CIVIL LAW AND UAE LEGAL SUBJECTIVITY BEYOND HUMAN ACTORS

1. Introduction

Traditional civil law begins with the human person as the central bearer of rights and obligations. Modern economic life, however, operates through many entities that are not natural human beings.

Examples include:

Companies;

Foundations;

Government bodies;

Public authorities;

Associations;

Partnerships;

Branches;

Trust structures;

Digital platforms;

Digital assets;

Autonomous technological systems; and

Artificial-intelligence systems.

This creates an important legal question:

Who or what can be recognized by law as a holder of rights, obligations, property or procedural capacity?

This question is known as the problem of legal subjectivity.

In UAE civil law, the answer is not simply "human beings." Companies and other legally recognized entities can possess legal personality and can own property, enter contracts, incur liabilities and participate in litigation. At the same time, this recognition should not be confused with granting independent legal personality to AI, software, algorithms or digital assets.

The emerging UAE legal framework therefore presents a layered model:

Natural person → juridical person → institutional entity → technological system → digital object/asset.

The legal consequences of each category are different.

2. Meaning of Legal Subjectivity

Legal subjectivity means the capacity of an entity to participate in the legal system as a bearer of rights, duties, powers, liabilities or procedural capacity.

A legal subject may potentially:

Own property;

Enter contracts;

Sue;

Be sued;

Bear liabilities;

Receive rights;

Exercise legal powers;

Become subject to judicial orders.

Two fundamental categories

A. Natural persons

Human beings.

B. Juridical/legal persons

Entities recognized by law as separate legal actors.

For example:

Companies;

Certain public bodies;

Corporations;

Other entities granted legal personality by legislation.

The crucial point is:

Legal personality is a legal creation, not merely a consequence of technological or economic activity.

3. Legal Personality Versus Legal Capacity

These concepts should be distinguished.

Legal personality

The recognition of an entity as a distinct legal subject.

Legal capacity

The ability of that subject to acquire rights and undertake obligations.

Procedural capacity

The ability to bring or defend legal proceedings.

For example, a company may have:

Separate legal personality;

Contractual capacity;

Property-holding capacity;

Litigation capacity.

An AI system may perform sophisticated functions without possessing any of these attributes independently.

4. Human-Centred Civil Law

Traditional civil-law systems are fundamentally based on persons.

The human person can:

Own property;

Contract;

Inherit;

Commit civil wrongs;

Receive compensation;

Assume obligations.

The law then creates additional legal subjects where economic or institutional organization requires them.

This produces the concept of the juridical person.

5. Corporate Legal Personality

One of the most important examples of legal subjectivity beyond human beings is the company.

A company is not a human being.

Nevertheless, once legally constituted, it can become a separate legal person.

It may:

Own assets;

Enter contracts;

Borrow money;

Employ people;

Commence proceedings;

Defend proceedings;

Become insolvent;

Incur contractual liabilities.

This is the foundation of modern commercial law.

6. UAE Corporate Personality

UAE company legislation recognizes the separate legal identity of companies.

The DIFC Courts have expressly recognized the distinction between a company and its shareholders. In Normand v Nathaniel [2024] DIFC SCT 125, the Court discussed Federal Law No. 32 of 2021 and explained that a corporation has legal personality separate from its owners, while subsidiaries possess their own legal personality and financial liabilities.

Therefore:

Shareholder ≠ Company

and

Parent company ≠ Subsidiary

unless an applicable legal doctrine justifies disregarding that distinction.

7. Case Law 1 — Normand v Nathaniel

Normand v Nathaniel [2024] DIFC SCT 125

This case is particularly relevant to legal subjectivity.

The Court considered whether a company could enforce rights arising under an agreement to which it was not itself a contracting party.

The judgment discussed the separate legal personality of companies and explained the distinction between a company and its shareholders or parent entities. It also referred to the principle that subsidiaries have independent legal personality and financial liabilities.

Legal significance

The case illustrates that legal subjectivity depends upon legal recognition.

A company cannot simply acquire another entity's contractual rights because:

It manages that entity;

It owns the entity;

It is its parent;

It controls its business.

Principle

Legal identity follows legal personality, not merely economic control.

