Can a company with no DIFC connection use the DIFC Courts?

–Yes, if the parties agree in writing to DIFC Courts jurisdiction in specific, clear and express terms

Article 14(B) of Dubai Law No. 2 of 2025 Concerning the DIFC Courts allows the DIFC Courts to hear civil and commercial claims where the parties expressly agree in writing to their jurisdiction. The parties may make that agreement before or after the dispute arises. Neither party needs to be registered in the DIFC, and the contract does not need to be performed there. The right to opt in has existed since Dubai Law No. 16 of 2011 amended the original Judicial Authority Law, and the 2025 law keeps it.

• The clause must name the court. Article 14(B) requires “specific, clear and express provisions”, so a clause that refers only to “the courts of Dubai” gives the other side grounds to argue for the onshore courts.
• Proceedings are in English. Article 7 of the 2025 law makes English the official language of the DIFC Courts, and the judges follow common law procedure.
• Dubai Courts enforce against onshore assets. Under Article 32, a final DIFC judgment is executed against assets outside the DIFC by the Dubai Courts, with an official Arabic translation and the executory formula attached.
• Smaller claims have their own route. The DIFC Courts’ Small Claims Tribunal hears claims up to AED 500,000 between companies based anywhere, provided both parties agreed to it in writing.
• Opt-in cases are a large share. In the first half of 2026, 243 of the 810 cases filed at the DIFC Courts relied on an opt-in agreement, according to the Emirates News Agency.
• One tribunal settles jurisdiction fights. Where the DIFC Courts and the Dubai Courts disagree on which of them should hear a case, the Conflicts of Jurisdiction Tribunal decides, and its decision is final.

Who this applies to

This applies to general counsel, finance directors and founders of mainland and free zone companies that sign high-value contracts with foreign or regional counterparties. It concerns contractors and developers on construction projects and traders and shipping companies in maritime and logistics. It also concerns suppliers and service providers in the energy sector, and technology companies that license software across borders. Foreign companies that trade with UAE businesses and want a court that works in English, with procedure their own lawyers recognise, are in the same position.

Our litigation lawyers in Dubai advise companies on whether a DIFC Courts clause suits a particular contract and act for them in proceedings before the DIFC Courts. The choice of court is separate from the choice of governing law, which is the law that decides the substance of the contract. Our article on English-law clauses in UAE contracts after the DIFC reforms covers that second decision.

The legal framework

• Dubai Law No. 2 of 2025 Concerning the DIFC Courts. Issued on 3 March 2025, it replaced the earlier DIFC Courts laws and governs the courts’ jurisdiction, including the opt-in route in Article 14(B) and onshore enforcement in Article 32.
• Article 14(C) of the same law. It allows the DIFC Courts to decline a claim where the parties agreed in writing to another court. It also allows them to decline a dispute that another court has already decided in a judgment enforceable in the DIFC.
• Article 15 of the same law. It gives the DIFC Courts power to grant interim and precautionary measures, including orders requiring a defendant to disclose its assets.
• Decree No. 29 of 2024. This decree created the tribunal that decides which court hears a case when the DIFC Courts and another Dubai judicial body disagree.
• DIFC Courts Practice Direction No. 1 of 2015. This practice direction contains the courts’ suggested wording for exclusive and non-exclusive opt-in clauses, agreed before or after a dispute.

The supervising courts:

• The DIFC Courts. The Courts of First Instance, the Court of Appeal, the Small Claims Tribunal and specialist divisions such as the Digital Economy Court all hear opt-in claims.
• The Dubai Courts. They execute DIFC judgments against assets outside the DIFC on a written request from the DIFC Courts.
• The Conflicts of Jurisdiction Tribunal. Chaired by the Chief Justice of the Dubai Court of Cassation, with judges from both court systems, it settles disputes about jurisdiction and conflicting judgments.

What the opt-in rule requires

Article 14(B) of Dubai Law No. 2 of 2025 gives the DIFC Courts jurisdiction over civil and commercial claims where the parties expressly agree in writing, through specific, clear and express provisions. Each part of that test has a practical consequence for the person drafting the contract.

The agreement must be in writing

A clause in the main contract satisfies the requirement, and so does a separate submission agreement signed once a dispute has started. An oral understanding does not. Nor does the fact that the same parties used the DIFC Courts for an earlier dispute, because Article 14(B) asks for a written agreement covering the claim in question.

