Power of Attorney UAE: Authority, Revocation & Self-Dealing

A power of attorney can be one of the most useful legal instruments in the UAE. It allows an individual or company to appoint another person to sign, file, sell, purchase, manage, litigate, collect, settle or otherwise act in a defined legal matter when the principal cannot or does not wish to act personally.

The same flexibility creates significant risk. A broadly drafted power may permit an agent to deal with valuable property, company interests, bank matters or litigation. A principal may later assume that an agent's authority has ended while a bank, buyer, registry or counterparty still holds an apparently valid instrument. An agent may also enter into a transaction that benefits the agent personally, exceeds the price limits imposed by the principal or delegates authority to another person without permission.

The UAE's agency framework changed materially with the entry into force on 1 June 2026 of Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law. The current agency provisions are contained principally in Articles 866 to 903, while the general rules on representation in contracting appear in Articles 139 to 145.

The most important practical principle is simple: a power of attorney should be read as a grant of defined authority, not as a general licence to do whatever the agent considers convenient.

Agency under the current Civil Transactions Law

Article 866 defines agency as a contract under which the principal appoints an agent to perform a legal act in the name and for the account of the principal.

Article 867 links the form of the agency to the legal act being delegated. Where the underlying legal act requires a particular form, the agency must observe the corresponding formal requirement unless the law permits otherwise.

Article 868 requires three basic elements for a valid agency:

the principal must have the legal right to dispose of the subject matter personally;
the agent must be legally eligible to perform the delegated act; and
the subject matter must be known and capable of delegation.

A principal cannot therefore use a power of attorney to give an agent greater dispositive capacity than the principal legally possesses.

General authority is expressly limited to management

Article 871 is one of the most important provisions in the current framework. Where a power of attorney is expressed only in general terms without specifying the intended acts, it gives the agent authority only for acts of management.

The statutory examples include matters such as leasing for a limited management period, preservation and maintenance, collection of rights, payment of debts, sale of goods or rapidly deteriorating movables where required for management, and purchase of items necessary for administration and preservation.

This has a practical drafting consequence: a document titled “General Power of Attorney” should not automatically be assumed to authorise disposal of major assets.

Sales, mortgages, settlements and similar dispositions require special authority

Article 870 provides that an act falling outside management and preservation requires a special agency specifying the type of act and the dispositions it entails.

The statute specifically identifies matters including:

donations;
sale;
settlement;
mortgage;
acknowledgment;
arbitration;
administering or accepting an oath; and
pleading before a court.

A special agency for a particular legal act can be valid even if the exact subject matter is not individually identified, except where the act is a donation. Nevertheless, high-value transactions are usually safer when the asset, transaction, price parameters and receiving authority are identified with sufficient precision.

Authority does not extend beyond what is written and necessarily implied

Article 872 states that an agency gives the agent capacity only to perform the matters specified in it and the necessary appurtenances arising from the nature of the matter, prevailing custom and the common intention of the parties.

Article 139 separately provides that, in contractual representation, the instrument issued by the principal determines the representative's powers and that the representative may not exceed those powers.

The safest approach is therefore to avoid relying on vague phrases such as “and all other necessary acts” to justify a major transaction that the document never clearly authorises.

The agent must remain within the limits of the mandate

Article 874 requires the agent to perform the agency without exceeding its prescribed limits, subject to limited statutory exceptions.

The law allows the agent to exceed the authority where the act is more beneficial to the principal, and also recognises exceptional circumstances where prior contact with the principal is impossible and the circumstances indicate that the principal would have approved the act. In that situation, the agent must promptly notify the principal.

These exceptions should not be treated as permission to rewrite the mandate. Where the principal has expressly prohibited a sale below a stated amount, restricted borrowing, prohibited delegation or required two agents to act jointly, the agent should assume that the restriction is legally significant.

Ratification can cure an unauthorised act

Article 873 states that subsequent ratification of a disposition is equivalent to a prior agency.

This means an act originally performed outside authority may later become effective if the principal validly ratifies it. The general contract rules also recognise ratification of certain unauthorised dispositions.

For principals, ratification should be deliberate. Accepting proceeds, signing completion documents or otherwise acting consistently with approval may create arguments about ratification even where the principal initially objected.