8. Case Law 2 — Kaamil v Kaawa & Others

Kaamil v Kaawa & Others, DIFC CFI 032/2020

The DIFC Court considered the separate personality of companies in the context of reflective loss.

The judgment expressly recognized that companies possess separate legal personality from their shareholders and referred to Article 9 of the DIFC Companies Law, under which the company's liabilities are its own rather than the personal liabilities of shareholders or officers, subject to statutory exceptions.

Importance

This case illustrates a central principle of legal subjectivity:

The legal system may treat an organization as a separate subject even though humans own, manage and control it.

The company's identity is therefore not reducible to the identities of its shareholders.

9. Case Law 3 — Globe Investment Holdings Ltd v Commercial Bank of Dubai

Globe Investment Holdings Ltd v Commercial Bank of Dubai & Others [2023] DIFC CFI 028

The case involved an attempt to look through the separate corporate personality of a company and treat another entity as the real establishment.

The Court emphasized that the DIFC will not ordinarily disregard the separate corporate personality of an incorporated vehicle merely to extend jurisdiction to shareholders, unless recognized principles justify doing so.

Legal significance

This demonstrates the boundary between:

legal subjectivity

and

economic control.

A company can be controlled by another company while remaining a separate legal subject.

General principle

Control does not automatically destroy legal personality.

10. Case Law 4 — Corinth Pipeworks SA v Barclays Bank PLC

Corinth Pipeworks SA v Barclays Bank PLC [2011] DIFC CA 002

This Court of Appeal decision considered the legal status of a foreign bank and its branches.

The Court distinguished between the legal personality of a corporation and the status of its branches. A branch may lack separate legal personality even though it conducts business in a particular jurisdiction.

Importance

The case demonstrates that legal subjectivity is not determined merely by the existence of a separate office, business operation or commercial presence.

The researcher must ask:

Is this entity incorporated?

Does it possess separate legal personality?

Is it merely a branch?

Who owns the relevant rights?

Who bears the liabilities?

Principle

Physical or commercial separateness does not necessarily create legal separateness.

11. Case Law 5 — Dr Christopher Emeka Oduneye-Brainiff v Commerzbank AG (DIFC Branch)

Dr Christopher Emeka Oduneye-Brainiff v Commerzbank AG (DIFC Branch), DIFC CFI 045/2022

The Court considered the statutory meaning of "person" and noted that, under the relevant DIFC legislation, a reference to a person could include a natural person, body corporate or body unincorporate, including a company, partnership, unincorporated association, authority, government or state.

Significance

This is highly relevant to the theory of legal subjectivity.

The word "person" does not necessarily mean only a human being.

Depending on the legislation, it may include legally recognized organizations or entities.

Research lesson

Whenever legislation uses the term person, the researcher must check the statutory definition.

12. Case Law 6 — Alarabi Investments Ltd v Cron AI Ltd

Alarabi Investments Limited v Cron AI Ltd, DIFC CFI 030/2025

This recent case involved Cron AI Ltd, an AI-related corporate entity.

The proceedings concerned a default judgment and an application to set it aside. The June 2026 order addressed the procedural status of the application and the consequences of its discontinuance.

Why is this important?

The defendant was an AI-related company.

But the legal defendant was:

Cron AI Ltd

—not an autonomous AI system.

This distinction is critical.

The legal system can readily identify:

Company developing AI

as a legal person.

That does not establish:

AI system itself = legal person.

Principle

AI technology can operate through a legal person without itself becoming a legal person.

13. Case Law 7 — Techteryx Ltd v Aria Commodities DMCC

Techteryx Ltd v Aria Commodities DMCC & Others, DIFC DEC 001/2025

This Digital Economy Court litigation involved claims concerning approximately USD 456 million in reserves backing the TrueUSD stablecoin.

The Court granted proprietary and worldwide freezing relief and made disclosure orders concerning the relevant funds and traceable proceeds.

Legal subjectivity significance

The case illustrates an important distinction:

Digital asset ≠ legal person

A digital asset can be:

Valuable;

Transferable;

Traceable;

The subject of ownership claims;

The subject of proprietary remedies;

without becoming an independent legal person.

Principle

The law can recognize legal rights in relation to an object without recognizing that object as an independent legal subject.

This distinction is essential for understanding cryptocurrency and tokenized assets.

