The UAE operates a dual-track capital markets system. Onshore (mainland UAE), the federal regulator is now the Capital Market Authority (CMA), which on 1 January 2026 succeeded the Securities and Commodities Authority (SCA) as legal successor to all of its rights, obligations and contracts, pursuant to Federal Decree-Law No. 32 of 2025 (the “CMA Law”) and Federal Decree-Law No. 33 of 2025 (the “Capital Markets Law”). These two decree-laws repealed Federal Law No. 4 of 2000 in its entirety and introduced a consolidated, statute-driven regime covering licensing, market conduct, disclosure, enforcement, and recovery and resolution of systemically important capital market institutions.

Onshore equities are traded on two exchanges: the Dubai Financial Market (DFM) and the Abu Dhabi Securities Exchange (ADX), which exercise delegated market and listing-admission functions under CMA supervision. Equity issuances by public joint stock companies (PJSCs) are additionally governed by the Federal Commercial Companies Law (Federal Decree-Law No. 32 of 2021, as amended by Federal Decree-Law No. 20 of 2025).

Within the financial free zones, two independent regulators apply English common-law-based frameworks: the Dubai Financial Services Authority (DFSA), which regulates the Dubai International Financial Centre (DIFC) and its exchange, Nasdaq Dubai; and the Financial Services Regulatory Authority (FSRA), which regulates Abu Dhabi Global Market (ADGM). Activities conducted exclusively within a financial free zone generally fall outside the CMA’s jurisdiction, but the Capital Markets Law expressly extends CMA oversight to any person — including free-zone entities — targeting clients onshore in the UAE, even where the relevant activity is conducted from outside the UAE or from within a financial free zone.

Debt capital markets in the UAE are governed by the same institutional architecture as equities, with some sector-specific features. Onshore, conventional bonds and sukuk issued by PJSCs or the Federal/local governments may be listed on the DFM or ADX under CMA-approved listing rules (the ADX Operational Rules Booklet and the equivalent DFM rules), which impose specific disclosure conditions for debt securities and sukuk (including prospectus content, subscription terms and redemption/reduction events).

The DIFC — through the DFSA and Nasdaq Dubai — remains the region’s leading venue for international bond and sukuk issuance, benefitting from a streamlined DFSA prospectus-approval process aligned with European listing standards and timelines, and from Nasdaq Dubai’s central securities depository. The DFSA has for some years operated dedicated green/sustainable bond and sukuk guidelines (first published in 2018) and has periodically waived listing fees for ESG-labelled issuances.

The Capital Markets Law now overlays a unified statutory prospectus-related disclosure regime across debt as well as equity issuances, and clarifies that its scope extends to foreign issuers and foreign securities dealt with onshore, even where issued or listed abroad.

The DFM and ADX exercise delegated market functions — including trading, listing-admission standards and day-to-day disclosure monitoring — under the overarching supervisory authority of the CMA, which retains primary rule-making power (prospectus approval, corporate governance codes, market-abuse enforcement) and the more significant sanctioning powers, including administrative fines and referral for criminal prosecution.

Within the DIFC, Nasdaq Dubai similarly operates an Admission and Disclosure Standards regime for admission to trading that sits alongside, and is subordinate to, the DFSA’s Official List and Markets Rules — a company must obtain DFSA admission to the Official List before Nasdaq Dubai will admit its securities to trading.

Compared to jurisdictions with a strong SRO tradition (e.g., FINRA in the US), the exchanges’ delegated powers are relatively modest: the CMA/DFSA remain the dominant regulatory voice, particularly following the Capital Markets Law’s expansion of CMA enforcement powers and its removal of the prior cap on exchange-level fines.