The agent owes duties of care, information and accounting

Articles 875 and 876 impose conduct duties on the agent.

A gratuitous agent must exercise the level of care used in the agent's own affairs. A paid agent must exercise the care of an ordinary person.

The agent must also provide the principal with necessary information about performance of the agency and render an account, unless the parties agree otherwise.

For high-value transactions, the principal should require clear documentary records of contracts signed, money collected, payments made, offers received, documents filed, third parties instructed, fees and expenses, sale proceeds, and remaining original documents or assets.

The agent cannot use the principal's property for personal benefit

Article 877 expressly provides that the agent may not use the principal's property for the agent's own benefit. If the agent does so, the agent must compensate the principal for resulting damage.

This rule should be read together with the more specific restrictions on self-dealing and related-party sales and purchases.

Self-dealing is restricted

Article 145 contains a broad representation rule: a representative may not contract with themselves in the name of the principal, whether for their own account or for another person, unless the principal authorises the arrangement. The principal may subsequently ratify the transaction, subject to any contrary rule of law or commercial practice.

An agent appointed to buy a specific asset

Article 885 provides that an agent appointed to purchase a specified thing may not buy it for themselves, their ascendants, descendants, spouse or another person where the transaction would bring benefit or avoid harm to the agent or those persons, unless the principal gives permission.

The same Article prevents a purchasing agent from selling the agent's own property to the principal unless otherwise agreed.

An agent appointed to sell

Article 889 provides that an agent appointed to sell the principal's property may not purchase that property for themselves and may not sell it to specified close relatives or other persons where the disposition creates a relevant personal benefit, unless the principal grants the required authority.

Price restrictions matter

Article 888 requires an agent appointed to sell to obtain an appropriate price. Where the principal has specified a price, the agent may not sell below it without prior permission or subsequent ratification.

If the agent sells below the specified price without authority and delivers the property, the principal may have statutory options including recovery of the property, ratification of the sale or holding the agent liable for the difference in value.

For a purchasing agent, the current law also contains rules where the principal has fixed a maximum price or where the purchase is materially disadvantageous. This makes price parameters an important part of any real-estate, share or business-acquisition POA.

Delegation to a sub-agent is not automatic

Article 879 provides that the agent may not appoint another person to perform the agency unless the principal authorises delegation or the law permits it.

If the agent appoints a substitute without authority, the original agent can be responsible for the substitute's acts as if they had performed those acts personally, and the original agent and substitute may be jointly liable.

A POA should therefore state clearly whether the agent may appoint lawyers, appoint a sub-agent, delegate only administrative tasks, delegate to named persons only, or not delegate at all.

Multiple agents: jointly or separately?

Where more than one agent is appointed, the instrument should state whether they may act separately or must act jointly.

Article 878 provides that where agents are appointed in a single contract without authority to act individually, they are generally expected to act jointly, subject to acts that do not require consultation such as specified collection or payment tasks.

This can be an important control mechanism for family wealth, corporate transactions and property sales. Requiring two signatures can materially reduce misuse risk.

Litigation powers require particular drafting

The Civil Procedure Code imposes its own special-authority rules.

Article 60 provides that court representation generally authorises the attorney to take procedural steps necessary to commence, follow and defend the case, subject to acts requiring special authority.

Article 61 states that, without special authorisation, the attorney cannot perform a number of major acts, including:

admitting or waiving the claimed right;
settling the dispute;
agreeing to arbitration;
administering or accepting an oath;
abandoning proceedings;
waiving a judgment or method of challenge;
lifting attachment;
waiving security while the debt remains outstanding;
alleging forgery; and
challenging a judge or expert.

A litigation POA should therefore be reviewed for the specific procedural decisions the lawyer may need to make rather than relying on a generic mandate to “represent before all courts”.

When does the principal become bound to a third party?

The general representation rules provide that when the representative contracts in the principal's name within the limits of the authority, the resulting rights and obligations accrue to the principal.

The third party should therefore examine both whether the agent is genuinely authorised and whether the proposed transaction falls within the scope of that authority.

A notarised POA proves an important part of the authority chain, but the receiving party must still read its operative language.

