Federal Decree-Law No. 25 of 2025 replaced the 1985 Civil Transactions Law on 1 June 2026. One of its changes restructured the framework for agency. A general power of attorney now authorises acts of management and preservation. Sales, mortgages, settlements, and comparable disposals require a special agency that identifies the act being authorised. Corporate powers of attorney signed before that date were drafted against the old code. Many grant sweeping authority in general terms, without naming the disposals the holder is expected to execute.
The exposure sits with documents already in circulation. A broadly worded instrument issued to a country manager in 2023 may no longer carry the transaction the board assumes it carries. For corporate lawyers in Dubai, the review question is whether the instrument names the act. Breadth of drafting does not substitute for specificity.
What changed for agency on 1 June 2026
The new Civil Transactions Law repealed Federal Law No. 5 of 1985 in full. It preserves the core of the old code while tightening several areas where the 1985 drafting had drifted from commercial practice.
On agency, the position is now more structured. A general agency covers management and preservation of the principal's affairs. Acts that dispose of rights sit outside it. Greenberg Traurig's analysis of the new law records that sales, mortgages, and settlements all now require a special agency. Existing authority documents may no longer cover the acts they were issued for.
The change does not invalidate powers of attorney signed before 1 June 2026. It changes how a notary, a registrar, or a court reads them when the holder tries to use them. The transitional position under the new code generally leaves pre-existing relationships governed by the old law, but the practical test happens at the counter. A registrar who is not satisfied that the instrument authorises the specific act will refuse to register the transaction.
Who signs a corporate power of attorney
A company cannot grant authority through whoever happens to be available. The person who signs must already hold the power to bind the company. That authority comes from the trade licence, the memorandum of association, or a board or shareholder resolution appointing the signatory.
Notaries verify this before they act. They will request the trade licence, the constitutional documents, and identification for both the signatory and the person receiving the authority. Where the signing power is not clear from the licence or the memorandum, a notarised board resolution is required first. A notary who cannot trace the signing authority to a constitutional document will decline to notarise.
A power of attorney granted by a person who lacked authority to grant it is vulnerable. The defect travels to every act done under it. The exposure runs to the individual as well as the company. Our guide to director personal liability for corporate debt in the UAE covers where that personal exposure begins.
Which acts require special authority
Two separate rules operate here, and companies often satisfy one while missing the other. The Civil Transactions Law governs the agency itself. The Civil Procedure Law governs what an agent can do inside litigation.
Article 58(2) of the Civil Procedure Law reserves a list of acts to special authority. The list covers admissions, waiver of an alleged right, settlement, and submission to arbitration. It also covers abandonment of proceedings, waiver of a judgment or a route of appeal, and lifting of an attachment. A general litigation power of attorney does not reach any of them.
Arbitration is where this causes the most damage. In Case No. 922 of 2020, the Abu Dhabi Court of Cassation held that an arbitration agreement was void. The representative who signed the subcontracts lacked express authority to bind the principal to arbitration. The contracts stood. The arbitration agreements inside them did not. A later power of attorney granting that authority failed to cure the defect retrospectively.
A signatory can hold valid authority to sign a contract and still lack authority to bind the company to the dispute resolution clause inside it. Our UAE arbitration clause checklist covers the drafting side of the same problem.
The table below sets out where each category of act now sits.
Notarisation, language, and the issuing emirate
A corporate power of attorney takes effect in the UAE once a notary authenticates it. Dubai Courts licenses both public and private notaries. An instrument notarised by a licensed private notary carries the same standing as one executed before the courts' notary. Abu Dhabi handles the same function through the Abu Dhabi Judicial Department. The Ministry of Justice also operates a digital notarisation route for standard instrument types.
Arabic controls. Most notaries accept a bilingual document with Arabic and English in parallel columns. An English-only draft needs a certified Arabic translation prepared by a translator licensed by the Ministry of Justice. Where the Arabic and English diverge, the Arabic text governs, which makes translation review a legal step rather than an administrative one.
Financial free zones run separate systems. DIFC and ADGM operate their own notarial frameworks under common law. An instrument notarised inside those zones may still need onshore notarisation, or attestation, before a mainland bank, registrar, or court will accept it. Companies operating onshore and inside a financial free zone usually need two instruments.
Powers of attorney granted by a foreign parent
The UAE has not acceded to the Hague Apostille Convention, so an apostille alone does not make a foreign instrument usable here. The document travels through a legalisation chain instead.
The sequence runs as follows. A notary in the home jurisdiction executes the instrument. The foreign ministry of that country attests it. The UAE embassy or consulate in that country legalises it. The UAE Ministry of Foreign Affairs completes the final attestation once the document reaches the UAE. A licensed translator then produces the Arabic version. UAE missions treat any power of attorney with commercial content as a commercial document, which changes the fee band and the processing route.
Corporate groups underestimate the timeline. Two to four weeks is normal, and the chain runs longer where the home jurisdiction is slow at the foreign ministry stage. A closing date set without allowing for it is the most common cause of transaction delay involving a foreign corporate party. Our guide to share purchase agreement drafting in UAE M&A covers how this interacts with notarised share transfers. The manager appointment that a foreign parent must legalise the same way is covered in our guide to foreign company branch registration in the UAE.
Regulatory filings follow the same rule. A trademark application filed through an agent requires a legalised power of attorney. The trademark registration process in the UAE sets its own deadline for producing it.
Duration, scope, and revocation
Validity is not uniform. The notarising authority, the receiving authority, and the wording of the instrument each impose limits. Real estate is the strictest example. The Dubai Land Department applies a two-year limit to a power of attorney used for a sale. Banks and registrars apply their own currency requirements irrespective of what the document says. A power of attorney that is legally valid can still be refused for being too old.
The opposite risk is over-granting. Companies issue broad instruments to reduce friction, then find the holder can bind them to obligations the board never contemplated. An agent who exceeds the granted authority acts without power, and the act is unenforceable against the company unless the company ratifies it. Ratification is a live remedy, but it depends on the counterparty's willingness to wait.
Revocation requires the same formality as the grant. A company that decides to withdraw authority must register the revocation with the notary, and should notify banks, registrars, and counterparties directly. An instrument that remains uncancelled in the notary's database can still be presented and accepted. Departure of the holder from the business does not revoke it.
How should UAE companies review their corporate powers of attorney in 2026?
A corporate power of attorney is worth only what it names. Its value depends on whether the wording covers the acts the holder performs. The change to the agency framework on 1 June 2026 means that general wording no longer carries disposals. Companies with instruments issued before that date are holding documents drafted for a test that no longer applies.
The most time-sensitive gap is the transaction already in motion. Where a signing or a closing depends on an existing power of attorney, check the wording against the specific act before fixing the date. A foreign instrument cannot be replaced inside a fortnight. Arbitration exposure runs a close second, since a defect there surfaces years later when the tribunal's jurisdiction is challenged.
Our corporate lawyers in the UAE review, redraft, and legalise corporate authority documents for mainland, free zone, and foreign-parent companies.
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