The wording must be specific

The clause should name the Dubai International Financial Centre Courts in full. Before 2025, parties litigated whether a clause referring to “the courts of Dubai” included the DIFC Courts, since the DIFC Courts are themselves courts of the Emirate of Dubai. The 2025 law keeps the requirement for express wording. A loose reference therefore gives a defendant an argument to move the case to the onshore Dubai Courts, and that argument costs time even when it fails.

Exclusive or non-exclusive jurisdiction

Practice Direction No. 1 of 2015 offers three forms of clause. The first gives the DIFC Courts exclusive jurisdiction, agreed before any dispute arises. The second gives them non-exclusive jurisdiction, so either party may also sue in another court, and both parties waive any objection that another court would be more convenient. The third is an exclusive agreement signed after a dispute has arisen.

An exclusive clause gives more certainty about where the case will be heard. A non-exclusive clause suits a party that may need to sue the other side where its assets are, for example in its home country. Under Article 14(C)(1), the DIFC Courts may decline a claim where the parties also agreed in writing to another court, so the two choices should be consistent.

Agreeing after the dispute starts

Parties can agree to the DIFC Courts after the dispute arises. Two companies with an onshore contract and no jurisdiction clause can therefore move their case to the DIFC Courts by signing a submission agreement. Both parties must sign it, so this route depends on the other side’s cooperation.

Why companies choose the DIFC Courts over the onshore courts

The DIFC Courts differ from the onshore Dubai Courts in language, procedure and the tools available to a claimant. Article 7 of Dubai Law No. 2 of 2025 makes English the official language, so contracts, correspondence and witness evidence in English do not need translation for the hearing.

The judges come from common law backgrounds and follow the Rules of the DIFC Courts. Those rules allow a party to ask for documents held by the other side, to cross-examine witnesses, and to apply for immediate judgment where the defence has no real prospect of succeeding. Under the same rules, the court generally orders the losing party to pay a large part of the winner’s legal costs.

Article 15 gives the DIFC Courts power to grant interim measures, including freezing orders and orders requiring a defendant to disclose its assets. Article 18 makes judgments of the DIFC Court of Appeal final and conclusive, which limits the number of appeal stages compared with the onshore system. Article 13 also establishes a Mediation Centre within the DIFC Courts, and Article 30(B)(4) makes a settlement approved by that centre enforceable in the same way as a judgment.

Disputes the opt-in route does not suit

Article 14(B) covers civil and commercial matters, so an opt-in clause does not suit every dispute a company may face. Some claims follow mandatory procedures that a contract clause cannot change, and others gain little from the DIFC Courts because of where the assets are.

Onshore employment disputes

Disputes between a mainland employer and its employees follow the complaint procedure under Federal Decree-Law No. 33 of 2021, which starts with the Ministry of Human Resources and Emiratisation. An onshore employment contract should not rely on a DIFC Courts clause. The DIFC Courts hear employment claims where the employer is a DIFC establishment, under Article 14(A)(1).

Dubai tenancy disputes

Disputes between landlords and tenants of property in Dubai go to the Rental Disputes Center. A company should not assume that a DIFC Courts clause in a lease of onshore property will move the dispute away from that centre. Our article on commercial lease disputes in Dubai covers that procedure.

Low-value claims against onshore-only debtors

Where the debtor has no assets outside onshore Dubai and the claim is modest, the extra enforcement step through the Dubai Courts adds translation costs, fees and time. For claims up to AED 500,000, the Small Claims Tribunal reduces that cost, but only where both parties agreed to it in writing.

How a DIFC judgment is enforced against onshore assets

Under Article 32(A) of Dubai Law No. 2 of 2025, where the assets are outside the DIFC, the DIFC Courts ask the Dubai Courts to enforce the judgment. The creditor needs the following, in this order:

• A judgment that is final and executory.
• An official translation of the judgment into Arabic.
• The executory formula affixed to the judgment by the DIFC Courts.
• An official letter from the DIFC Courts asking the Dubai Courts to enforce it.
• Payment of the enforcement fees set by the Dubai Courts.

