Can a Sales Employee Be Criminally Liable for Client Referral Payments in the UAE?

Very likely, yes. A sales employee who diverts their employer's clients or deals to another company in exchange for a personal commission - especially one received into a personal bank account rather than disclosed to the employer - fits squarely within the UAE's private-sector bribery (secret commissions) provisions under the Penal Code, and potentially breach of trust as well. This sits well beyond a simple contractual or employment dispute.

Why This Is Private-Sector Bribery, Not Just a Policy Breach

Federal Decree-Law No. 31 of 2021 (the UAE Penal Code) extended bribery offences beyond public officials to cover the private sector. The core elements are: an employee, agent, or representative of a company; who solicits, accepts, or is promised a benefit - money, a gift, a commission - from a third party; in exchange for performing, or refraining from performing, an act connected to their job; in a way that breaches their duty to their employer and causes it harm. A sales employee steering deals away from their own company to a third party, in exchange for a personal kickback from that third party, matches this pattern almost exactly: the 'act' is diverting the sale, the 'breach of duty' is acting against the employer's commercial interest, and the 'benefit' is the commission paid personally rather than disclosed.

The Breach of Trust Angle

Depending on the specific facts, this conduct can also potentially engage the Penal Code's breach of trust provisions, which address someone who is entrusted with a position, information, or business relationships by virtue of their employment and exploits that position for personal gain at the employer's expense. Where the employee used company-provided client relationships, pricing information, or leads specifically to redirect business elsewhere, this reinforces rather than replaces the bribery analysis - the two offences can potentially apply together depending on exactly what was done.

Why the Personal Account Detail Matters

Some employees assume that because the payment went to them personally, rather than through any company channel, it exists in some kind of legal gray zone. It doesn't. The personal account is generally read as evidence of concealment - the arrangement was structured specifically so the employer wouldn't see it. Bank records showing payments from the third-party company (or its principals) into the employee's personal account, timed around the diverted deals, are exactly the kind of paper trail that makes these cases provable. This is why personal-account commission arrangements tend to be treated more seriously, not less, once uncovered.

This Runs Alongside Civil and Employment Consequences

A criminal complaint is not the only avenue available to the employer, and pursuing one doesn't require abandoning the others:

• Civil claim: the employer can pursue a civil case for the profit or commission lost as a direct result of the diverted business, independent of any criminal outcome.
• Summary dismissal: this kind of conduct generally qualifies as serious misconduct under the UAE Labour Law, supporting termination without notice and without end-of-service gratuity.
• Criminal complaint: a police report can be filed for private-sector bribery and/or breach of trust, which proceeds through the Public Prosecution independently of the civil and employment tracks.

This mirrors how other financial misconduct is handled in the UAE - criminal, civil, and employment consequences run in parallel rather than one replacing the others, similar to the separation described in our guide on whether a bank can recover a loan after jail in the UAE.

Does the Other Company Face Liability Too?

Private-sector bribery provisions generally address both sides of the arrangement - the person who solicits or accepts the benefit, and the person or entity who offers or pays it. A company that knowingly paid an employee of a competitor or supplier to redirect business its way can face its own criminal exposure, separate from the employee's, along with potential civil claims from the harmed employer for unlawful interference with its business relationships.

What an Employer Should Do if This Is Discovered

1. Preserve evidence first - bank records, emails, CRM data showing the diverted deals, and communications with the third-party company
2. Engage a UAE-licensed lawyer before confronting the employee, since how the discovery is handled affects both the criminal complaint and any civil claim
3. File a police report for private-sector bribery and/or breach of trust once the evidence is properly documented
4. Proceed with summary termination under the Labour Law, supported by the same evidence
5. Pursue a civil claim for the lost profit or commission value as a separate track

What an Employee Facing This Allegation Should Do

• Seek legal advice immediately rather than attempting to explain the arrangement informally to the employer or police
• Check whether a police or court case has actually been filed through a court and police case check rather than assuming or guessing at your status
• Confirm separately whether a travel ban has been placed on you, since a bribery or breach of trust complaint commonly triggers one while the case is investigated
• Do not access or delete any records related to the arrangement, since this can itself create additional legal exposure

Myths vs. Facts

Myth: "It's just a commercial dispute between companies, not a crime." Fact: where an employee personally profits by diverting their own employer's business, this is a criminal private-sector bribery/breach of trust pattern, not merely inter-company competition.

Myth: "I never took company money, so it can't be theft." Fact: private-sector bribery doesn't require taking the employer's own money - the harm is the loss of business/profit caused by the breach of duty, and the benefit received from the third party is the bribe.

Myth: "Using my personal account means there's no paper trail." Fact: bank records are discoverable and are often the strongest evidence in these cases.

Key Takeaways

• Diverting an employer's business for a personal commission is the classic fact pattern of UAE private-sector bribery, not just a policy or contract breach.
• Breach of trust can also apply depending on how company relationships or information were used.
• A personal account for the payment is evidence against the employee, not a loophole.
• Criminal, civil, and employment consequences can all proceed in parallel.
• The paying company can face its own liability alongside the employee.

Conclusion

A sales employee who redirects their employer's clients or deals to another company for a personal kickback is very likely exposed to criminal liability under the UAE's private-sector bribery framework, on top of civil and employment consequences that can run at the same time. The exact charge, applicable article, and realistic penalty range depend heavily on the specific facts - how the arrangement worked, what evidence exists, and the scale of harm caused - so this is a case where getting a UAE-licensed lawyer involved early, on either side of the dispute, matters more than most.