14. Case Law 8 — VTB Bank PJSC v Kuanyshev & Others

VTB Bank PJSC v Timur Orazbekovich Kuanyshev & Others, DIFC CFI 121/2025

This litigation involved worldwide freezing relief and subsequent contempt-related proceedings.

The Court's 2026 orders addressed compliance with freezing orders and contempt proceedings.

Relevance to legal subjectivity

The case illustrates the difference between:

Human defendants;

Corporate defendants;

Assets;

Judicial orders directed at persons;

Property affected by those orders.

A freezing order may restrict dealings with property, but the property itself does not become a legal person.

Principle

Being the object of a legal order is not the same as being a legal subject.

15. Case-Law Summary

16. Natural Persons Versus Juridical Persons

The basic structure can be represented as follows:

Natural person

Human being

↓

Rights and obligations

Juridical person

Company / corporation / legally recognized entity

↓

Rights and obligations

Technological system

AI / algorithm / software

↓

Usually operates through a human or juridical person

Digital asset

Token / cryptocurrency / digital property

↓

Potential object of legal rights

This is an important distinction.

17. Why Companies Receive Legal Personality

Why does law create a separate legal person?

There are several reasons.

A. Asset separation

Company property is distinguished from shareholder property.

B. Liability separation

Corporate liabilities are generally distinguished from personal liabilities.

C. Continuity

The company can continue despite changes in shareholders.

D. Contracting capacity

The company can enter contracts in its own name.

E. Litigation

The company can sue and be sued.

F. Commercial organization

It allows complex economic activities to be organized through one legal subject.

18. Legal Subjectivity Is a Legal Construct

Legal personality should not be understood as something that exists naturally.

A corporation has no biological existence.

Yet the law recognizes it as a legal person.

This demonstrates that:

Legal subjectivity is created and defined by legal rules.

This observation becomes particularly important when discussing:

AI;

autonomous systems;

blockchain organizations;

decentralized autonomous organizations;

digital platforms;

algorithmic agents.

19. AI and Legal Subjectivity

One of the most important emerging questions is:

Should artificial intelligence itself become a legal person?

At present, technological sophistication alone does not establish such personality in the UAE legal framework.

An AI system may:

Generate text;

Make recommendations;

Control a machine;

Execute instructions;

Analyze transactions;

Interact with customers;

Generate contracts;

Make automated decisions.

But these functions do not automatically make the AI system a legal person.

The law must identify the legally responsible human or entity.

20. AI as Instrument Rather Than Legal Person

The current conceptual model is generally:

AI system

↓

operated/deployed by

Company or human

↓

legal rights and obligations

↓

Company/human bears legal responsibility

For example:

A company deploys an AI system that incorrectly processes a customer's transaction.

The legal question is not necessarily:

"Can the AI be sued?"

Instead:

Who deployed it?

Who controlled it?

What contract governed the transaction?

Was there negligence?

Was there a statutory duty?

Was the customer harmed?

Which entity is legally responsible?

21. Autonomous Agents

The rise of AI agents creates a more difficult problem.

An AI agent may:

Negotiate;

Select products;

Send communications;

Execute transactions;

Modify data;

Trigger payments.

The legal system therefore faces a distinction between:

Autonomy of operation

and

Legal autonomy

A machine may act autonomously without possessing legal personality.

This is comparable to an automated system acting within authority granted by a human or company.

22. Agency and Apparent Authority

The distinction is particularly important in contract law.

In Currency Matters Middle East v Michael Page International Ltd [2018] DIFC CFI 039, the Court examined apparent authority.

The Court held that the conduct of a principal could create an appearance of authority upon which a third party reasonably relied. Evidence included company emails, the company stamp and the conduct of company personnel.

Application to AI

The case does not itself establish AI agency.

However, it provides a useful legal framework for future questions involving automated agents.

Suppose an AI system communicates:

"I am authorized to conclude this contract."

The researcher should ask:

Who deployed the AI?

Did that person/entity authorize the system?

What authority was given?

Could the counterparty reasonably rely on the apparent authority?

Did the principal create the appearance of authority?

Thus, existing agency principles may potentially provide part of the legal framework without recognizing AI as a separate legal person.

23. AI Agent Versus Legal Agent

These concepts should not be confused.

