Civil Transactions Law · Federal Decree-Law 25 of 2025
Article 419
Section Two: Effects of the Obligation > Chapter Five: Multiplicity of Parties to the Obligation > Part Four: Transfer of the Obligation
English translation
1. If the creditor accepts the assignment, the liability of the original debtor shall be discharged as against the creditor, and the debt shall be transferred to the liability of the assignee.
2. If the creditor expressly or implicitly refuses to accept the assignment, the liability of the original debtor shall not be discharged.
3. If the assignee or the original debtor notifies the creditor of the assignment and gives them a reasonable period to approve the assignment, and the period expires without approval, the creditor's silence shall be deemed a refusal of the assignment.
Official translation, as published by the portal.
Official Arabic text
.1 إذا قَبِل الدائن الحوالة تبرأ ذمة المدين الأصلي قِبَل الدائن، وينتقل الدين إلى ذمة المُحال عليه.
.2 إذا رفض الدائن صراحةً أو ضمنًا قبول الحوالة، لا تبرأ ذمة المدين الأصلي.
.3 إذا قام المُحال عليه أو المدين الأصلي بإعلان الحوالة إلى الدائن، وعيّن له أجلاً معقولاً ليقر الحوالة ثم انقضى الأجل دون أن يصدر الإقرار، اعتبر سكوت الدائن رفضًا للحوالة.
What it means when you sign
This article deals with the transfer of a debt from the original debtor to another person who takes it over, called an assignment of the debt. If the creditor accepts the assignment, the original debtor is released as against the creditor and the debt moves to the person taking it over. If the creditor refuses, expressly or by implication, the original debtor is not released. If the person taking over the debt, or the original debtor, notifies the creditor and gives a reasonable period to approve, and the period passes without approval, the creditor's silence is treated as refusal.
For a contract about to be signed, this article is relevant to clauses that let a party hand its payment obligations to someone else. It means the original debtor stays liable unless the creditor accepts, and that silence by the creditor counts as refusal. A clause stating that silence or non-objection counts as acceptance may run into this article.
In Fahm reports this article usually sits under: One-sided mechanisms
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- Article 420This article sets out two rules that follow when a debt has been transferred to a new person who takes it over.
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- Article 19Cited in Fahm reportsThis article says which country's law governs a contract's obligations, both its form and its substance.
- Article 20This article says which country's law governs obligations that do not come from a contract, such as those arising from an act that causes harm.
- Article 28This article deals with what happens once a foreign law has been found to apply.
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