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Full-lifecycle real estate legal counsel — from acquisition due diligence and development structuring through to asset management, hospitality agreements and REIT formation across Europe and the Middle East.
Real estate across the Middle East and France presents both extraordinary opportunity and extraordinary legal complexity. In the UAE alone, property investors must navigate freehold versus usufruct ownership (varying by emirate and designated zone), off-plan purchase regulations (RERA escrow requirements in Dubai, ADM regulations in Abu Dhabi), strata title governance, rental dispute resolution through specialised tribunals, and the commercial implications of DLD fees, municipality charges and service charge frameworks. In Saudi Arabia, the Vision 2030-driven development boom — NEOM, The Line, Diriyah Gate, Jeddah Tower, KAFD — has created a massive new market for foreign real estate investment, but ownership restrictions, evolving regulations and the absence of mature tenancy legislation create risks that require specialist navigation.
GSDA Legal Consultants advises developers, institutional investors, sovereign wealth funds, family offices, hospitality groups, REITs and financial institutions on the full spectrum of real estate transactions across France, the UAE, Saudi Arabia and the wider GCC. Our real estate practice covers property acquisitions and disposals (commercial, residential, industrial, mixed-use), development and construction (land acquisition, planning permissions, JDA structuring, EPC procurement), commercial and residential leasing, hotel and hospitality transactions (HMA negotiation, resort development, serviced apartment licensing), healthcare and education facility transactions, real estate finance (conventional and Islamic), REIT structuring, and real estate dispute resolution.
Our approach integrates the construction, banking, corporate and regulatory capabilities that complex real estate transactions require. We conduct rigorous title due diligence, manage DLD/ADM registration processes, structure holding vehicles for tax and succession efficiency, negotiate lease agreements that reflect market realities, and coordinate with notaires (France), property developers and government authorities to execute transactions seamlessly.
For international investors entering the Gulf real estate market, we provide the jurisdictional insight that prevents costly mistakes — advising on designated freehold areas, foreign ownership restrictions, escrow protections, developer due diligence, strata title governance and the enforcement landscape for rental disputes. For Gulf investors acquiring European property, we navigate French real estate taxation, SCI structures, cadastral registration and the commercial and regulatory frameworks governing hospitality and retail assets.
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The challenges you face
Foreign investors face varying ownership rights across the GCC — freehold only in designated areas in Dubai and Abu Dhabi, evolving regulations in Saudi Arabia, and restrictions in Qatar, Bahrain, Kuwait and Oman — creating structuring complexity that off-the-shelf investment vehicles cannot address.
Despite RERA escrow protections in Dubai, off-plan purchasers remain exposed to developer delays, specification changes, completion risk and the practical limitations of escrow enforcement — while Abu Dhabi, Saudi Arabia and other GCC jurisdictions offer varying degrees of buyer protection.
Mixed-use developments and towers with strata title governance frequently suffer from developer-controlled owners' associations, inflated service charges, inadequate maintenance, common area disputes and the difficulty of mobilising fragmented unit owners — issues that erode asset value and rental returns.
International hotel operators (Marriott, Hilton, Accor, IHG) negotiate HMAs from positions of significant bargaining power — imposing long terms (20-25 years), aggressive fee structures (base + incentive), weak performance tests, owner-funded FF&E reserves and brand standard obligations that reduce owner returns.
DLD transfer fees (4% in Dubai), Abu Dhabi registration fees, Saudi real estate transaction tax (5%), French property transfer taxes (droits de mutation at 5.8%+), and capital gains tax exposure create significant friction costs that must be structured around — particularly for portfolio transactions and REIT acquisitions.
Saudi Arabia's real estate regulatory framework is still evolving — with new rental regulations, strata title frameworks, REIT rules, foreign ownership liberalisation and the Sakani and Wafi programmes creating a rapidly changing environment where regulatory risk is as significant as commercial risk.
We manage the legal aspects of commercial, residential, industrial and mixed-use property transactions — due diligence, title verification, SPA negotiation, DLD/ADM/Saudi Land Registry registration, holding vehicle structuring, financing coordination and completion mechanics — across Dubai, Abu Dhabi, Saudi Arabia and France.
