How to Assign or Resell an Off-Plan Unit in Dubai (and What to Do When the Transfer Goes Wrong)
Quick Answer: If you are trying to sell or assign your off-plan unit in Dubai and the developer is dragging its feet, asking for unexplained fees, or refusing the No Objection Certificate (NOC) without giving a reason, the law gives you specific, enforceable rights. An assignment requires three things: the developer’s consent (supported by Article 1109 of the Civil Code), entry in the Interim Real Property Register with the DLD, and payment only of fees lawfully approved by the DLD under Article 8 of Executive Council Resolution No. 6 of 2010.
There is no statutory minimum payment threshold (30%, 40%, or otherwise) in Law No. 13 of 2008 or ECR 6/2010 that conditions your right to assign. Any such threshold is a developer-imposed contractual term, not a statutory requirement.
- Send a written request to the developer for the NOC, with a clear deadline (seven working days is reasonable). Keep the email trail.
- Ask the developer, in the same email, for a written breakdown of every fee being charged and the DLD approval that authorises it.
- Make your assignment agreement with the assignee conditional on the NOC being issued and on Oqood registration being completed. Hold the premium with the registration trustee until both happen.
- Lodge a complaint with RERA through the DLD’s complaint channel if the developer refuses or delays without a written reason, and prepare the file for the Real Estate Court if escalation is needed.
- Do not pay any “administrative” or “transfer” fee outside DLD-approved channels until you have seen the DLD authorisation in writing.
- An assignment transfers your rights and obligations under the SPA to a new buyer, but you remain on record at the DLD until the Oqood is updated.
- The developer’s consent (NOC) is required under Article 1109 of the Civil Code and under the NOC clause in nearly every Dubai SPA. Where consent is refused arbitrarily, Article 246 (good faith) supports the argument that the refusal is itself a breach.
- There is no statutory minimum payment threshold (30%, 40%) in Law 13/2008 or ECR 6/2010. Any such threshold is a developer-imposed contractual term.
- The developer cannot lawfully charge any fee other than amounts approved by the DLD (Article 8, ECR 6/2010).
- An off-plan disposition has no effect against third parties unless entered in the Interim Real Property Register (Article 3 of Law 13/2008).
- Where the developer refuses the NOC, the judicial route is Article 20(5) of ECR 6/2010 (the “general legal rules” catch-all), not Article 20(1) (which concerns refusal to deliver the final sale agreement at completion).
Off-plan resale is the lifeblood of the Dubai secondary market. Investors take a position early and exit at a premium before handover. End-users assign too, for the ordinary reasons life produces: a job move, a divorce, a need to release capital. Most of the time these transfers happen cleanly.
The cases that land on a lawyer’s desk are the ones where the path breaks. The developer imposes a “transfer policy” that did not exist when you signed the SPA. An “administrative fee” appears at 2%, then 4%, then a flat AED 50,000, with no DLD reference. The NOC sits unsigned for weeks while the developer goes quiet. Most published guidance on assignment in Dubai is written by brokers selling the transaction and stops at the happy path. The law is more protective of buyers than the brokerage script suggests.
This article cites Federal Law No. 5 of 1985 because, on the date of publication, it remains the operative UAE Civil Transactions Law. Federal Decree-Law No. 25 of 2025, which replaces the 1985 Civil Code, takes effect on 1 June 2026. From that date the relevant article numbers will need to be checked against the new text.
- →What does it mean to assign an off-plan unit?
- →Do you need the developer’s permission?
- →Is the 30% or 40% threshold required by law?
- →What fees can the developer legitimately charge?
- →How does the assignment process work step by step?
- →What if the developer refuses the NOC?
- →What if the assignee disputes the premium or backs out?
- →What if the project is cancelled after assignment?
- →Five-scenario dispute matrix
- →Common worries answered
- →FAQs
What does it actually mean to assign an off-plan unit in Dubai?
An assignment is the transfer of your contractual rights and obligations under the SPA to a new buyer, before the unit is registered in the final Real Property Register. You step out of the SPA, the assignee steps in, and from that point the assignee owes the remaining payments and inherits your handover rights. In legal terms, this is a hawala (transfer) under the UAE Civil Code.
