Administrative Resolution No. (135)
of 2025
Concerning Rules on Emergencies,
Payment of Compensation, and
Amendment of Partnership Contracts[1]
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The
Director General of the Department of Finance,
After perusal of:
Law No. (5) of 1995 Establishing the Department of Finance;
Law No. (22) of 2015 Regulating Partnership between the
Public Sector and the Private Sector in the Emirate of Dubai;
Law No. (1) of 2016 Concerning the Financial Regulations of
the Government of Dubai, its Implementing Bylaw, and their amendments; and
Decree No. (20) of 2009 Appointing the Director General of
the Department of Finance,
Does
hereby issue this Resolution.
The words and expressions mentioned in this Resolution have the
same meaning assigned to them in the above-mentioned Law No. (22) of 2015.
a.
Without
prejudice
to any emergency-related provisions stipulated in the legislation in force, a
Government Entity may, with the agreement of the Partner, deem the
circumstances set out below as emergencies permitting the amendment of a
Partnership Contract:
1.
the
occurrence
of general unforeseeable exceptional circumstances that render the performance
of the Partnership Contract onerous for the Partner, provided that all the
following conditions are met:
a.
The
performance
of the Partner’s obligations under the Partnership Contract has become more
onerous for the Partner without amounting to impossibility of performance.
b.
The
performance
of the Partnership Contract under the relevant emergency would result in a
substantial loss which exceeds the loss that could reasonably have been foreseen
on the date of execution of the Partnership Contract.
c.
The
relevant
emergency was not reasonably foreseeable and could not have been averted or
prevented, and
2.
a
disruption to the Project which prevents the Partner from performing its contractual
obligations under the Partnership Contract, where the emergency arises from
circumstances beyond the Partner’s control and is not attributable to any act,
default, or omission by the Partner.
b.
The
Partner must exercise due diligence in responding to an emergency and must take
all reasonable measures to remedy the causes of the Project’s disruption and to
mitigate its effects so far as practicable.
Payment of compensation to a Partner upon the
occurrence of an emergency is subject to the following rules:
1.
the
amount
of compensation must be assessed in accordance with the mechanism agreed upon
in the Partnership Contract;
2.
in
assessing
the amount of compensation, regard must be had to the percentage of completion
of the Project under the Partnership Contract and any breach by the Partner of its
contractual obligations; and
3.
the
amount of compensation must be disbursed from the approved
budget of the Government Entity in accordance with the above-mentioned Law No.
(1) of 2016 and upon completion of the procedures approved by the Department of
Finance in this respect.
a.
The
following conditions apply to the amendment of a Partnership Contract by a
Government Entity upon the occurrence of an emergency:
1. obtaining the prior approval of the
Competent Authority;
2. not prejudicing the Project
Company’s right to compensation where required under the Partnership Contract;
3. evidencing the amendment to
the Partnership Contract by a written instrument, duly signed by both parties
and annexed to the original Partnership Contract; and
4. ensuring that the amendment to the
Partnership Contract does not destabilise the financial equilibrium of the
Project established under the original Partnership Contract.
b.
Any
amendment
of the Partnership Contract in the event of an emergency will be subject to the
provisions of Article (30) of the above-mentioned Law No. (22) of 2015.
This Resolution comes into force on the
day on which it is issued, and will be published in the Official Gazette.
Abdulrahman
Saleh Al Saleh
Director General
Department of Finance
Issued in
Dubai on 28 November 2025
Corresponding to 7 Jumada al-Thaniyah 1447 A.H.
©2026 The Supreme Legislation Committee in the
Emirate of Dubai
[1]Every effort has been made to produce an
accurate and complete English version of this legislation. However, for the
purpose of its interpretation and application, reference must be made to the
original Arabic text. In case of conflict, the Arabic text will prevail.