Our article on enforcing a DIFC judgment in mainland Dubai covers each step and the timeline in detail. Where the assets are in another emirate or outside the UAE, the creditor should confirm the route before filing, because Article 32 addresses enforcement through the Dubai Courts only.

A company that did not opt in cannot count on the DIFC Courts as a route to onshore assets. Decisions of the Conflicts of Jurisdiction Tribunal have limited that use where the dispute has no DIFC connection and no agreement to DIFC jurisdiction. Our article on DIFC conduit enforcement against onshore Dubai assets explains how that affects arbitral awards.

What happens if the other side challenges jurisdiction

Under Article 4 of Decree No. 29 of 2024, the Conflicts of Jurisdiction Tribunal decides which court hears a case where both the DIFC Courts and another Dubai court accept jurisdiction, or where both decline it. The tribunal also decides which judgment is enforced where the two court systems issue conflicting judgments between the same parties on the same subject.

Under Article 7, an application to the tribunal stays the proceedings on the disputed claim and any enforcement. It also suspends limitation periods from the date of filing. Article 8 requires a security deposit of AED 3,000 with the application. Under Article 9, the tribunal’s decision is final and cannot be appealed, and the legal rules it applies bind all Dubai courts, including the DIFC Courts.

In practice, a defendant facing a DIFC claim can apply to the tribunal and pause the case while the tribunal decides. A clause that names the DIFC Courts in clear terms gives the defendant little to argue. A vague clause gives it a real chance to delay the claim and push it into the onshore courts.

Common mistakes in DIFC Courts clauses

Referring to the courts of Dubai. A clause that names “the courts of Dubai” or “the competent courts in Dubai” does not meet the express wording that Article 14(B) requires. The defendant can argue that the parties meant the onshore Dubai Courts.

Choosing arbitration and the DIFC Courts together. A clause that sends disputes to arbitration and also to the DIFC Courts, without saying which applies to what, invites a challenge to both. Where the parties want arbitration, the DIFC Courts’ role is to support it, for example through interim measures, as our article on interim measures in UAE arbitration explains.

Using a one-sided clause without advice. An asymmetric clause lets one party sue in any court while the other may sue only in the DIFC Courts. Onshore courts may treat that imbalance with suspicion at the enforcement stage.

Leaving related contracts out. A parent company guarantee, a side letter or a subcontract without the same clause can send part of one dispute to a different court. The creditor may then fight two cases on the same facts.

Confusing jurisdiction with governing law. Choosing the DIFC Courts does not choose DIFC law or English law. The contract needs a separate governing law clause, and the DIFC Courts will apply whatever law that clause names.

What companies should do next

• Review your standard contracts. Check whether each template names a court, and whether that court suits your counterparties and the location of their assets.
• Use the courts’ suggested wording. The clauses in Practice Direction No. 1 of 2015 reduce the room for argument about what the parties meant.
• Decide between exclusive and non-exclusive. Choose exclusive jurisdiction for certainty, or non-exclusive jurisdiction where you may need to sue the counterparty abroad.
• Map the counterparty’s assets. Where the assets are onshore, build the Article 32 enforcement step into your timing and budget.
• Align the related documents. Put the same jurisdiction clause into guarantees, subcontracts and side letters, so one dispute stays in one court.
• Propose a submission agreement where the contract is silent. If a dispute has started and no court is named, both parties can still agree in writing to the DIFC Courts.

Should your company opt into the DIFC Courts for contracts with no DIFC connection?

For high-value commercial contracts with foreign counterparties, opting into the DIFC Courts is a sound choice where both sides want English-language proceedings, common law procedure and a single appeal. Article 14(B) of Dubai Law No. 2 of 2025 allows it without any DIFC presence, provided both parties agree in writing.

The main risk is weak wording. A clause that does not name the DIFC Courts in specific, clear and express terms gives the other side grounds to apply to the Conflicts of Jurisdiction Tribunal. The tribunal then stays the claim while it decides.

The commercial consequence is delay at the point where a creditor most needs speed. A stayed claim cannot produce a judgment, and an unenforced judgment does not recover money. A clause drafted with the courts’ own wording, consistent across every related contract, removes most of that risk before any dispute begins.

For companies deciding where their contract disputes will be heard, our dispute resolution team advises on DIFC Courts jurisdiction clauses, claims before the DIFC Courts, and enforcement of DIFC judgments in onshore Dubai.

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