AI agent

A technological system capable of performing tasks autonomously.

Legal agent

A person or entity whose acts can have legal consequences for a principal under applicable agency law.

An AI system can potentially perform the functions of an agent without necessarily being a legal person or independent legal agent.

The law may attribute its actions to:

A company;

A principal;

An operator;

A service provider;

Another legally responsible entity.

24. Digital Assets and Legal Subjectivity

Digital assets create a different problem.

The issue is not generally:

"Is cryptocurrency a person?"

Rather:

"What legal rights exist in relation to the cryptocurrency?"

Possible legal questions include:

Ownership;

Possession;

Custody;

Control;

Transfer;

Tracing;

Security interests;

Trusts;

Insolvency;

Restitution.

Techteryx demonstrates how digital assets can become the subject of sophisticated proprietary and freezing remedies without becoming legal persons themselves.

25. Blockchain Systems

Blockchain introduces another layer.

A blockchain may contain:

Distributed databases;

Smart contracts;

Autonomous execution;

Tokens;

Decentralized participants.

But the existence of a decentralized system does not automatically answer the legal question:

Who is responsible?

The researcher must identify the relevant legal relationship.

Potentially relevant actors include:

Developers;

Operators;

Token issuers;

Exchanges;

Custodians;

Users;

Governance organizations;

Companies.

26. Smart Contracts

A smart contract is essentially technological code designed to execute specified functions.

Legal analysis must distinguish:

code

from

legal agreement.

A smart contract may implement contractual obligations automatically, but the existence and enforceability of the underlying legal relationship depend upon applicable law.

Questions include:

Was there consent?

Who were the parties?

What terms were agreed?

Was the transaction authorized?

What happens when the code produces an unexpected result?

Who bears responsibility for coding errors?

27. Decentralized Autonomous Organizations

A particularly difficult emerging question concerns DAOs.

A DAO may have:

No traditional board;

Distributed governance;

Token holders;

Smart contracts;

Automated voting;

Decentralized decision-making.

The absence of a conventional corporate structure creates a legal-subjectivity problem.

The legal system may need to determine whether the DAO is:

A company;

Partnership;

Association;

Contractual network;

Trust-like structure;

Unincorporated organization;

Or some other legally recognized arrangement.

The technological label "DAO" does not itself answer the legal question.

28. Government and Public Entities

Legal subjectivity also extends beyond private companies.

Public institutions may possess legal personality or separate legal capacity under their establishing legislation.

This creates another important distinction:

State

versus

government department

versus

public authority

versus

separate legal entity.

The correct classification can affect:

Jurisdiction;

Liability;

Immunity;

Contractual capacity;

Litigation;

Enforcement.

29. Case Law 9 — Fal Oil Company v Sharjah Electricity and Water Authority

Fal Oil Company v Sharjah Electricity and Water Authority, DIFC ENF 221/2019

The DIFC Court discussed questions concerning whether an entity should be treated as a department of government or as a separate legal entity.

The judgment emphasized that separate legal personality is an important factor, but not necessarily the sole factor. The court may examine the entity's constitution, functions, powers, activities and relationship with the state.

Significance

This demonstrates that legal subjectivity sometimes involves functional analysis.

The question is not merely:

"What is the entity called?"

The researcher must examine:

Establishing legislation;

Legal structure;

Powers;

Functions;

Relationship with government;

Capacity to sue and be sued.

30. Institutional Legal Subjectivity

The UAE legal system therefore recognizes several forms of legal organization.

Private legal persons

Companies;

Corporations;

Other legally recognized entities.

Public legal persons

Authorities;

Public institutions;

Certain governmental entities.

Non-person legal objects

Property;

Digital assets;

Data;

Intellectual property.

Technological systems

AI;

Algorithms;

Software;

Smart contracts.

The last category does not automatically possess legal personality merely because it has sophisticated functions.

31. Legal Object Versus Legal Subject

This distinction is fundamental.

Legal subject

The holder of legal rights or obligations.

Examples:

Human being;

Company;

Legally recognized authority.

Legal object

Something in relation to which legal rights exist.

Examples:

Property;

Money;

Certain digital assets;

Intellectual property;

Contractual rights.

Example

A company owns a digital asset.