Article 1106, UAE Civil Code (Federal Law No. 5 of 1985): “An assignment is the transfer of a debt and claim from the liability of the transferor to the transferee.”
Article 1109(1): “In order for an assignment to be valid, there must be the consent of the transferor, the transferee, and the creditor.”
Plain English: the “creditor” is the developer, who is owed the balance of the unit price. That is the legal foundation for the NOC requirement.
In practice the assignment is a three-step transaction: you agree the resale price with the assignee; you apply to the developer for an NOC; and the DLD records the change of buyer in the Interim Real Property Register (Oqood register) and issues an updated Oqood in the assignee’s name. Until that last step is done, the assignee is not protected against third parties, and you remain the registered purchaser. For the full registration framework, see our Oqood registration guide.
Do you need the developer’s permission to assign your unit?
Yes. The requirement comes from the SPA itself (an NOC clause appears in nearly every Dubai off-plan SPA) and is supported by general Civil Code principles. Article 267 provides that a valid and binding contract cannot be revoked, modified, or rescinded except by mutual consent, court order, or law. Article 1109(1) separately makes the consent of the creditor (the developer) a condition of a valid assignment.
The developer’s discretion to refuse is not unlimited. Article 246 of the Civil Code requires every contract to be performed “in accordance with its contents, and in a manner consistent with the requirements of good faith.” A developer who refuses an NOC for no stated reason, or imposes conditions that do not appear anywhere in the SPA, is on weak ground if that refusal is challenged.
Article 246, UAE Civil Code: “(1) The contract must be performed in accordance with its contents, and in a manner consistent with the requirements of good faith. (2) The contract shall not be restricted to an obligation upon the contracting party to do that which is (expressly) contained in it, but shall also embrace that which is appurtenant to it by virtue of the law, custom, and the nature of the transaction.”
Plain English: the developer can have a transfer policy, but the policy must be reasonable, applied consistently, and lawful. It cannot become a tool to delay your exit until you accept whatever fee is demanded.
Is the 30% or 40% payment threshold required by law?
No. This is the single most important point in this article, and it is the one that most published guidance gets wrong.
There is no provision in Law No. 13 of 2008 (as amended by Law No. 9 of 2009, Law No. 19 of 2017, and Law No. 19 of 2020) or in Executive Council Resolution No. 6 of 2010 that requires a buyer to have paid 30%, 40%, or any other percentage of the unit price before being permitted to assign.
What the law does contain, and what is commonly misread, is Article 11 of Law No. 13 of 2008 (as superseded by Law No. 19 of 2020). Article 11 governs the developer’s remedies against a defaulting buyer based on construction progress: retention of 25% to 40% of the unit price depending on the completion tier. These figures relate to developer default remedies, not to the buyer’s right to assign. For the full Article 11 framework, see our late payment guide.
The 30% or 40% rule that buyers are routinely told about is a contractual term in the developer’s SPA, sometimes reinforced by an internal “assignment policy.” It is a private restriction, not a public-law requirement. If your SPA does not contain such a clause, the developer cannot impose it after the event. If it does, the clause is enforceable in principle but still subject to the good-faith standard of Article 246.
In casework, the threshold most frequently appears as a “minimum 30% paid before assignment” clause. It is rarely strict. Developers regularly waive it for buyers who have paid less, particularly where the project is in early stages or the assignee has stronger covenant strength. There is no statutory floor. Everything is contractual and negotiable.
What fees can the developer legitimately charge for the assignment?
Only fees approved by the Dubai Land Department.
Article 8, ECR No. 6 of 2010: “A Master Developer or Sub-developer may not, for any reason whatsoever, charge purchasers any amounts, other than those approved by the DLD, in return for any legal disposition of their Real Property Units.”
Plain English: this is a hard rule. Ask for the specific DLD circular, schedule, or written approval that authorises the fee. Where the developer cannot produce that reference, the fee sits outside Article 8 and is challengeable.
Developers commonly bill an “administrative fee” or “transfer fee” ranging from 2% to 5% of the original purchase price, or flat amounts in the AED 5,000 to AED 50,000 range. Some are recognised in the DLD fee schedule. Many are not. In practice, raising the Article 8 objection in writing often shifts the developer’s position before the matter has to escalate.