The agent should disclose representative capacity

The current representation rules also address contracts where the agent does not clearly disclose that they are acting for a principal. Major transactions signed under POA should therefore identify the principal, the agent, the fact that the agent signs as attorney or representative, and the POA details used as authority.

Revocation is a legal act, not simply a private decision

Article 898 allows the principal to revoke or restrict the agent's authority at any time, subject to an important exception.

If a third party's right is attached to the agency, or the agency was issued for the benefit of the agent, the principal may not terminate or restrict it without the consent of the person for whose benefit it was issued.

This is why the expression “irrevocable power of attorney” requires substantive analysis. The question is not merely whether the document contains the word “irrevocable”, but whether the agency is genuinely connected to a protected third-party right or issued in the agent's interest within the statutory framework.

Revocation at an improper time may create compensation liability

Article 899 provides that the principal may be required to compensate the agent for damage resulting from revocation at an inappropriate time or without acceptable justification.

The right to revoke and the financial consequences of revocation are therefore separate questions.

Agency can end automatically

Article 897 identifies several events that terminate the agency by operation of law, including completion of the delegated work, expiry of the agreed term, death of the principal or loss of the principal's legal capacity subject to statutory exceptions, death of the agent, or loss of the agent's legal capacity.

This is particularly important for principals who assume a conventional POA can function as an enduring incapacity instrument. The current framework should be reviewed carefully before relying on a POA for incapacity planning.

Why notice of revocation matters

Article 144 creates one of the most important third-party-reliance rules in the current law.

If both the former agent and the person dealing with that agent are unaware, at the time of contracting, of the termination of the representation, the effects of the contract concluded by the representative can still be attributed to the principal or the principal's successors.

This means signing a revocation deed is not necessarily the end of the practical risk.

A principal who revokes a POA should think in two stages: first, legally cancel the authority; second, make sure the agent and relevant third parties actually know that the authority has ended.

Practical revocation steps

The Ministry of Justice currently provides an electronic service for cancellation of contracts and notarised deeds, including documents previously authenticated before a notary. The MOJ process provides for electronic application, payment, e-signature and receipt of the cancellation document.

After revocation, the principal should consider giving formal notice to:

the former agent;
banks holding the POA;
land or property registries;
company registries or licensing authorities;
courts or arbitral institutions where the POA has been filed;
brokers and transaction counterparties;
relevant government departments; and
any other institution known to be relying on the instrument.

Evidence of notification should be retained.

Digital and notarised POAs

The federal notary framework is governed by Federal Decree-Law No. 20 of 2022 Regulating the Notary Profession and its implementing framework.

The Ministry of Justice provides an electronic service for drafting and authentication of general and special powers of attorney. The service includes a Digital Power of Attorney option, uses UAE PASS for authentication and signature, and issues the authenticated document electronically.

For a third party, digital form should not reduce the importance of verification. The receiving party should check authentication details, identity of the principal and agent, scope, expiry and any known cancellation or later limitation.

Foreign-issued powers of attorney

A POA executed outside the UAE may require notarisation, diplomatic or consular authentication, UAE attestation, translation or other formalities before a UAE authority will rely on it. The precise process depends on the country of issue, the receiving authority and the transaction.

The principal should therefore verify the required form with the intended UAE registry, bank, court or authority before execution.

Third parties should conduct authority due diligence

A purchaser, bank, company, notary or other counterparty dealing with an agent should not treat the existence of a POA as the end of the review.

Question	Why it matters
Is the POA authentic?	Forgery or altered documents create obvious authority risk.
Is it still in force?	Check expiry, completion, death/incapacity issues and known revocation.
Does it authorise this exact type of act?	Special authority is required for disposals outside ordinary management.
Are price or value limits stated?	The agent may be prohibited from selling below or buying above a stated amount.
Can the agent receive money?	Authority to sign a sale does not always answer who may receive proceeds.
Can the agent delegate?	Sub-agency is restricted unless authorised.
Is the transaction with the agent or a related person?	Self-dealing restrictions may require express principal approval.
Must multiple agents act jointly?	One signature may be insufficient.
Is special court authority needed?	Settlement, arbitration and waiver may require express powers.
Has the principal or issuing authority notified any restriction?	Actual knowledge of termination or restriction can defeat reliance on an old document.