Company = legal subject

Digital asset = object of legal rights

The two should not be confused.

32. Can Data Be a Legal Subject?

Data can have enormous economic value.

But economic value does not automatically create legal personality.

The legal questions normally concern:

Who controls the data?

Who owns or has rights over it?

Who may process it?

Who has access?

Who is responsible for unlawful processing?

What remedies exist?

Thus:

economic value ≠ legal personality.

33. Can Software Be a Legal Person?

Software can:

Execute transactions;

Generate outputs;

Interact with users;

Control machines.

But these characteristics do not independently establish legal personality.

The legal system generally needs a legally recognized subject behind the software.

For example:

Software developer → company → contractual responsibility

or

Company operator → service provider → liability

The precise allocation depends upon the applicable legislation and contractual structure.

34. Can Robots Be Legal Persons?

A robot may have:

Physical autonomy;

Artificial intelligence;

Sensors;

Decision-making capability.

But physical autonomy does not equal legal personality.

The relevant questions remain:

Who manufactured it?

Who owns it?

Who operates it?

Who programmed it?

Who deployed it?

Who was responsible for maintenance?

Who benefited from its activities?

This supports a responsibility-based approach rather than automatically creating robot personhood.

35. Non-Human Agency Without Non-Human Personality

One of the most important conceptual distinctions is:

An entity can perform legally relevant actions without being a legal person.

For example:

An automated payment system transfers money;

A smart contract executes code;

An AI system generates an offer;

A software system sends an acceptance;

A blockchain records a transaction.

The legal system may attribute the legal consequences to a human or juridical person.

Therefore:

Automated action ≠ independent legal subjectivity.

36. Attribution of Conduct

Modern civil law increasingly needs rules of attribution.

Suppose an AI system causes financial loss.

The legal researcher should ask:

Step 1

Who deployed the system?

Step 2

Who controlled the system?

Step 3

Who benefited?

Step 4

Was there a contractual relationship?

Step 5

Was there negligence?

Step 6

Was there a statutory duty?

Step 7

Was the system defective?

Step 8

Was the conduct authorized?

Step 9

Who should legally bear the resulting liability?

This is more useful than simply asking whether AI should be a person.

37. Corporate Personhood and AI Personhood Are Different

Corporate personality has developed because legislation expressly recognizes companies as separate legal entities.

AI is different.

An AI system is generally:

Software;

A technological system;

A product;

A service;

A component of a business.

Therefore, extending corporate-style legal personality to AI would require a significant legislative choice.

It cannot be assumed merely from the fact that AI behaves autonomously.

38. The "Electronic Person" Problem

Some legal scholars have proposed the concept of an electronic person for highly autonomous machines.

This would theoretically allow an autonomous system to have:

Assets;

Rights;

Obligations;

Insurance;

Liability.

However, several problems arise:

Who funds the electronic person?

Who owns its assets?

Who controls it?

Who benefits from it?

Who is responsible for misconduct?

Can it be punished?

Can it enter bankruptcy?

Can it be insured?

Can it be imprisoned or otherwise sanctioned?

These questions demonstrate why legal personality cannot simply be created by technological sophistication.

39. Liability Without Personhood

A legal system does not necessarily need to give AI independent personality to regulate AI.

Alternative mechanisms include:

Product liability

Manufacturer responsibility.

Contractual liability

Provider responsibility.

Negligence

Operator or developer responsibility.

Vicarious responsibility

Employer/principal responsibility where applicable.

Regulatory responsibility

Licensed entity responsibility.

Insurance

Risk transferred through insurance.

This approach maintains identifiable human or corporate accountability.

40. Importance of Corporate Veil Doctrine

Corporate personality also demonstrates that legal subjectivity has limits.

A company is separate from shareholders.

However, courts may in exceptional circumstances consider whether corporate structures are being abused.

Globe Investment Holdings illustrates the judicial reluctance to disregard corporate personality absent established grounds.

Thus:

Separate personality is the rule.

Disregarding it is exceptional.

41. Legal Subjectivity and Economic Reality

Modern commerce creates tension between:

economic reality

and

legal identity.

For example:

A parent company may economically control a subsidiary.

But legally:

Parent ≠ Subsidiary.

A company may operate an AI system.