Onshore, only PJSCs may make a public offering of securities, and any public subscription invitation requires CMA approval and a compliant prospectus. Federal Decree-Law No. 20 of 2025 (amending the Commercial Companies Law) newly permits private joint stock companies (PrJSCs) to raise capital via private placement on UAE financial markets, without a full public-offering prospectus, subject to conditions to be set by the CMA — the detailed implementing regulations (investor eligibility, disclosure, procedure) had not yet been issued as of mid-2026, so market practice remains cautious pending their publication.

Within the DIFC, the DFSA’s Markets Rules provide several established exempt-offer categories that avoid the need for a full DFSA-registered prospectus: offers to fewer than 50 persons in any 12-month period (excluding non-natural-person professional clients); offers with a minimum consideration of at least USD 100,000 per investor; offers with aggregate consideration below USD 100,000 over 12 months; and offers made exclusively to professional clients. Equivalent “professional investor” and private-placement exemptions exist in the ADGM/FSRA framework.

The Capital Markets Law (Federal Decree-Law No. 33 of 2025) materially expands and codifies the UAE’s federal market-abuse regime, moving it beyond the more principles-based approach of the former SCA rulebook. It expressly prohibits both direct and indirect dealing in securities by any person in possession of inside information, disclosure of inside information to third parties, exploitation of client order information, market manipulation (including dissemination of false or misleading statements and circulation of rumours capable of moving prices), and facilitation of fraudulent transactions.

Sanctions are significant: Article 71 prescribes criminal penalties, including imprisonment of not less than one year, for offences including trading on inside information and providing false information to the CMA, together with substantial fines; supplementary penalties can include board disqualification of up to five years, licence revocation and confiscation of proceeds. The official English text of Article 71 states imprisonment of not less than one year and a fine of not less than AED 50,000 and not more than AED 250,000,000, or either penalty.

Separately, Article 65 caps the CMA’s general administrative fine at AED 200 million.

To manage this exposure, UAE-listed issuers typically maintain: (i) an insider list and controlled-access protocols for material non-public information; (ii) trading blackout/closed periods around results announcements and other price-sensitive events for directors, officers and connected persons, aligned with the CMA Corporate Governance Code’s dealing-disclosure requirements; (iii) pre-clearance procedures for director/officer dealing, with disclosure to the exchange within the prescribed period (commonly within five business days); (iv) a documented disclosure committee and continuous-disclosure policy, including the statutory mechanism under Article 33(2) permitting an issuer to delay disclosure of inside information where it has reasonable grounds to believe immediate disclosure would cause serious harm to its interests, subject to the applicable controls; and (v) periodic staff training and a whistleblowing channel.

Article 29 of the Capital Markets Law introduces, in codified statutory form, a unified prospectus accountability regime applicable to all UAE issuers, placing responsibility for the accuracy, completeness and truthfulness of offering documents on the issuer’s board, senior management and advisers. Depending on the facts, this may give rise to regulatory, civil and criminal exposure for materially misleading statements or deliberate omissions in offering materials — commentators describe this as a firmer statutory footing than the prior regime, which relied more heavily on Commercial Companies Law provisions (Articles 352 and 354, which separately criminalise unlawful securities issuance and misuse or unlawful disclosure of confidential offering information by advisers, underwriters and other offering participants) and exchange rules.

Regulatory sanctions available to the CMA span a graduated scale: administrative fines (capped at AED 200 million under Article 65 for general contraventions), suspension or revocation of licences/approvals, trading halts or nullification of transactions in exceptional circumstances, director disqualification, and referral for criminal prosecution, with criminal penalties under Article 71 for the most serious offences (unlicensed activity, false or misleading prospectus content, market abuse, providing false information to the CMA). The official English text of Article 71 states imprisonment of not less than one year and a fine of not less than AED 50,000 and not more than AED 250,000,000, or either penalty.