Working alongside our construction practice, we advise developers on land acquisition, planning and permitting, joint development agreements, EPC procurement, RERA/OQOOD compliance, off-plan sales documentation, project finance and defect liability management — covering the full development lifecycle from site acquisition to handover.
We draft and negotiate commercial leases (offices, retail, industrial, logistics), residential tenancies, build-to-suit arrangements, rent review mechanisms and lease renewals — complying with Dubai RERA Rental Index, Abu Dhabi tenancy regulations, Saudi rental frameworks and French bail commercial provisions.
We advise hotel owners, operators and investors on hotel management agreements (HMAs), franchise agreements, serviced apartment licensing, resort development, condotel structures and hospitality asset acquisitions — negotiating performance tests, fee structures, FF&E reserves, brand standard obligations and owner approval rights against international operators.
We structure real estate investment trusts (REITs) under UAE SCA regulations and Saudi CMA rules — covering fund establishment, regulatory licensing, portfolio acquisitions, distribution requirements (80% UAE / 90% Saudi), Sharia compliance, and the structuring of real estate private equity funds for institutional and family office investors.
We advise lenders and borrowers on real estate finance — conventional mortgage structures, Islamic finance (Ijara, Murabaha, Istisna'a), mezzanine financing, construction finance, REIT-level facilities and the security packages (mortgage registration, assignment of rental income, assignment of insurance) required for each jurisdiction.
We advise on transactions involving specialised real estate — healthcare facilities (hospital concessions, medical centre leases, regulatory licensing), education facilities (school campus development, university partnerships, concession agreements) and logistics/industrial assets (warehouse leasing, cold storage, industrial zone licensing).
We represent landlords, tenants, developers and purchasers in real estate disputes before Dubai Rental Disputes Centre, Abu Dhabi Rental Disputes Committee, DIFC Courts, French tribunals and arbitration — covering rent disputes, eviction proceedings, construction defects, off-plan cancellations and service charge challenges.
Yes. Under Dubai Law No. 7 of 2006 on Real Property Registration, non-GCC foreign nationals can own freehold property in designated areas approved by the Ruler. Major designated freehold areas include Dubai Marina, Downtown Dubai, Palm Jumeirah, JBR, Business Bay, DIFC, and Dubai Hills Estate. Outside designated areas, foreigners can acquire leasehold interests of up to 99 years. Off-plan purchases are regulated by RERA (Law No. 13 of 2008), which requires developer registration, escrow accounts, and project completion guarantees. GSDA advises international investors on Dubai property acquisitions, RERA compliance, and structuring to optimise ownership and exit options.
Abu Dhabi Law No. 19 of 2005 allows non-UAE nationals to own freehold in designated investment zones (such as Saadiyat Island, Yas Island, and Al Reem Island). Outside these zones, foreigners can acquire musataha (surface rights for up to 50 years) or usufruct (right to use for up to 99 years). Freehold ownership is registered with the Abu Dhabi Department of Municipalities and Transport (DMT) and grants full ownership rights including the right to sell, mortgage, and inherit. Usufruct rights are more limited — the holder can use and derive income from the property but does not own the land. GSDA advises on the appropriate ownership structure based on the investor's objectives and the property's designated zone status.
Saudi Arabia's Real Estate Ownership for Non-Saudis Regulations (Royal Decree M/15 of 2000) historically restricted foreign ownership to property required for licensed business activities. Recent reforms under Vision 2030 — including the Premium Residency system and MISA investment licence framework — have significantly expanded foreign ownership rights. Premium residency holders can own residential property throughout Saudi Arabia (except Mecca and Medina). The draft Real Estate Ownership Law aims to further liberalise the market. Commercial property ownership requires a MISA investment licence and minimum investment thresholds. GSDA advises foreign investors on Saudi property acquisition strategies under the evolving regulatory framework.
Under Dubai Law No. 8 of 2007 and RERA regulations, developers selling off-plan property must deposit all buyer payments into a designated escrow account held by an approved escrow agent. Funds can only be released to the developer upon achieving certified construction milestones. RERA monitors escrow accounts and can freeze developer accounts for non-compliance. Developers must also register projects with RERA and obtain a no-objection certificate before marketing. For buyers, the escrow system provides protection against developer default — if the project is cancelled, buyers are entitled to a refund from the escrow account. GSDA advises buyers on escrow protection and developers on RERA project registration and compliance.