But legally:

Company ≠ AI.

A person may control cryptocurrency.

But:

Person ≠ Cryptocurrency.

A blockchain may execute transactions.

But:

Blockchain ≠ necessarily legal person.

This distinction prevents conceptual confusion.

42. Legal Subjectivity and Judicial Orders

A court must identify the correct legal subject before granting relief.

For example:

Freezing order

Directed against a person/entity.

Proprietary injunction

Protects property rights.

Disclosure order

May require a legally obligated person or entity to provide information.

Damages

Normally imposed against the legally responsible party.

Techteryx demonstrates how digital assets can be affected by judicial remedies without becoming independent legal persons.

43. Legal Subjectivity and Contract

Contract law traditionally requires identifiable parties.

With automated transactions, a legal researcher should identify:

Principal;

Agent;

Platform;

Service provider;

User;

Owner;

Automated system.

The AI or software may facilitate contract formation without necessarily becoming a contracting party.

Currency Matters provides a useful illustration of how courts analyze authority and the conduct of the principal when determining whether a company is bound by an apparent agent.

44. Legal Subjectivity and Digital Economy Courts

The creation of specialized digital-economy adjudication demonstrates that courts can adapt procedure and remedies to technological disputes without necessarily creating technological legal persons.

The DIFC Digital Economy Court has handled disputes involving:

Digital assets;

Blockchain;

Fintech;

AI-related technology;

Digital property;

Complex technology transactions.

Techteryx is an important example of digital-asset litigation receiving sophisticated proprietary and interim remedies.

45. Legal Subjectivity and AI Companies

An AI company can be a legal person.

This produces a three-level distinction:

Level 1

Human developers

↓

Level 2

AI company

↓

Level 3

AI system

The legal person may be Level 2.

The technology may be Level 3.

The individuals remain Level 1.

Legal liability therefore requires careful attribution among all three.

46. Legal Subjectivity and Autonomous Organizations

A future UAE legal framework may need to address organizations that do not fit traditional corporate structures.

Potential examples:

DAOs;

Token-based organizations;

Automated investment structures;

AI-managed businesses;

Blockchain cooperatives.

The central question will be:

Should the law adapt existing legal personality categories, or create new categories?

At present, the safer legal method is to classify the organization under an existing legally recognized structure wherever possible.

47. Legal Subjectivity and Civil-Law Reform

The new UAE Civil Transactions Law, effective from 1 June 2026, provides the current general civil-law framework after replacing the 1985 Civil Transactions Law.

For researchers, this creates an important methodological rule:

Questions concerning legal personality must be researched under the legislation applicable to the relevant transaction and entity, together with the specific legislation governing that entity.

A company dispute, for example, may require both civil-law research and company-law research.

48. Layered Legal Subjectivity

The UAE model can therefore be conceptualized as follows:

Layer 1 — Human subject

Natural person.

Layer 2 — Juridical subject

Company or legally recognized organization.

Layer 3 — Institutional actor

Public authority or institution.

Layer 4 — Agent

Human or technological mechanism acting on behalf of another subject.

Layer 5 — Legal object

Property, digital asset or other object of rights.

Layer 6 — Automated system

AI, algorithm, smart contract or software.

The critical research task is to determine which layer the law assigns to the particular entity.

49. Important Legal Tests

When confronted with a non-human actor, a UAE civil-law researcher should ask:

Test 1 — Recognition

Does legislation recognize the entity?

Test 2 — Personality

Does it have separate legal personality?

Test 3 — Capacity

Can it acquire rights and obligations?

Test 4 — Property

Can it own or control assets in its own legal capacity?

Test 5 — Procedure

Can it sue or be sued?

Test 6 — Liability

Can legal liability attach directly to it?

Test 7 — Attribution

If it acts through technology, whose conduct is legally attributed to it?

Test 8 — Jurisdiction

Which court and legal regime apply?

50. Difference Between "Actor" and "Legal Subject"

This distinction is extremely important.

An actor can be anything that participates in a legal process.

A legal subject is an entity recognized by law as capable of holding rights and obligations.

For example:

51. Practical Example: Autonomous AI Purchase

Suppose an AI purchasing system automatically orders AED 1 million worth of goods.

Question 1

Who owns the AI?

