Valuation Engagement Letter Template for the United Arab Emirates
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What is a Valuation Engagement Letter?
The Valuation Engagement Letter serves as a formal agreement between professional valuation service providers and their clients in the United Arab Emirates. This document is essential when engaging in business valuations, asset valuations, or financial instrument valuations, and must comply with UAE Federal Laws, including Commercial Companies Law (Federal Law No. 2 of 2015) and relevant regulatory requirements. The letter outlines the scope of work, methodology, deliverables, and professional fees while incorporating specific UAE market considerations and professional standards. It's particularly important for transactions requiring formal valuations, such as mergers and acquisitions, financial reporting, or regulatory compliance, and includes provisions for both mainland UAE and free zone jurisdictions where applicable.
About the Valuation Engagement Letter
A Valuation Engagement Letter is a crucial legal document that formalizes the professional relationship between you and your valuation service provider in the United Arab Emirates. This agreement establishes the terms, scope, and conditions under which valuation services will be performed, ensuring both parties understand their rights and obligations throughout the engagement process.
When do you need this document?
You need a Valuation Engagement Letter when commissioning professional valuation services for various business purposes. This includes business valuations for mergers and acquisitions, asset valuations for financial reporting compliance, intellectual property valuations for licensing agreements, or real estate valuations for investment decisions. The document is particularly essential when valuations are required for regulatory filings with UAE authorities, court proceedings involving asset disputes, or when seeking financing where lenders require independent asset assessments. Companies operating in UAE free zones or mainland jurisdictions both require this documentation to ensure proper professional service delivery and legal protection.
Key legal considerations
Your Valuation Engagement Letter must clearly define the scope of services to prevent disputes over deliverables and professional responsibilities. The agreement should specify the valuation standards to be applied, typically International Valuation Standards (IVS) as recognized in the UAE, and identify the intended users and purposes of the valuation report. Professional liability limitations and indemnification clauses protect both parties from potential claims arising from the valuation process. The letter must establish clear timelines for information provision by your company and delivery of the final valuation report. Payment terms, including fee structure and billing arrangements, should be explicitly stated to avoid commercial disputes. Additionally, confidentiality provisions are crucial given the sensitive nature of financial and business information exchanged during the valuation process.
Legal requirements in United Arab Emirates
Under UAE Federal Law No. 2 of 2015 (Commercial Companies Law), professional service agreements must comply with specific contractual requirements governing commercial relationships. Your Valuation Engagement Letter must align with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), which regulates professional services contracts and establishes legal frameworks for payment terms and service delivery. If your valuation relates to audited financial statements, compliance with UAE Federal Law No. 12 of 2014 (Auditing Profession Law) may be required, particularly regarding professional standards and liability. The engagement must reference applicable IFRS standards as adopted in the UAE for financial reporting valuations. For companies subject to regulatory oversight, such as those governed by Securities and Commodities Authority regulations, additional compliance requirements may apply to ensure the valuation meets regulatory standards for public disclosure or transaction approval purposes.
GOVERNING LAW
Applicable law
This Valuation Engagement Letter is drafted to comply with United Arab Emirates law. Key legislation includes:
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial contracts and transactions, including professional services agreements and payment terms
ADAA Resolution No. 1 of 2017: Abu Dhabi Accountability Authority's resolution on statutory auditors and their scope of work, which includes valuation services
UAE Federal Law No. 12 of 2014 (Auditing Profession Law): Regulates financial professional services including aspects of valuation work and professional liability
IFRS Standards: International Financial Reporting Standards as adopted in the UAE, particularly relevant for fair value measurements and financial valuations
IVS (International Valuation Standards): Professional standards for valuation adopted in the UAE, providing framework for valuation engagements
UAE Federal Law No. 5 of 1985 (Civil Transactions Law): Governs contractual relationships and obligations, including professional service contracts
DFSA Rulebook (if applicable for DIFC): Dubai Financial Services Authority regulations applicable for valuations in the Dubai International Financial Centre
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