Corporate powers of attorney require a second authority check

Where the principal is a company, the POA is only one part of the authority chain.

The reviewer should also consider who was authorised under the company's constitutional documents to issue the POA, whether a board or shareholder resolution was required, whether the signatory held valid corporate authority, whether the company itself remained active and authorised to enter the transaction, and whether the transaction requires additional regulatory or shareholder consent.

A corporate agent cannot obtain more authority than was validly delegated through the company's own decision-making structure.

Old POAs and the 2026 change in law

Federal Decree-Law No. 25 of 2025 repealed the former Civil Transactions Law and entered into force on 1 June 2026. The new law generally applies from its effective date and does not operate retroactively to prior facts and acts unless legislation provides otherwise.

Existing POAs and transactions spanning the commencement date may therefore require temporal analysis. A document executed under the former law should not be assumed to be invalid merely because the article numbering changed, but the legal effect of later acts and current authority should be reviewed under the applicable transitional rules and the specific instrument.

Common POA mistakes

Using a general POA for a disposal transaction

General wording maps to management. Sale, mortgage, settlement and comparable acts require special authority.

Giving authority to receive sale proceeds without thinking about payment control

A principal may intend the agent only to sign documents, not to receive the price. Payment authority should be stated separately.

Allowing unrestricted self-dealing

If sale to the agent or related persons is intended, the permission and price safeguards should be explicit.

Ignoring sub-delegation

If the agent is likely to appoint a lawyer, broker or substitute, the document should say what may be delegated.

Revoking but not notifying

Article 144 makes knowledge important. A principal should not leave valid-looking copies in circulation without notification.

Using a POA as a substitute for incapacity planning

The agency termination rules can make a standard POA unsuitable as a complete incapacity-planning instrument.

Failing to include an expiry date

A narrowly defined term can reduce the risk of an old POA being used years after its intended transaction.

Giving litigation authority without special settlement powers

General court representation does not automatically authorise settlement, arbitration, waiver and other specially listed procedural acts.

A practical drafting checklist

Identify the transaction. State exactly what the agent needs to do.
Use special authority for disposal. Sale, mortgage, arbitration, settlement and similar acts should be expressly authorised.
Identify the asset where practical. Include property, shareholding, company or account details where appropriate.
Set price or value limits. Do not leave major financial parameters open unless that is deliberate.
Address money receipt. Specify whether the agent can receive purchase price, settlement proceeds or other funds.
Address self-dealing. Expressly prohibit or carefully authorise transactions with the agent and related persons.
Address delegation. State whether sub-agents can be appointed and for what purpose.
Choose joint or several authority. If there are multiple agents, make the signing rule explicit.
Set a validity period. Link the POA to a date or completion of a defined transaction where appropriate.
Include accounting obligations. Require records and return of documents or funds.
Check the receiving authority. A land registry, bank, court or company registry may impose additional form requirements.
Plan revocation. Keep a list of every third party that receives a copy so cancellation notices can be served quickly.

Key takeaway

The UAE's current law treats powers of attorney as defined grants of agency rather than unlimited authority. Under the 2026 Civil Transactions Law, a general agency is limited to management, while major acts such as sale, mortgage, settlement, arbitration and court pleading require special authority.

Agents must remain within the mandate, exercise the required standard of care, account to the principal and avoid unauthorised use of the principal's assets. Self-dealing is restricted both under the general representation rule and the specific sale and purchase provisions.

Revocation is equally important. A principal can generally revoke or restrict the agent, subject to protected third-party or agent interests, but Article 144 means that a transaction may still bind the principal where both the former agent and counterparty were unaware that the authority had ended. Formal cancellation should therefore be paired with effective notification.

HZ Legal can assist individuals, companies, investors and families with UAE powers of attorney, special transaction authorities, property and corporate POAs, litigation mandates, self-dealing and authority disputes, revocation, notarisation strategy and third-party reliance issues.

Official and authoritative sources

This article provides general information only and does not constitute legal advice. The legal effect of a power of attorney depends on its wording, date, form, principal and agent capacity, transaction type, receiving authority, notarisation or authentication, applicable special laws and whether revocation or termination has been communicated. Specific advice should be obtained before relying on, revoking or challenging a POA in a significant transaction.