Question 2

Who deployed it?

Question 3

Who authorized it?

Question 4

Who owns the purchasing account?

Question 5

Who is the counterparty?

Question 6

Was the AI within its authority?

Question 7

Who bears the contractual obligation?

The likely legal analysis would focus on the human or juridical persons behind the system rather than simply treating the AI as an independent legal person.

52. Practical Example: Autonomous Trading System

An automated trading system executes thousands of transactions.

The legal researcher should examine:

Account holder;

Broker;

Platform;

System developer;

Authorization;

Applicable financial regulation;

Contract;

Trading rules;

Error;

Causation;

Loss.

The system's autonomy does not itself determine legal personality.

53. Practical Example: Smart Contract

A smart contract automatically transfers digital assets when a condition is satisfied.

Legal analysis should distinguish:

Code execution

from

legal obligation.

The researcher must determine:

Who created it?

Who deployed it?

Who participated?

What legal agreement existed?

What happens if the code contains an error?

Which legal remedy is available?

54. Practical Example: DAO

A DAO operates through decentralized voting.

The researcher should determine:

Is it incorporated?

Who are its members?

Does it have separate personality?

Who controls its assets?

Who can contract?

Who can sue?

Who is liable?

What jurisdiction applies?

The word "DAO" cannot itself substitute for legal classification.

55. Challenges of Extending Legal Personality Beyond Humans

Giving legal personality to autonomous technology could create difficult questions.

A. Accountability

Who is ultimately responsible?

B. Asset ownership

Where do assets come from?

C. Control

Who controls the legal person?

D. Insolvency

Can an AI legal person become bankrupt?

E. Punishment

What sanctions are meaningful?

F. Insurance

Who bears the insurance cost?

G. Abuse

Could people use artificial personality to avoid liability?

H. Regulatory arbitrage

Could artificial entities be created to circumvent regulation?

These issues explain why technological autonomy does not automatically justify legal personality.

56. Arguments for Recognizing New Non-Human Legal Subjects

There are theoretical arguments in favour of broader legal subjectivity.

1. Autonomous decision-making

Highly autonomous systems may operate with limited direct human intervention.

2. Economic activity

AI systems may conduct transactions at massive scale.

3. Accountability

Independent personality might create a clear liability structure.

4. Asset separation

An autonomous entity could theoretically hold assets to satisfy liabilities.

5. Technological neutrality

Law might adapt to new forms of economic organization.

These are policy arguments, not a statement that UAE law currently grants AI such personality.

57. Arguments Against Automatic AI Personality

There are also significant objections.

1. Lack of independent interests

AI does not necessarily possess legally recognized interests.

2. Human control

Most AI systems remain created, deployed and controlled by humans or organizations.

3. Liability avoidance

AI personality could be misused to shield responsible actors.

4. Regulatory complexity

New legal personality would require extensive legislation.

5. Enforcement problems

Sanctions against software may have little practical meaning.

6. Existing legal mechanisms

Contract, agency, tort, product liability and corporate law may already address many problems.

58. The Functional Approach

A useful modern approach is to ask:

What legal function needs to be performed?

Instead of asking immediately:

"Should AI become a person?"

the law can ask:

Who owns the asset?

Who is liable?

Who authorized the transaction?

Who owes the contractual obligation?

Who must disclose information?

Who must compensate the victim?

This functional approach can solve many problems without creating new legal persons.

59. The Attribution Model

The emerging conceptual model can be represented as:

Technology

↓

Human / company control

↓

Legal attribution

↓

Rights and obligations

↓

Remedy

This preserves accountability.

60. The UAE Position in Conceptual Terms

Based on the current UAE/DIFC authorities discussed above, the following propositions can safely be distinguished:

Established

Companies can possess separate legal personality.

Established

A branch does not necessarily possess personality separate from the company of which it forms part.

Established

Courts can distinguish between corporate personality and economic control.

Established

Legislation can define "person" broadly enough to include corporate and unincorporated entities.

Demonstrated by recent litigation

AI-related companies can participate in litigation as legal entities.

Demonstrated by recent litigation

Digital assets can be the subject of proprietary and freezing remedies.

Not established merely by these cases

An AI system, algorithm, robot or digital asset automatically possesses independent legal personality.