How does the assignment process actually work, step by step?
The five-step assignment sequence
- Heads of terms with the assignee. Price, deposit, conditions precedent (NOC issued, Oqood transferred, no encumbrances), responsibility for fees, and a long-stop date for completion.
- NOC application to the developer. Prescribed form, passport copies, existing SPA, payment receipts, and (where required) the executed assignment agreement.
- Developer issues the NOC. Setting out any conditions such as outstanding payments to be cleared before transfer.
- DLD registration. At the DLD or an authorised Real Estate Services Trustee (Tasheel) office. DLD fee paid here, not to the developer.
- Updated Oqood certificate. Issued in the assignee’s name. From this point the assignment is effective against third parties.
Where the developer delays the registration, two protections apply. First, the disposition has no legal effect against third parties until entered in the Interim Real Property Register, which means the developer cannot rely on the assignment to free itself of its obligations to you while leaving you unregistered. Second, if the developer refuses or fails to lodge the assignment, you have the right to approach the DLD directly to register it. For the registration framework, see our Oqood guide.
What can you do if the developer refuses to issue the NOC?
This is where most disputes arise. The developer goes silent, raises objections that do not appear in the SPA, or attaches new conditions. The first step is documentary: send a written request, repeat it in seven days, and ask for written reasons for any refusal.
Article 14, ECR 6/2010: “Where any dispute arises between a Developer and a purchaser, the DLD may undertake conciliatory efforts to preserve their contractual relationship.”
Article 20(5), ECR 6/2010: A purchaser may resort to the competent court to seek termination “in any other circumstances that require the termination of the agreement in accordance with the general legal rules.”
Plain English: Article 20(1) covers refusal to deliver the final sale agreement at completion, which is a different scenario. The statutory hook for an NOC-refusal case is Article 20(5), the catch-all, read with the Civil Code’s good-faith and rescission provisions.
Your remedies in sequence: first, lodge a complaint with the DLD/RERA (conciliation, not adjudication, but it often prompts engagement). Second, file a claim in the competent court (Dubai Courts Real Estate Circuit) or arbitration if your SPA contains a valid clause: specific performance (directing the developer to issue the NOC), damages (lost premium, holding costs), or termination with refund. Third, where the project is unfinished or cancelled, the matter may fall within the exclusive jurisdiction of the Special Tribunal under Decree No. 33 of 2020. For the full forum analysis, see our Dubai Courts vs DIAC guide.
What if the assignee disputes the premium, fails to pay, or backs out?
The assignment is a contract between you and the assignee, and standard Civil Code remedies for breach apply. The single most important protective measure is structural: make the premium payable in tranches against milestones (signing, NOC issuance, DLD registration), and hold the funds with a registration trustee.
What if the project is cancelled after the assignment?
The assignee, as the now-registered purchaser, steps into the original buyer’s shoes for all SPA rights including refund rights under Article 11(b) of Law No. 13 of 2008 (as amended by Law No. 19 of 2020). For the full Article 11(b) framework (100% refund where construction has not commenced or RERA cancels), see our off-plan refund guide.
The refund procedure runs through Articles 25 to 27 of ECR 6/2010. RERA appoints an auditor at the developer’s expense to verify amounts paid and escrow balances. The escrow agent must refund within 14 days of the cancellation decision. If escrow is insufficient, the developer must top up the shortfall within 60 days. Where the developer fails to comply, RERA refers the matter to the competent judicial authorities. In a cancelled project, the matter falls within the exclusive jurisdiction of the Special Tribunal under Decree 33/2020. See our escrow disputes guide and developer bankruptcy guide.
The premium paid between buyer and assignee is a separate matter between those two parties and is not part of the escrow refund.
