure, risk management and stakeholder engagement. Key highlights of what’s shifting include mandatory board charters, internal audit functions and clear separation of roles between board and management. Companies may have to disclose beneficial ownership and adopt policies for conflicts of interest. Some regions in the UAE already require companies to publish corporate governance frameworks even if they aren’t listed. These changes raise the bar for private companies. They’ll need to take governance seriously rather than treating it as a checklist. Why private companies must act now Many private companies believe these rules only apply to listed firms or large multinationals. That mentality’s risky. In practice we’re seeing regulators extend governance requirements into the private sphere. That means companies that aren’t prepared may find themselves responding reactively instead of proactively. Owners and boards that ignore these developments may face penalties, reputational damage or reduced access to finance. Investors, lenders and partners are also asking more about governance frameworks before committing to deals. A company that can’t show it’s got proper governance in place may pay a premium or lose out entirely. The reforms in 2025 aren’t just a regulatory burden, they’re a strategic issue. What to expect in 2025 Over the coming year several trends will become clearer. First, private companies will likely receive detailed guidance or binding rules on acceptable board composition including independent members. Second, reporting obligations will expand to include sustainability, anti-bribery and cyber-risk disclosures. Third, companies may have to formalise risk committees, audit committees or equivalent structures. Fourth, regulators may link licensing and renewal to governance compliance. Fifth, international investors will push for standards that mirror those in OECD countries or EU markets. Each of these means companies must move from informal practices to documented processes. For instance the board that “just meets when needed” may need to adopt a formal charter, a calendar of meetings and minutes that reflect oversight. Internal audit functions may become expected rather than optional. Beneficial ownership data may need to be accessible and verified. Cyber-risk frameworks may need to align with UAE national cyber-security standards. Practical steps for private companies The transition’s manageable if you start early. First review your current governance framework. Map the board structure including whether there are independent members, how the board’s delegated and how management interacts with oversight. See where gaps exist compared to best practice and likely regulation. Second, document policies and procedures. That means having a board charter that defines roles of the chair, non-executive directors, committees and management. Set up a schedule for board and committee meetings. Create a risk management policy and an internal audit charter if you don’t already have one. Adopt conflict of interest and whistle-blower policies. Make sure beneficial ownership records are updated and stay that way. Third, train and educate your board and management. Governance isn’t a set of documents only. It’s how people act. Make sure board members know their duties under UAE law and any free-zone rules. Teach executives about their accountability. Offer training sessions and refresher briefings on emerging risks such as cyber threats or sustainability matters. Fourth, engage with external parties. Talk to your auditors, legal advisors and regulators to understand what they expect. Benchmark your governance against peers in your sector. Lenders or investors often have their own governance checklists, so ask ahead of deals. Fifth, monitor and adapt. Governance reform’s ongoing. What’s regarded as best practice today may shift tomorrow. Set up a feedback loop where board evaluations happen, oversight committees report to the board and the board reviews its own effectiveness. That way you’re not caught flat-footed when regulators update guidance or the market demands new disclosures. Challenges and how to manage them Private companies often find governance reform hard because they’re used to informal decision-making and flat ownership structures. Family businesses are a good example. Owners wear many hats, so a sharp separation between oversight and management can feel artificial. We advise treating this as evolution rather than revolution. Start with governance that fits your size and stage. If you’ve got no committees, establish a simple audit or risk committee with one non-executive member. If you don’t have a formal board, define a governing council that meets quarterly and documents decisions. As you grow or engage with more external investors, you can scale up to richer governance. Cost and resources are also issues. Setting up internal audit or independent directors can feel expensive. But you can phase it in. Prioritise the biggest gaps first, like inadequate risk oversight or ownership records. Use external service providers or part-time roles rather than full-time hires if that makes sense. Finally, culture’s critical. Governance’s about behaviour and mindset as much as systems. If managers and owners see governance as red tape, they’ll bypass it. Leaders must explain why governance matters: it reduces surprises, protects the business and builds trust. That way the transition’s smoother. Looking ahead The reforms coming in 2025 might not all be finalised yet. But