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Property acquisition and disposal, developer-buyer sales and purchase agreements, RERA/DLD compliance, off-plan escrow regulation, UAE Article 880 decennial liability, French immobilier and the garantie décennale, investment structures for real estate ownership.
The land register is the beginning and end of real estate ownership. What is not registered does not exist. What is incorrectly registered costs more to fix than the transaction was worth. And the developer who has not fully understood the escrow release mechanism is not selling apartments — it is selling cash flow from accounts it cannot fully control..
The developer who has not fully understood the escrow release mechanism is not selling apartments. It is selling cash flow from accounts it cannot fully control — and the regulatory consequence of an improper drawdown is not a fine. It is a RERA stop-notice that halts the entire project.
Real estate is the asset class where legal structuring has the most direct impact on financial returns. Transfer costs, holding vehicle design, tax treatment, escrow compliance, strata governance, and foreign ownership restrictions all sit between the investor and the yield — and in cross-border transactions, these layers multiply. The investors and developers who treat real estate legal work as a transaction cost consistently discover that the legal structure underneath the asset is what determines whether it performs.
Dubai Law No. 13 of 2008 (amended by Law No. 9 of 2009) — the off-plan sales law — requires developers to deposit all buyer payments into RERA-approved escrow accounts. Escrow funds can only be released upon certified construction milestones, and the specific conditions for release are more restrictive than most developers assume. Improper drawdown triggers RERA enforcement, including project stop-notices and potential criminal liability for the developer's directors.
UAE Federal Law No. 19 of 2005 on Real Estate establishes the strata title framework — but the disputes between unit owners' associations and master developers over service charges, common area maintenance, and developer entrenchment are among the most frequently litigated real estate matters in Dubai. The developer who retains control of the OA board through unsold unit proxy votes faces increasing regulatory scrutiny.
Saudi Real Estate General Authority (REGA) regulations on pre-sale contracts under the Wafi programme require a guaranteed completion structure (kafalah) from an approved guarantor before any off-plan sales. The recently introduced real estate price disclosure requirements make non-disclosure a criminal offence — a change from the previous regime where pricing opacity was standard market practice.
French vente en l'état futur d'achèvement (VEFA) — the mandatory off-plan sale framework — requires every developer to obtain a garantie d'achèvement (completion guarantee) from a bank or insurer before selling any unit. No equivalent of this mandatory guarantee exists in most GCC jurisdictions — GCC off-plan buyers are relying on escrow protection and developer financial capacity, not third-party completion guarantees.
UAE Article 880 of the Civil Code creates decennial liability — architects and contractors are jointly and severally liable for structural defects for 10 years from handover. A real estate developer who has sold units is exposed to buyer claims even after the sale, because the buyer can pursue the developer as the building owner at the time of completion. The 10-year window runs from handover, not from sale.
The RERA standard SPA for off-plan sales in Dubai has undergone several revisions — using an outdated version creates registration problems at DLD and may not comply with current consumer protection requirements for real estate marketing. Developers who use non-standard or pre-revision SPAs risk RERA enforcement and buyer claims.
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The challenges you face
Every day we hear these concerns from CEOs, CFOs and general counsel across the GCC and Europe. If any of these sound familiar, you're not alone — and we can help.
A developer selling off-plan units in Dubai discovers that the escrow release schedule approved by RERA requires 20% construction completion before any escrow funds can be released. The project's payment plan — designed by the sales team without legal input — collected 40% of the purchase price at booking and within the first three instalments. The developer cannot access the funds in the escrow account because the construction milestones have not been reached. The project cannot proceed without bridge financing that the developer did not plan for and that the project's financial model did not account for.
The developer has sold units and collected payments it cannot access. Construction cannot proceed without external bridge financing at rates that destroy the project's margin. RERA is monitoring the escrow account and any attempt to access funds before the milestone threshold will trigger enforcement action. The sales team's payment plan — which was designed to maximise early cash collection — has created a liquidity crisis that the escrow framework was specifically designed to prevent.
A foreign investor acquires a Dubai freehold apartment as an investment — and discovers post-acquisition that the building is subject to a service charge dispute between the owners' association and the master developer. The service charge has been in dispute for two years. The arrears attached to the unit at the time of acquisition — which were not disclosed during the sale process — are now the new owner's liability under the strata title framework. The DLD transfer was completed without a service charge clearance certificate from the OA.
The investor inherits service charge arrears that may exceed one year's rental income from the property. The OA can restrict the investor's voting rights and access to common facilities until the arrears are settled. Resale of the property requires a service charge clearance certificate that the OA will not issue until the arrears are paid. The investor's acquisition due diligence did not include a service charge status inquiry — a step that would have identified the liability before the transfer was registered.
A Saudi real estate developer offers Wafi-registered pre-sale units for a residential project — without realising that the Wafi registration requires a guaranteed completion structure (kafalah) from an approved guarantor. The sales campaign has already commenced, marketing materials have been distributed, and early reservations have been taken. REGA enforcement has issued a stop-notice requiring immediate cessation of all sales activities until the kafalah is obtained from an approved bank or insurer.