The five-scenario assignment dispute matrix
| Scenario | Legal position | Practical remedy | Likely outcome |
|---|---|---|---|
| Developer refuses NOC without written reason | Articles 246, 267, 1109 Civil Code; SPA NOC clause; Article 14 ECR 6/2010 (DLD conciliation); Article 20(5) ECR 6/2010 | Written demand with 7-day deadline; DLD/RERA conciliation; court for specific performance, damages, or termination | NOC typically released after DLD complaint stage; court intervention rarely needed |
| Developer demands “transfer fee” not approved by DLD | Article 8, ECR 6/2010 | Request written DLD reference for the fee; if not produced, refuse and escalate | Developer either produces DLD reference (rare) or drops the fee |
| Buyer and assignee disagree on premium split or fee allocation | Contractual; Civil Code Articles 246, 247 | Mediated negotiation; specific performance or damages if breach | Resolved by negotiation in most cases; litigation rare where assignment agreement is well drafted |
| Oqood transfer delayed or blocked by developer after NOC issued | Article 3, Law 13/2008 (registration required); Article 3, ECR 6/2010 (regulatory fine); Article 246 Civil Code | Written notice; DLD/RERA complaint; buyer’s right to apply to DLD directly | Registration usually completed under regulator pressure |
| Original buyer assigns without Oqood registration | Article 3, Law 13/2008 (no effect against third parties until registered) | Assignment cannot be perfected; assignee should refuse to pay premium until Oqood is in place | Transaction cannot proceed until Oqood is updated; structure the premium against this milestone |
| Project cancelled by RERA after assignment | Article 11(b), Law 13/2008 (as amended); Law 8/2007 (escrow); Articles 25-27 ECR 6/2010; Decree 33/2020 | Assignee files refund claim through the cancellation process; Special Tribunal where in scope | Refund determined by audit; developer liable for shortfall; premium between buyer and assignee is a separate claim |
A realistic case scenario
Illustrative case (representative figures, not a real client matter)
An investor purchased an apartment in a JVC project in early 2023 for AED 1.2 million, paying 40% (AED 480,000) under a milestone-linked plan. In late 2024, with the project at roughly 55% completion, he found an assignee willing to pay the original 40% plus a AED 200,000 premium. Total assignment value: AED 680,000 payable to the investor, with the assignee taking over the remaining AED 720,000 payable to the developer.
What went wrong: the developer initially indicated NOC issuance would take seven days. Three weeks passed. The developer then informed the investor that the unit had an “administrative transfer fee” of 4% of the original price (AED 48,000) on top of the DLD registration fee. The investor had no such clause in his SPA.
What worked: a formal letter citing Article 8 of ECR 6/2010 requested the DLD reference number for the 4% fee. The developer reduced the figure to AED 5,250 (an amount it could justify against DLD-approved items) and issued the NOC. Total elapsed time from initial application to Oqood registration: 38 days. The assignee paid the premium in three tranches: 30% on signing, 40% on NOC, 30% on Oqood. No court action was needed. The good-faith duty under Article 246 and the express prohibition on unapproved fees in Article 8 did most of the work.
Common worries answered
“Will I lose all my money?”
In a normally functioning project, no. Your amounts are in the project escrow under Law 8/2007, and your contractual position is secured by your registered Oqood entry. If the project is later cancelled, Article 11(b) and the cancellation procedure in Articles 25 to 27 of ECR 6/2010 provide for a refund. The risk you carry is the premium (a separate matter between you and the assignee) and the gap between amounts paid and amounts recoverable if the developer is insolvent.
“How long will this take?”
A clean assignment with a cooperative developer typically completes in two to four weeks from NOC application to Oqood registration. Where the developer is uncooperative, the DLD complaint can add another two to six weeks. Court intervention, where genuinely necessary, sits in months rather than weeks.
“Can the developer keep my deposit?”
Not on the basis of an assignment refusal. The developer’s right to retain amounts under Article 11 arises only where the buyer is in default and the formal notification process has been followed. An assignment, properly structured, is not a default.
“Is it too late to do anything?”
Very rarely. Even where the project has been delayed for years, an off-plan unit on the Interim Real Property Register can be assigned, subject to the developer’s NOC. Where the developer has gone silent or the project has been cancelled, the path shifts to a different route (refund under Article 11(b) or a claim before the Special Tribunal under Decree 33/2020), but the buyer’s position is rarely without options.