The CMA’s own investor-protection framework sets out a graduated set of shareholder rights tied to specific ownership thresholds. Shareholders holding 20% or more of a PJSC’s share capital may request that a general meeting be called, with the board required to convene it within a short statutory period (commonly cited as five days); shareholders holding 10% or more may request an extraordinary general meeting to consider a special resolution; shareholders holding 5% or more may request that a specific item be added to the agenda ahead of a meeting (a 10% threshold applies if the request is made during the meeting itself); and shareholders holding 5% or more may request suspension of a resolution they consider detrimental to shareholder interests, with recourse to the CMA and/or the courts if the board does not act.

In the takeover/control context, minority shareholders holding at least 3% of a PJSC’s capital have a statutory sell-out right entitling them to require an acquirer that has reached the 90%-plus-one-share threshold to purchase their shares on comparable terms. Beyond these statutory mechanisms, shareholders’ agreements and constitutional documents (memorandum and articles of association) are commonly used to layer in additional contractual protections, enforceable by the UAE onshore courts as between the contracting parties, though third-party enforceability generally requires incorporation into the company’s memorandum of association.

There is no developed body of UAE case law establishing broader minority-shareholder protections by judicial precedent, given the civil-law, non-binding-precedent character of the onshore courts. Companies incorporated in the DIFC or ADGM benefit from the common-law derivative-action and unfair-prejudice-style remedies available under those free zones’ companies laws (modelled on the UK Companies Act) and are subject to the DIFC Courts or ADGM Courts.

For onshore bonds and sukuk, remedies are principally contractual, set out in the terms and conditions of the instrument and any related trust deed/agency agreement, and typically include acceleration/events-of-default provisions, cross-default clauses and, in secured or asset-backed structures, direct recourse to security. Where CMA/ADX/DFM listing rules apply, issuers face continuing disclosure obligations (including notification of any modification to the prospectus or terms of subscription, and any reduction, redemption or default event), giving holders an early-warning mechanism and grounds for regulatory complaint in the event of non-disclosure.

In the DIFC, Nasdaq Dubai-listed bonds and sukuk commonly appoint a DFSA-regulated trustee or agent to represent bondholders collectively, monitor covenant compliance, call bondholder meetings and, on default, enforce rights on behalf of the holder class. Ultimate enforcement recourse sits with the DIFC Courts (for DIFC-law-governed instruments) or the onshore UAE courts (for instruments governed by UAE law), and, in insolvency, under the applicable UAE Bankruptcy Law or DIFC insolvency regime, as relevant.

After a marked slowdown in 2025 — UAE IPOs raised approximately USD 1.1 billion across three listings, down from roughly USD 6 billion in 2024 and a 2022 peak of around USD 12 billion, with high-profile withdrawals including Etihad Airways’ planned listing — market commentary points to a measured recovery in 2026, with analysts anticipating in the region of 9–12 UAE listings, concentrated in real estate, logistics, utilities and technology.

Structurally, the Capital Markets Law is expected to support this recovery: the statutory price-stabilisation safe harbour (Article 37(2)) is intended to remove a prior legal ambiguity around stabilisation activity, and the codified prospectus and market-abuse framework is intended to strengthen institutional and foreign-investor confidence. The continued availability of the ADGM/DIFC holding-company listing route — allowing free-zone-incorporated companies to list on the DFM or ADX without converting to a PJSC, as used by Fertiglobe, Americana, Investcorp Capital, Spinneys, LuLu and Talabat — is expected to remain a significant channel, particularly for private-equity-backed issuers.

On the debt side, Nasdaq Dubai’s continued position as a leading regional venue for US-dollar and all-currency ESG sukuk, together with sustained government and corporate financing needs, points to continued steady sukuk and bond issuance, though this is more sensitive to global interest-rate and oil-price developments than the equity pipeline.

Requirements vary materially by market and segment, but a standard IPO on ADX or DFM typically requires: audited financial statements for a minimum of two fiscal years; a track record of profitability; shareholder equity not less than paid-up capital; a minimum public free float (commentary generally references at least 20–25% of share capital, subject to possible waiver where sufficient free float otherwise exists); and a minimum shareholder base (approximately 100 investors is commonly cited at listing). The process runs through a board resolution, CMA registration and prospectus approval, and exchange admission.