All sales must cease immediately. Reservations already taken may need to be unwound with deposits returned. The delay in obtaining the kafalah — which requires the guarantor to assess the project's financial viability and construction feasibility — typically takes 2–4 months. The developer's reputation in the Saudi market is damaged by the REGA enforcement action, which is a matter of public record. The cost of the kafalah itself (typically 1.5–3% of the project value) was not included in the project budget.
A French real estate developer sells VEFA (vente en l'état futur d'achèvement) units without first obtaining the mandatory garantie d'achèvement (completion guarantee) from a bank or insurer, as required by Article L. 261-10-1 of the French Construction and Housing Code. The developer assumed the guarantee could be obtained after sales commenced. The sales contracts are void by operation of law — every buyer has the right to rescind the contract and recover their deposit with interest. The developer also faces administrative sanctions from the préfecture.
All VEFA sales contracts executed without the garantie d'achèvement are automatically void. Every buyer can demand rescission and full deposit refund with statutory interest. The developer's construction financing — which was predicated on pre-sales revenue — is jeopardised because the pre-sales no longer exist. The préfecture's administrative sanction affects the developer's ability to obtain future building permits. The cost of obtaining the guarantee before selling would have been a fraction of the remediation cost.
A cross-border investor acquires commercial real estate in the UAE through a UAE SPV — and discovers that the SPV structure triggers beneficial ownership disclosure requirements under Cabinet Decision No. 58 of 2020 (the UAE Ultimate Beneficial Owner register). The investor has not filed the required UBO declaration with the Ministry of Economy. Non-disclosure creates criminal liability for the investor, administrative liability for the SPV's directors, and — most immediately — a block on the SPV's ability to register any future real estate transactions with the DLD.
The SPV cannot register any new property acquisitions, disposals, or mortgage registrations until the UBO register is updated and the Ministry of Economy is satisfied with compliance. Fines of up to AED 100,000 per entity apply for non-compliance. The investor's other UAE entities may also be audited for UBO compliance. Bank account renewals for the SPV may be blocked pending UBO clearance. The investor's entire UAE real estate portfolio is effectively frozen until a compliance issue that should have been addressed at formation is resolved.
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We manage the legal aspects of property acquisitions and disposals across Dubai, Abu Dhabi, Saudi Arabia, and France — title due diligence, SPA review and negotiation, DLD/ADM/Saudi Land Registry registration, holding vehicle structuring for tax and succession efficiency, financing coordination, and completion mechanics. For portfolio transactions, we structure the acquisition to minimise transfer costs (DLD 4%, Saudi RETT 5%, French droits de mutation 5.8%+) through share deal structuring where the regulatory and commercial framework permits.
We advise developers on the regulatory framework for off-plan sales: RERA escrow account structuring and milestone-based release conditions in Dubai, Abu Dhabi ADM regulations, Saudi Wafi programme pre-sale requirements and the kafalah (completion guarantee) obligation, and French VEFA compliance including the mandatory garantie d'achèvement. We draft and review developer SPAs, manage RERA/OQOOD project registration, and advise on the interaction between the off-plan regulatory framework and the developer's construction financing arrangements.
We design holding structures for real estate ownership — UAE mainland LLCs, free zone companies, DIFC/ADGM vehicles, French SCI structures — with specific attention to beneficial ownership compliance under the UAE UBO register (Cabinet Decision No. 58 of 2020), CRS/FATCA reporting obligations, REIT structuring under SCA and CMA regulations (80% distribution requirement in UAE, 90% in Saudi Arabia), and the tax treaty networks that determine the effective tax rate on cross-border real estate investment income and capital gains.
We represent landlords, tenants, developers, and purchasers in real estate disputes: RERA complaints and DLD arbitration in Dubai, Abu Dhabi rental disputes, DIFC Courts proceedings, developer-buyer disputes over specifications, delays, and SPA enforcement, construction defect claims under UAE Article 880 decennial liability, service charge challenges before the owners' association and the relevant tribunal, and French tribunal proceedings for bail commercial disputes, garantie décennale claims, and syndic (co-ownership management) disputes.
We advise on French real estate transactions: VEFA compliance for off-plan sales, bail commercial for commercial leases (including the statutory 3-6-9 year framework and the tenant's right to renewal), garantie décennale (10-year structural liability) claims against contractors and architects, syndic disputes in co-owned buildings, permis de construire (building permit) applications and appeals, and the interaction between French real estate tax (droits de mutation, plus-values immobilières, IFI wealth tax on real estate assets) and the investor's overall cross-border tax position.