UAE REITs are regulated by the SCA (Securities and Commodities Authority) under Resolution No. 6 of 2019 on REITs. They must distribute at least 80% of net income, invest primarily in income-generating real estate, and be managed by an SCA-licensed fund manager. Saudi REITs are regulated by the CMA (Capital Market Authority) under the Real Estate Investment Funds Regulations — Saudi Arabia has the largest REIT market in the MENA region with listed REITs on Tadawul. Saudi REITs must distribute at least 90% of net income. Both jurisdictions offer tax efficiencies: UAE REITs benefit from the general absence of income tax (pre-corporate tax for non-qualifying income), while Saudi REITs benefit from zakat exemptions on the fund level. GSDA advises on REIT structuring, CMA/SCA licensing, and portfolio acquisitions.
Dubai has a dedicated Rental Disputes Centre (RDC) established under Decree No. 26 of 2013, which has exclusive jurisdiction over landlord-tenant disputes in Dubai (excluding DIFC). The RDC handles rent increase disputes, eviction cases, maintenance obligations, and security deposit claims. Proceedings are relatively fast (typically 2-4 months) and cost-effective compared to Dubai Courts. Appeals go to a Rental Disputes Appeal Tribunal. Rent increases are governed by the RERA Rental Index (Decree No. 43 of 2013). DIFC tenancies are governed by DIFC Leasing Law and disputes are heard by DIFC Courts. GSDA represents landlords and tenants before the RDC and advises on lease structuring to avoid common disputes.
Hotel management agreements (HMAs) in the Gulf are typically structured as long-term agreements (15-25 years with renewal options) between a hotel owner and an international operator (Marriott, Hilton, Accor, IHG). Key terms include: management fees (base fee of 2-3% of gross revenue plus incentive fee of 8-10% of adjusted GOP), operator performance tests (which the owner can use to terminate for underperformance), FF&E reserve contributions (typically 3-5% of gross revenue), brand standards compliance, and operator non-compete provisions. Gulf hotel owners increasingly negotiate for tighter performance tests, shorter initial terms, and greater owner approval rights over budgets and key personnel. GSDA advises hotel owners and operators on HMA negotiation and disputes.
Dubai Law No. 27 of 2007 on Jointly Owned Property established the strata title system for multi-unit buildings and mixed-use developments. Each unit has a separate title deed, and common areas are owned jointly by all owners according to their participation percentages. An owners' association (OA) must be established for each development, governed by the Jointly Owned Property Directions (RERA). Common issues include: service charge disputes (charges must reflect actual costs and be approved by RERA), developer-controlled OAs that operate in the developer's rather than owners' interests, inadequate maintenance of common areas, and disputes over the use of common areas. GSDA advises owners, developers, and OA management companies on strata title issues and OA governance disputes.
GSDA handled the acquisition of a 12-property portfolio across Dubai and Abu Dhabi — conducting due diligence on title, leasing, strata and regulatory compliance for each asset, structuring the holding vehicle, and negotiating the SPA with locked-box pricing. They closed the transaction in eight weeks.
Investment Director — Gulf Real Estate Private Equity Fund
The GSDA advantage
Pan-jurisdictional real estate coverage — we advise on property transactions across Dubai, Abu Dhabi, Saudi Arabia, Qatar, Bahrain, France and wider Europe from a single integrated team, eliminating the coordination cost and inconsistency of using separate local firms in each jurisdiction.
Developer and investor perspective — we act for both developers and institutional investors, giving us insight into both sides of every transaction and enabling us to identify risks and opportunities that single-perspective advisors miss.
Hospitality sector depth — we have negotiated HMAs with every major international hotel operator, giving us benchmarking data on fee structures, performance tests, owner rights and brand standard obligations that enables our hotel-owner clients to negotiate from a position of market knowledge.
Integrated construction capability — our real estate practice works seamlessly with our construction lawyers on development projects, ensuring that land acquisition, planning, EPC procurement, project finance and defect management are coordinated under a single advisory relationship.
Islamic finance real estate structuring — we structure Sharia-compliant real estate finance (Ijara, Murabaha, Istisna'a) for institutional lenders and borrowers, ensuring that Islamic financing structures achieve commercial equivalence with conventional mortgage arrangements.