A simplified route exists for free-zone-incorporated companies (including ADGM and DIFC entities with a cooperation arrangement with the CMA), which can list on ADX either by IPO or direct listing without re-domiciling onshore, subject to conditions including a minimum paid-up capital, a minimum track record of independent, profitable operation, and a specified free-float range. ADX’s Second Market (Growth Market) offers a lighter-touch regime for private joint stock companies and SMEs. Nasdaq Dubai (DIFC), regulated by the DFSA, applies its own Admission and Disclosure Standards alongside DFSA prospectus approval and accepts both UAE and foreign issuers.

On costs and timelines: market practice generally points to a multi-month preparation-to-listing timeline (commentary ranges from roughly 4–9 months for a standard domestic IPO up to 12–18 months for more complex, internationally-marketed, PE-backed offerings), with all-in costs (legal, accounting, underwriting, listing and advisory fees) varying considerably by deal size and complexity. These figures should be treated as indicative only — current fee schedules should be checked directly against the live ADX, DFM and Nasdaq Dubai published tariffs before being quoted to a client.

The onshore framework has moved toward permitting differentiated share rights, though the position for already-listed PJSCs remains constrained rather than freely available. Federal Decree-Law No. 20 of 2025 (amending the Commercial Companies Law) for the first time allows limited liability companies to issue multiple classes of shares with differing economic, voting, redemption and dividend/liquidation-priority rights, and separately preserves the ability of PJSCs to issue different share classes under Article 208 — but this remains subject to Cabinet-level secondary legislation and CMA rules that had not been fully issued as of mid-2026. PJSC shares otherwise start from a position of equal rights, and any departure from that baseline needs to be tested against the specific Cabinet decision once issued, as well as ADX/DFM listing-rule compatibility.

The amendment also gives statutory recognition to drag-along and tag-along rights, which can be embedded in constitutional documents. Within the DIFC and ADGM, whose companies regimes are modelled on the UK Companies Act, multiple share classes (including non-voting, weighted-voting and preference shares) are well-established and commonly used by PE-backed holding companies ahead of listing.

Reserved special rights commonly seen post-IPO in the region include founder/sponsor board-nomination rights, veto rights over specified reserved matters, and continuing pre-emption or anti-dilution rights, generally implemented through the articles of association and, where third-party enforceability is required, filed with the relevant registrar.

Onshore minority protection rests on a combination of statutory rights and corporate-governance requirements. As set out on the CMA’s own investor-protection page, statutory rights include the 20% general-meeting-requisition right, the 10% right to call an EGM for a special resolution, the 5%/10% agenda-item rights (before/during a meeting, respectively), the 5% right to request suspension of a detrimental resolution, and the 3% takeover-context sell-out right described at Question 13.

Governance-level protections under the CMA Corporate Governance Code (as most recently amended, including reforms effective 26 August 2025 and under Board Decision No. 2/RM of 2024) require a majority of non-executive directors, at least one-third independent directors, an audit committee (with a majority independent membership and at least one financial expert), and restrictions on related-party transactions — transactions exceeding 5% of share capital require general assembly approval (with the related party excluded from voting) and an independent valuation.

The Governance Code also requires disclosure of material shareholding changes and equal treatment of local and foreign investors, and (following the 2025 reform) enhanced safeguards — including a dedicated, fully independent governance committee and a shareholder special resolution — where a company elects to combine the roles of Chairman and CEO. In the DIFC and ADGM, minority shareholders additionally benefit from common-law-style remedies (unfair prejudice petitions, derivative claims) enforceable through the DIFC Courts or ADGM Courts respectively.

