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In Dubai and Riyadh, real estate is not just property — it is the intersection of regulatory frameworks, off-plan consumer protection, strata law, and investment structures that are each individually complex and collectively unpredictable.
Dubai recorded 180,900 property transactions worth AED 522.1 billion in 2024 — a record — while Saudi Arabia's off-plan market expanded rapidly under Wafi, with Riyadh alone accounting for SAR 75 billion in residential transactions.
RERA's escrow account requirements have been tightened: developers must demonstrate project viability and maintain escrow compliance throughout the construction period. The 2023 RERA circular on delayed projects introduced new obligations for developers to notify buyers of delays and provide updated completion timelines. Off-plan buyers now have clearer termination rights, but developers also have stronger tools for deposit forfeiture against defaulting buyers.
The 2023 amendments to Dubai Strata Law No. 6 of 2019 strengthened owners' association powers, introduced mandatory reserve fund requirements, and increased developer obligations during the transition period between developer control and owners' association governance. Community management disputes — service charges, common area defects, and governance conflicts — are the fastest-growing category of RERA complaints.
Foreign ownership restrictions (designated freehold areas in UAE, specific areas in Saudi Arabia under MISA rules), beneficial ownership disclosure requirements, and the interaction between property law and corporate law create structuring complexity that single-jurisdiction advice cannot resolve. SPV structures that are tax-efficient may fail beneficial ownership disclosure requirements; structures that satisfy disclosure may create unintended tax exposure.
REGA regulates all real estate activities in Saudi Arabia. The Wafi programme regulates off-plan sales with escrow requirements, developer qualification standards, and project registration obligations that are broadly similar to Dubai's RERA framework but with Saudi-specific differences in escrow release milestones, buyer termination rights, and developer disclosure obligations. Cross-border developers need separate compliance programmes for each market.
What's at stake
A RERA escrow compliance failure does not result in a warning — it can result in project suspension, which freezes construction, buyer deposits, and the developer's ability to market or sell remaining units.
An owners' association dispute over building defects that cascades into a service charge boycott and a legal challenge to the developer's transition governance can paralyse a community of 500+ units for years.
A Wafi compliance finding in Saudi Arabia triggers a stop-work order on off-plan sales until the developer demonstrates full compliance — freezing revenue on projects that may have active construction financing.
A UAE SPV beneficial ownership disclosure failure can result in administrative penalties and inability to transact on the property until the disclosure is corrected — effectively freezing the asset.
Industry challenges
These are the issues that keep decision-makers in your industry awake at night. We hear them every week — and we know how to fix them.
RERA determined that your project's escrow account is not compliant with the current requirements — either because construction milestones were not met on the required timeline, the escrow agent flagged irregularities in disbursement requests, or the project's registered budget is inconsistent with actual construction costs. RERA has restricted access to the escrow account pending review, freezing the funds needed to continue construction.
Construction halted due to frozen funds. Subcontractors unpaid and threatening to demobilise. Buyer complaints escalating to RERA, which may trigger additional regulatory scrutiny. The project timeline slips by 3–6 months minimum while the escrow compliance issue is resolved — and each month of delay increases the total project cost by 2–3%.
Building defects affecting common areas were identified during the transition from developer management to owners' association governance. The owners' association claimed the defects are the developer's responsibility under the defect liability period. The developer disputed the scope and cause. Owners began withholding service charges in protest. The community management company cannot maintain common areas without service charge revenue. Individual owners are now filing RERA complaints about maintenance failures.
Cascading failure: defect dispute leads to service charge boycott, which leads to maintenance failure, which leads to individual complaints, which leads to property value decline. A community of 400 units with an average value of AED 2 million can experience a collective value decline of AED 40–80 million (5–10%) during a protracted governance dispute.
REGA's Wafi programme conducted an audit and determined that your off-plan sales in Saudi Arabia did not fully comply with the programme's requirements — either the project registration was incomplete, the escrow arrangements were not established in the prescribed form, or the buyer contracts did not include the mandatory Wafi disclosures. REGA has issued a stop-work order on off-plan sales.
All off-plan sales activity suspended. Marketing and sales offices closed pending compliance. Revenue frozen on a project with active construction financing that continues to accrue interest. Buyer confidence damaged. Compliance remediation typically takes 2–4 months, during which the developer cannot generate new sales revenue.
The Economic Substance Regulations and the 2023 amendments to the Commercial Companies Law require transparent beneficial ownership disclosure for SPVs holding UAE real estate. The disclosure filed for your investment SPV is incomplete or inconsistent with the actual ownership structure — often because the structure involves multiple layers of holding companies across jurisdictions.
