Commercial Lease Assignment and Change of Control in Dubai: Contract Checklist
A business sale does not automatically transfer the premises. Read the lease for assignment, subletting and change-of-control clauses, identify landlord consent and fees, align the trade licence and Ejari, transfer deposits and fit-out rights, and define whether the outgoing tenant remains liable.
Name the transaction before reading the clause
An asset sale transfers selected business assets. A share sale changes ownership of the company. A lease assignment substitutes or adds a tenant. A sublease gives another occupier rights under the original tenant. These are not interchangeable.
Read assignment, subletting and change-of-control clauses together
Identify prohibited transfers, consent standards, notice periods, required financial information, landlord legal costs, assignment fees, guarantees and continuing liability. A shareholder change may trigger a clause even when the tenant company name remains unchanged.
Make landlord consent a condition, not a hope
If written consent is required, make it a condition precedent to the business or property transaction. State who applies, what information is supplied, the deadline, acceptable conditions and what happens if consent is refused or delayed.
Reconcile licence, premises, Ejari and money
The incoming operator’s trade activity, premises details and tenancy record must align. Plan cancellation, amendment or new registration. Record whether the deposit is refunded, transferred or replaced, allocate rent and service charges, and identify ownership of fit-out and reinstatement obligations.
Decide whether the outgoing tenant is released
An assignment does not automatically release the original tenant or guarantor. Obtain explicit release, novation or continuing-liability wording, then close with one schedule covering consent, licence, Ejari, money, access, keys, inventory, utilities and business-sale completion.
Action Checklist
· Classify the transaction route.
· Read assignment, sublease and control clauses.
· Make consent a condition precedent.
· Align trade licence and activity.
· Plan Ejari cancellation or registration.
· Allocate deposit, rent and fit-out.
· Obtain release or continuing-liability wording.
Frequently Asked Questions
Is a share sale the same as assignment?
No. The legal tenant may remain the same, but the lease may treat control change as a consent or notice event.
Can the landlord charge a fee?
Review the executed lease and written consent terms. Do not assume a universal amount or right.
Does Ejari update automatically?
Do not assume it does. Plan the required cancellation, amendment or new registration.
Next Step
Reviewing a transaction involving commercial lease assignment Dubai? Laguna Life can help organise the evidence, compare options and identify checks before commitment. Contact our property team for a focused consultation, with qualified legal, financial or technical advice where required
6. Internal Links and External Sources
Real Internal Links
· Explore Dubai and UAE projects
· Review Laguna Life real estate services
· Read Laguna Life buyer, seller and investment guides
· When a property consultant adds value
Official or Professional Sources
· Dubai Land Department - Frequently Asked Questions
· Dubai Tenancy Law No. 26 of 2007