Frequently Asked Questions
Can I assign my off-plan unit without the developer’s NOC?
No. The Civil Code makes the creditor’s consent a condition of a valid assignment (Article 1109(1)). Most Dubai SPAs also contain an express NOC requirement. An assignment without the NOC is not enforceable against the developer and the DLD will not register the change of buyer on the Oqood.
Is there a minimum percentage I have to pay before I can assign?
Not in the law. Neither Law No. 13 of 2008 nor ECR 6/2010 imposes a minimum payment threshold. Any minimum percentage rule is a contractual term in the developer’s SPA, not a statutory requirement.
What fees can the developer charge me for the NOC?
Only amounts approved by the DLD (Article 8 of ECR 6/2010). You are entitled to ask for the specific DLD reference for any fee being charged. Where the developer cannot produce that reference, the fee is challengeable.
What happens if the developer refuses the NOC?
Start with a written demand for written reasons. If the refusal persists, lodge a complaint with the DLD/RERA. The DLD’s role under Article 14 is conciliatory. Where conciliation fails, apply to the competent court for specific performance, damages, or termination. The statutory anchor for termination in an NOC-refusal case is Article 20(5) of ECR 6/2010 (the catch-all), not Article 20(1) (which concerns the final sale agreement at completion).
Does the assignee inherit my refund rights if the project is later cancelled?
Yes. The assignee steps into the original buyer’s position for all purposes, including refund rights under Article 11(b) and the escrow framework under Law 8/2007. The refund procedure runs through Articles 25 to 27 of ECR 6/2010. The premium between buyer and assignee is a separate matter and is not part of the escrow refund.
Can a foreign buyer or NRI assign an off-plan unit in Dubai?
Yes. The assignment framework applies equally to UAE nationals and non-nationals where the unit sits in a designated area under Dubai’s freehold regime (Law No. 7 of 2006). Powers of attorney executed outside the UAE must be properly attested and translated for DLD use.
Where to go from here
If you are in the middle of an off-plan assignment and something is not moving, the most useful next step is documentary. Pull together your SPA, the email trail with the developer, every receipt for payments made, and any written response on the NOC. With that file in hand, a one-hour case review will tell you whether the developer’s position is defensible, what the correct escalation route is, and what the realistic timeline looks like. You can request that review through offplandisputes.ae.
If an assignment is stalled and the developer is not cooperating, the earlier you get the Article 8 and Article 246 arguments on the table, the faster things move.
Send us the SPA, the developer’s NOC response (or silence), your payment receipts, and the proposed assignment terms. Within 48 hours you will get a written view on:
- Whether the developer’s refusal or fee demand has any legal basis
- Whether the assignment can proceed through the DLD directly
- What the correct escalation route looks like (RERA conciliation, court, or arbitration)
- How to structure the premium payment to protect both sides
Contact us through offplandisputes.ae.
All statutory references are drawn from the official English translations on the Dubai Legislation Portal (dlp.dubai.gov.ae) and the UAE Ministry of Justice e-laws portal. The Arabic text prevails in any conflict. Federal Decree-Law No. 25 of 2025 (the new Civil Transactions Law, effective 1 June 2026) will replace the Civil Code citations in this article; practitioners should re-verify article numbering after that date. The 30-40% minimum payment threshold for assignment has been confirmed as having no basis in Law 13/2008 or ECR 6/2010; if a subsequent RERA circular introduces such a threshold, this article should be updated. Article 20(1) of ECR 6/2010 concerns refusal to deliver the final sale agreement, not the assignment NOC; Article 20(5) is the correct statutory hook for NOC-refusal cases. The case scenario uses constructed figures for teaching purposes. The Article 362 reference in earlier research has been corrected: the correct assignment provisions are Articles 1106 to 1132 of the Civil Code.
This article is for general information only. It does not constitute legal advice and does not create a lawyer-client relationship. UAE law and Dubai real estate regulations are fact-sensitive, and outcomes in any specific matter depend on the precise terms of the SPA, the developer’s transfer policy, the state of the project, and the timing of events. Readers should obtain advice from a UAE-qualified legal consultant on the facts of their particular case before acting on anything in this guide.