Under Dubai Law No. 13 of 2008 (as amended) and RERA implementing regulations, developers can access escrow funds only upon certified construction milestones — typically starting at 20% completion for the first release, with subsequent releases tied to further construction progress. The specific release schedule is project-specific and must be approved by RERA. The developer must submit engineer-certified completion reports to the escrow agent, and the escrow agent must verify the milestone before releasing funds. Developers cannot access any escrow funds before the minimum milestone threshold, regardless of how much has been collected from buyers. Payment plans that collect large upfront sums (40%+ at booking) create a liquidity mismatch that must be addressed through bridge financing arrangements. RERA monitors escrow accounts and can freeze a developer's account for non-compliance with release conditions.
Article 880 of the UAE Civil Code creates a 10-year liability (decennial liability) for architects and contractors — they are jointly and severally liable for structural defects in the building for 10 years from the date of handover. This liability cannot be contractually excluded or reduced. The liability attaches to the building, not the contract — meaning that a developer who sold units years ago is still within the liability window if structural defects emerge. The 10-year period runs from the date of delivery of the works, not from the date of the sale. For a developer who completes a building in 2024 and sells all units by 2025, the decennial liability window extends to 2034. The developer remains liable to buyers even after sale, and can pursue the contractor and architect through back-to-back claims. The practical implication: development projects must maintain insurance coverage and contractor indemnities for the full 10-year window.
VEFA (vente en l’état futur d’achèvement — ‘sale in a future state of completion’) is the mandatory legal framework for all off-plan property sales in France, governed by Articles L. 261-1 to L. 261-22 of the French Construction and Housing Code. Any sale of a property before construction is complete must follow the VEFA framework — there is no alternative. The key requirement: before selling any unit, the developer must obtain a garantie d’achèvement (completion guarantee) from a bank or insurer, guaranteeing that the building will be completed even if the developer becomes insolvent. Sales contracts executed without the garantie d’achèvement are void by operation of law — buyers can rescind and recover their deposits with statutory interest. The buyer is also protected by the garantie des vices apparents (1-year defect warranty) and the garantie décennale (10-year structural warranty). No equivalent of the mandatory completion guarantee exists in most GCC jurisdictions.
Under Cabinet Decision No. 58 of 2020 (as amended), all UAE companies — including SPVs established for real estate ownership — must maintain and file a register of ultimate beneficial owners (UBOs) with the Ministry of Economy. The UBO is any natural person who owns 25% or more of the company’s shares, or who exercises effective control over the company regardless of shareholding percentage. The register must include the UBO’s identity, nationality, residency, and the nature and extent of their beneficial interest. Non-compliance carries fines of up to AED 100,000 per entity, and — more critically — the SPV’s ability to register future real estate transactions with the DLD may be blocked pending UBO compliance. Bank account renewals and new account openings also require verified UBO declarations. The UBO register must be updated within 15 days of any change in beneficial ownership.
Your rights depend on the jurisdiction and the escrow/guarantee protections in place. In Dubai, buyer payments should be held in a RERA-approved escrow account — if the developer enters liquidation, the escrow funds should be available for refund to buyers (after deducting payments already released for construction). RERA can appoint a replacement developer to complete the project using the remaining escrow funds. In practice, if the project is significantly advanced, RERA will usually seek to complete the project rather than refund buyers. In France, the mandatory garantie d’achèvement (completion guarantee) means the guarantor (bank or insurer) must fund completion of the building even if the developer becomes insolvent — this is the strongest buyer protection in any jurisdiction where we practise. In Saudi Arabia, Wafi-registered projects have the kafalah (completion guarantee) — but projects sold before Wafi registration requirements were enforced may have no third-party completion guarantee, leaving buyers as unsecured creditors in the developer’s liquidation.
GSDA handled the acquisition of a multi-property portfolio across Dubai and Abu Dhabi — conducting due diligence on title, strata, and regulatory compliance for each asset, structuring the holding vehicle for beneficial ownership compliance, and closing the transaction in eight weeks. They identified the service charge liability on two properties that our previous advisors had missed.
Investment Director — Gulf Real Estate Private Equity Fund
The GSDA advantage
We advise on both sides of real estate transactions — developers and institutional investors — across Dubai, Abu Dhabi, Saudi Arabia, and France. That dual perspective means we identify the risks and opportunities in each transaction that single-perspective advisors miss, and we structure protections that reflect how the other side will negotiate.
Our real estate practice integrates the construction, banking, and regulatory capabilities that complex transactions require. A development project involves land acquisition, planning, escrow structuring, EPC procurement, project finance, and defect liability management — disciplines that we deliver as a single advisory relationship, not six separate engagements.
We have particular depth in the off-plan regulatory frameworks across all our jurisdictions — RERA escrow in Dubai, Wafi in Saudi Arabia, VEFA in France — and we advise developers on the escrow release conditions, completion guarantee requirements, and buyer protection obligations that are specific to each jurisdiction's framework.
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Our real estate law team operates from offices in France, the Gulf, and North Africa — ensuring local expertise wherever your business needs it.
Saudi Arabia Practice
Five offices across the Kingdom — Riyadh, Jeddah, Dammam, Makkah & Madinah — serving Vision 2030 giga-projects, MISA-licensed foreign investors, and international contractors.
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Key legal terms for real estate law