Administrative penalties and inability to transact on the property until the disclosure is corrected. If the property is being sold, completion is blocked until the beneficial ownership is properly disclosed. Buyer due diligence on the SPV reveals the disclosure gap, which reduces the price the buyer is willing to pay or causes the transaction to collapse entirely.
Don't let these problems compound.
Let's solve them together.
We advise developers on the full development cycle: land acquisition due diligence (title verification, zoning confirmation, encumbrance searches), RERA/REGA project registration, escrow account establishment and compliance, off-plan SPA drafting (compliant with RERA/Wafi requirements), construction contract coordination, and handover procedures. Our development practice addresses the regulatory requirements at each stage of the project — before the deadline for compliance has passed.
We design real estate investment structures — SPVs, joint ventures, fund vehicles (including DIFC/ADGM real estate investment trusts), and sale-leaseback arrangements — that satisfy foreign ownership restrictions, beneficial ownership disclosure requirements, economic substance regulations, and the tax efficiency objectives of the investor. Our structuring addresses both the acquisition and the exit, ensuring the structure that is efficient to buy is also efficient to sell.
We handle off-plan disputes (delay claims, specification claims, deposit forfeiture, SPA termination), strata and community management disputes (service charge disputes, common area defect claims, governance challenges), landlord-tenant disputes (RERA rental disputes committee proceedings), and construction defect claims (hidden defect claims under Article 880 of the UAE Civil Code). We represent both developers and buyers/investors depending on the engagement.
We advise on commercial lease negotiation (office, retail, industrial, and logistics), sale and leaseback transactions, build-to-suit arrangements, and the specific requirements of commercial real estate transactions in Saudi Arabia's evolving market (including the white land tax and its impact on commercial development decisions). Our commercial practice covers both the real estate transaction and the corporate structuring required to hold and operate the asset.
The immediate step is to identify the specific compliance gap RERA identified and prepare a remediation plan. RERA's escrow restrictions are typically lifted once the developer demonstrates compliance with the specific requirement that triggered the restriction. The remediation plan should address the root cause (budget discrepancy, milestone delay, or documentation gap) and provide a realistic timeline for correction. We prepare the submission to RERA and manage the dialogue to restore access as quickly as possible.
The traditional answer was no — foreign nationals could only acquire freehold property in designated areas. However, recent developments (including the expansion of designated areas and the introduction of long-term leasehold arrangements in some non-designated areas) have created more options. Each area has its own designation status, and the rules for usufruct and leasehold rights differ from freehold. We map the available ownership options against the investor's objectives and the specific property location.
No. Dubai and Saudi Arabia have different foreign ownership rules, different escrow requirements, different off-plan sales regulations, and different corporate structures for development companies. You need a UAE development entity (with RERA registration) and a Saudi entity (with REGA/Wafi registration). The entities can share ultimate beneficial ownership, but the operational and regulatory structures must be separate. We design parallel structures that maintain group efficiency while complying with each jurisdiction's requirements.
The owners' association's powers during the transition period are defined by the Strata Law and the building's master community declaration. If the OA is withholding completion based on legitimate defect claims, the developer's obligation is to remedy the defects within the defect liability period. If the OA is exceeding its powers, the developer can challenge the OA's actions through RERA's strata dispute mechanism. The resolution depends on whether the defect claims are substantiated and whether the OA has followed the correct procedural steps.
Saudi Arabia's white land tax (imposed under Royal Decree M/4 of 2016) levies an annual 2.5% tax on undeveloped land within designated urban areas. The tax is designed to incentivise development and discourage land banking. For commercial developers, the tax creates a holding cost that accelerates development timelines — land acquired for future development now carries an annual cost that compounds until construction begins. The tax applies to all vacant designated land regardless of the owner's development intentions.
GSDA resolved a RERA escrow dispute that had frozen AED 180 million of project funds. They restored access in 6 weeks when our previous lawyers had made no progress in 4 months. The project is now back on schedule.
CEO — Dubai Real Estate Developer
Insights
The GSDA advantage
RERA and REGA regulatory compliance expertise — we advise on the rules before they become enforcement actions.
Combined real estate and corporate structuring capability for investment SPVs and joint ventures across UAE, Saudi Arabia, and France.
Off-plan dispute resolution experience on both the developer and buyer side — we understand both perspectives.
Strata and community management advisory that addresses the governance, defect, and service charge issues together rather than in isolation.
Cross-border investment structuring between GCC and France for investors acquiring property in both markets.
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