legislators and regulators have made their intent clear. Private companies that wait until rules are published will struggle to catch up. By starting now you embed good governance, improve oversight and reduce risk. You also position the business better for investment, growth and exit strategies. Smart boards will turn these reforms into opportunities. A sound governance framework can help in mergers, acquisitions or raising capital. It can make the business more transparent and resilient. It signals to stakeholders that the company’s serious. So treating governance as a strategic enabler rather than overhead makes sense. How The Knightsbridge Group can help With over ten years advising international businesses and families, The Knightsbridge Group supports clients across the UAE and worldwide. We combine legal, tax, immigration and fiduciary expertise so we can structure governance frameworks tailored to private companies in the UAE. We help boards with governance reviews, draft board charters, establish committees and train directors. We coordinate with trustees, banks, regulators and legal partners to make sure your setup’s compliant and practical. To review your current arrangements or plan new strategies, contact [email protected]

Dubai, UAE - January 8, 2026 - BSA LAW (the “Firm”) is pleased to announce the promotion of Bassel Boutros to Partner in the firm’s Litigation Practice, based in Dubai. Mr. Boutros has been a key contributor to the Firm’s onshore litigation team and brings over fifteen years of experience advising on and representing clients in complex disputes across the United Arab Emirates, Lebanon, and the wider Middle East, with particular focus on commercial and civil litigation, insolvency and restructuring, as well as real estate, banking, and employment disputes. Since joining BSA LAW, Mr. Boutros has demonstrated exceptional legal acumen in handling high-stakes litigation, consistently delivering strategic, client-focused outcomes. He is adept at managing complex legal matters and settlement negotiations, and his deep understanding of litigation dynamics, combined with a pragmatic approach to dispute resolution, has proven invaluable to the Firm’s clients and its broader practice. Jimmy Haoula, Managing Partner at BSA LAW, said: “Bassel’s promotion reflects his outstanding contributions to our litigation bench and his commitment to excellence. His analytical rigour, advocacy skills, and client dedication have strengthened our team’s capabilities and further elevated the service we provide across complex disputes.” About BSA LAW BSA LAW is a leading regional law firm with offices across the Middle East, offering integrated legal services that span litigation, corporate advisory, real estate, enforcement and restructuring practices — committed to delivering pragmatic solutions grounded in deep local insight and international standards. Media Contact: [email protected]  

Federal Decree-Law No. 20 of 2025 introduces a wide-ranging set of amendments to the Commercial Companies Law (Federal Decree-Law No. 32 of 2021). The reforms clarify the interface between onshore and free-zone regimes, strengthen the legal framework for investment and governance, and provide greater flexibility in corporate structuring and capital arrangements. While free-zone entities remain subject to their own regulatory rules, the amendments bring the UAE’s corporate environment closer to international standards and enhance its usability for investors, founders and multinational groups operating in or from the UAE. This overview highlights the key changes and their practical implications for companies active in the UAE. 1) Clearer Scope Across Onshore, Free Zone and Foreign Companies The law now provides more explicit guidance on how it applies to foreign companies with a UAE presence and to free zone entities conducting activities outside their zone. Free zone companies continue to be governed by their own regulatory frameworks within the boundaries of the free zone; however, when they carry out activities in the mainland—whether through a branch, representative office, or otherwise—they must comply with the Commercial Companies Law and other applicable federal legislation. The amendments also confirm that free zone companies are considered UAE juridical persons for the purposes of UAE law. This clarification reduces long-standing uncertainty in cross-border structuring and offers greater predictability for groups operating across both mainland and free zone jurisdictions. 2) Introducing Non-Profit Companies For the first time, UAE company law expressly recognises non-profit companies. These entities must reinvest all revenues to advance their stated objectives and are prohibited from distributing profits to shareholders or partners. Detailed rules on their governance, permitted activities, licensing requirements and any regulatory exemptions will be issued at Cabinet level. Once implemented, this framework will provide a purpose-built legal vehicle for philanthropic, cultural, community and social initiatives, offering greater clarity and legitimacy for organisations pursuing non-commercial purposes in the UAE. 3) Common-Law Style Shareholder Rights Embedded in LLCs and PJSCs The amendments introduce statutory recognition of drag-along and tag-along rights for limited liability companies and private joint stock companies, allowing these mechanisms to be included directly in the memorandum or articles. This enhances enforceability, reduces reliance on side agreements, and