That distinction is fundamental.

61. Relationship with the UAE Civil-Law System

Legal subjectivity is relevant to almost every area of civil law.

Contract

Who is the contracting party?

Property

Who owns the property?

Tort

Who bears liability?

Agency

Whose conduct is attributed to whom?

Corporate law

Is the company separate from its owners?

Procedure

Who has standing?

Evidence

Whose records prove the transaction?

Enforcement

Against whom can judgment be enforced?

Digital assets

Who owns or controls the asset?

AI

Who bears responsibility for the system's conduct?

62. Legal Research Method for Non-Human Actors

When researching a new technological entity, use the following sequence:

Step 1

Identify the technological entity.

Step 2

Identify its owner.

Step 3

Identify its operator.

Step 4

Identify its developer.

Step 5

Identify any incorporated entity.

Step 6

Check statutory definitions.

Step 7

Determine legal personality.

Step 8

Determine legal capacity.

Step 9

Determine agency/attribution.

Step 10

Determine liability.

Step 11

Determine jurisdiction.

Step 12

Determine available remedies.

This prevents technology from obscuring the underlying legal structure.

63. Examination-Oriented Summary

Meaning

Legal subjectivity means the capacity of an entity recognized by law to possess rights, duties, powers, liabilities or procedural capacity.

Main categories

Natural persons;

Juridical persons;

Public entities;

Corporate entities;

Agents;

Legal objects;

Technological systems.

Important principles

Companies may possess separate legal personality.

Shareholders and companies are normally distinct.

Parent and subsidiary companies are distinct legal subjects.

A branch may not have separate personality.

Digital assets can be objects of legal rights without becoming legal persons.

AI companies are legal persons if properly constituted; AI systems themselves do not thereby acquire personality.

Autonomous technological activity does not automatically establish legal subjectivity.

Legal consequences can be attributed to the human or juridical person operating a technological system.

Important cases

Normand v Nathaniel [2024] DIFC SCT 125 — corporate personality and contractual rights.

Kaamil v Kaawa & Others, DIFC CFI 032/2020 — separate corporate personality.

Globe Investment Holdings v Commercial Bank of Dubai, DIFC CFI 028/2023 — corporate separateness and veil.

Corinth Pipeworks v Barclays Bank, [2011] DIFC CA 002 — branch versus separate legal entity.

Oduneye-Brainiff v Commerzbank AG, DIFC CFI 045/2022 — statutory meaning of "person."

Alarabi Investments v Cron AI, DIFC CFI 030/2025 — AI-related company as legal entity.

Techteryx v Aria Commodities, DIFC DEC 001/2025 — digital assets and proprietary remedies.

VTB Bank v Kuanyshev, DIFC CFI 121/2025 — legal persons, assets and enforcement.

Fal Oil v Sharjah Electricity and Water Authority, DIFC ENF 221/2019 — separate legal entity versus governmental body.

64. Conclusion

The idea of legal subjectivity beyond human actors is becoming increasingly important in UAE civil law because modern economic activity is no longer conducted exclusively by individual human beings.

Companies, corporations, public authorities and other legally recognized entities can possess independent legal personality. The UAE/DIFC case law demonstrates that courts take the distinction between separate legal entities, shareholders, subsidiaries, branches and governmental bodies seriously.

At the same time, technological development introduces new participants—AI systems, algorithms, smart contracts, blockchain networks and digital assets. Recent DIFC litigation demonstrates that these technologies can become central to civil disputes. Techteryx shows how digital assets can be protected through sophisticated proprietary and freezing remedies, while Alarabi Investments v Cron AI shows litigation involving an AI-related corporate entity.

The critical legal distinction is therefore:

Participation in legally relevant activity does not automatically create legal personality.

A company may be a legal subject. A digital asset may be an object of rights. An AI system may be an instrument capable of producing legally relevant conduct. A branch may be commercially active without possessing separate legal personality.

For future UAE civil law, the central challenge will be to determine when existing concepts of personality, agency, attribution, property, contract and liability are sufficient for technological actors and when genuinely new categories of legal subjectivity are necessary.

The most useful conceptual framework is therefore:

Human actor → juridical entity → agency/attribution → technological system → legal consequence

rather than automatically treating every autonomous technological system as a new legal person.