Sale Leaseback Agreement Template for the United Arab Emirates

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What is a Sale Leaseback Agreement?

The Sale Leaseback Agreement Template is designed for use in the United Arab Emirates when a property owner wishes to sell their property while maintaining operational control through a long-term lease arrangement. This type of agreement is commonly used as a financing mechanism, allowing organizations to unlock capital tied up in real estate while retaining use of the property. The template complies with UAE Federal Laws, including Civil Code (Federal Law No. 5 of 1985) and relevant emirate-specific property regulations. It encompasses both the sale transaction and the subsequent lease arrangement, including provisions for property transfer, registration requirements, lease terms, maintenance obligations, and potential repurchase rights. The document is particularly valuable for companies seeking to improve their balance sheet while maintaining operational continuity.

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Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

Imad Mohammed Nazar profile photo

A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

United Arab Emirates

Publisher

GenieAI

Sector

Business

Cost

Free to use

Last updated

About the Sale Leaseback Agreement

A Sale Leaseback Agreement in the United Arab Emirates allows you to sell your property while immediately leasing it back from the buyer, creating a unique financing solution that unlocks capital while preserving operational control. This sophisticated transaction involves two simultaneous agreements: a property sale and a long-term lease arrangement that ensures continued use of the premises.

When do you need this document?

You need a Sale Leaseback Agreement when your business requires immediate capital but cannot afford to relocate operations. This arrangement is particularly valuable for retail businesses with prime locations, manufacturing companies with specialized facilities, or service providers with established customer bases tied to specific addresses. The structure allows you to convert property equity into working capital while maintaining your operational foothold in strategic locations across the UAE.

Key legal considerations

The agreement must clearly define the purchase price, payment terms, and completion procedures for the sale component, while simultaneously establishing comprehensive lease terms including rental amounts, escalation clauses, and maintenance responsibilities. Critical provisions include property valuation procedures, lease duration and renewal options, and potential repurchase rights that protect your long-term interests. You should carefully negotiate tenant improvement rights, assignment restrictions, and default remedies to ensure the lease arrangement supports your operational needs. Insurance requirements, property condition standards, and responsibility for repairs and upgrades must be explicitly allocated between parties to prevent future disputes.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 5 of 1985, both the sale and lease components must comply with civil transaction requirements, including proper execution, registration, and documentation procedures. Property transfers require registration with the relevant Land Department in each emirate, with Dubai following Law No. 7 of 2006 for property registration procedures. The lease arrangement must comply with emirate-specific landlord-tenant laws, such as Dubai Law No. 26 of 2007, which governs lease registration, rent regulations, and tenant protections. Commercial properties may require additional approvals from trade license authorities and compliance with zoning regulations. Both parties must ensure proper due diligence procedures, including title verification, mortgage discharge procedures, and compliance with foreign ownership restrictions where applicable.

GOVERNING LAW

Applicable law

This Sale Leaseback Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:

UAE Federal Law No. 5 of 1985 (Civil Code): Primary legislation governing civil transactions, contracts, and property rights in the UAE. Relevant for both sale and lease aspects of the agreement.
UAE Federal Law No. 18 of 1993 (Commercial Code): Governs commercial transactions and business relationships, relevant for commercial property transactions and leasing arrangements.
Dubai Law No. 7 of 2006 (Property Registration Law): Specific to Dubai, governs registration of property transactions and title transfers. Similar laws exist for other emirates.
Dubai Law No. 26 of 2007 (Landlord and Tenant Law): Regulates relationship between landlords and tenants, including lease registration requirements and tenant protections.
Dubai Law No. 33 of 2008 (Strata Law): Important if the property is part of a jointly owned building or development.
DIFC Law No. 4 of 2007 (Real Property Law): Applicable if the property is located in Dubai International Financial Centre, providing specific requirements for property transactions.
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant if the sale-leaseback arrangement involves large commercial entities or could affect market competition.
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Relevant if either party is a commercial entity, governing corporate capacity to enter into such arrangements.
Local Municipality Regulations: Various local regulations regarding property usage, zoning, and permitted activities in different emirates.

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