increases certainty in exit and share-transfer scenarios—particularly relevant for M&A, venture capital, private equity, and family business restructurings. The detailed conditions and procedures for exercising these rights will be clarified through implementing regulations. Succession Planning for Shares Companies and shareholders may now agree in advance on how a deceased shareholder’s interest will be dealt with. These arrangements may include priority purchase rights for remaining shareholders or, importantly, acquisition of the shares by the company itself. The valuation may be agreed with the heirs or determined by the competent court, with independent valuation experts engaged in case of dispute. While this is a welcome development that provides greater certainty in succession planning, further guidance is expected on the post-acquisition treatment of such shares—specifically whether they may be held as treasury shares, cancelled, or reissued to third parties. 4) Greater Share Class Flexibility for LLCs Mainland LLCs can now issue multiple classes of shares with different voting, dividend, liquidation, redemption, and other rights. This represents a significant modernization that brings UAE practice closer to international standards commonly used in growth equity and venture financing. Cabinet-issued rules are expected to clarify the precise parameters, but the policy direction is clear: private companies now have the flexibility to structure their capital in line with strategic objectives. 5) In-Kind Capital Contributions The law reinforces the ability to make in-kind contributions to LLC capital, provided that , among other things ,such contributions are valued by one or more accredited valuers. If an accredited valuation is not obtained, the in-kind contribution will be considered invalid. This approach balances flexibility—particularly relevant for asset-intensive and technology-driven businesses—with safeguards against inflated or subjective valuations. 6) Private Placements by Private Joint Stock Companies Private joint stock companies may now raise capital through private placements within UAE financial markets, subject to the procedures and conditions set by the Securities and Commodities Authority. A private placement allows a company to sell shares or other securities directly to a limited group of investors—such as institutional investors or high-net-worth individuals—rather than through a public offering. This closes a historical gap in the fundraising pathway, enabling issuers to access domestic capital efficiently without relying on offshore structures or parallel vehicles. 7) Governance Continuity and Deadlock Solutions The amendments address day-to-day governance challenges that often arise in closely held entities. A manager’s resignation becomes effective after 30 days if the company takes no action, unless otherwise agreed. Companies must notify the competent authority when a manager’s term expires and appoint a successor within 30 days. Boards may continue to operate for up to six months after their term lapses to maintain operational continuity. If shareholders fail to appoint a new board, the competent authority may appoint directors who are not shareholders. This provides a practical mechanism to resolve deadlocks and restore functionality through a neutral or independent board composition. 8) A Unified Framework for Re-Domiciliation (Migration/Continuation) Perhaps the most transformative change is the introduction of a statutory framework for corporate migration (continuation) that preserves a company’s legal identity, contractual continuity, and corporate history. Companies can now re-domicile from foreign jurisdictions into the UAE, between mainland authorities, from mainland to free zones (including financial free zones) and vice versa, as well as between different free zones. This flexibility is subject to shareholder approval (typically via a special resolution or other prescribed majority), compatibility between registries, absence of prohibitive annotations or blocks, approvals from the relevant licensing authorities (and the Ministry of Economy or Securities and Commodities Authority where applicable), and compliance with the necessary publication and disclosure requirements. For regional groups and multinationals, this creates a powerful tool to realign licensing, tax, governance, and operational structures without the need for liquidation or reincorporation. Practical Implications for Companies The 2025 amendments reflect a deliberate shift toward a more adaptable, investor-friendly regime that builds on the UAE’s strengths in regulatory clarity. The ability to issue multiple share classes, embed drag-along and tag-along rights, structure thoughtful succession mechanisms, conduct private placements, and re-domicile across jurisdictions will simplify corporate life cycles and support more sophisticated capital formation. Companies operating across the mainland–free zone divide will benefit from clearer rules, while mission-driven organisations will finally have a fit-for-purpose legal vehicle for non-profit activities. The net effect is enhanced certainty for transactions and governance, fewer structural workarounds, and closer alignment with international practices. The UAE continues to position itself as a jurisdiction capable of hosting complex cross-border operations while maintaining the stability that underpins long-term investment and growth. Authors: Suzanne Hashem, Legal Director and Khaled Abu Orabi, Senior Associate