Yes. The onshore takeover regime is set out primarily in Article 299 of the Commercial Companies Law, SCA/CMA Resolution No. 18/R.M of 2017 (the M&A Rules for public joint stock companies) and Federal Administrative Decision No. 62/RT/2017. The regime covers mandatory offer thresholds (commentary generally references a 30%-plus-one-share trigger), concert-party aggregation, offer timelines, minimum pricing rules, confidentiality and dealing restrictions, competing-offer mechanics (a competing bid must be on materially better terms and requires CMA approval), and break-up fees (capped at 2% of the offer value).

The regime does provide for squeeze-out: an acquirer that reaches 90% plus one share of a listed PJSC’s capital may apply to the CMA to compel remaining minority shareholders to sell (a “mandatory acquisition”), completed seven days after a 60-day offer period absent a court-ordered suspension; minority shareholders retain a right to object to the courts, though this does not automatically suspend the process. Conversely, minority holders of at least 3% enjoy a reciprocal sell-out right once the 90%-plus-one-share threshold is reached. The articles of association of the target PJSC must permit the mandatory-acquisition mechanism for it to be validly invoked.

In practice, formal mandatory tender offers have historically been rare in the UAE, though several squeeze-out transactions involving listed real-estate PJSCs have recently been completed successfully.

Transactions typically requiring CMA and/or exchange approval or disclosure include: mergers, acquisitions and tender offers under the M&A Rules described above; related-party transactions exceeding 5% of share capital; capital increases and reductions; share buy-backs; conversions of legal form (e.g., LLC to PJSC, simplified under the 2025 CCL amendment); delisting or voluntary deregistration; and any change to the board of directors or executive management, each of which must be notified to the exchange as soon as it occurs.

Material events capable of affecting the share price also trigger immediate continuous-disclosure obligations, and shareholding changes crossing material thresholds must be disclosed by the relevant substantial shareholder. Systemically important CMA-regulated institutions are additionally subject to the recovery and resolution regime, under which structural changes, mergers or management changes may be directed by the CMA in early-intervention or resolution scenarios.

Under the CMA Corporate Governance Code, “related parties” encompass the chairman and board members, senior executives and their close relatives, employees, and any entity in which such persons (or, following the 2024 amendments, the company’s parent company) hold a significant interest or exercise control. This definition was broadened in the January 2024 amendments to capture parent-company relationships that had previously fallen outside the definition.

The approval mechanism is tiered by transaction size: related-party transactions below 5% of share capital generally require board approval (with the interested director recused); transactions at or above 5% require general assembly approval, with the related party excluded from voting on the resolution, together with an independent valuation and confirmation that the transaction is conducted at arm’s length and in the best interests of shareholders. Groups of companies are expected to maintain a group-wide governance framework applying these rules consistently across subsidiaries.

Substantial shareholders must disclose their holding to the company, exchange and regulator, and must further disclose when their holding crosses successive materiality thresholds — the precise increments (e.g., whether disclosure is triggered at each additional percentage point above an initial 5% threshold, or only at specified bands) should be confirmed against the current CMA/exchange disclosure rules in force at the time of advice, as sources are not fully consistent on this point. Directors, officers and their affiliates must separately report their own trades within the prescribed period (commonly cited as within five business days of the transaction).

Controlling shareholders and their affiliated entities are subject to the related-party transaction regime described above whenever they transact with the company, are barred from voting their shares on resolutions approving such transactions once the 5% threshold is crossed, and (where they hold board representation) are subject to the Governance Code’s conflict-of-interest and disclosure rules. A PJSC’s founding shareholders are also subject to a statutory lock-up (historically one year from registration, though the 2025 CCL amendment removed the previous statutory ceiling on any Ministry of Economy-set extension and disapplies the lock-up where shares were offered by private placement and subsequently listed on a UAE market). Where a controlling shareholder’s stake triggers the takeover regime, the mandatory offer and squeeze-out/sell-out mechanisms described at Question 13 apply.

Under the Commercial Companies Law and the Governance Code, general-assembly (ordinary or special-resolution, as applicable) approval is generally required for: amendments to the memorandum/articles of association; increases or decreases in share capital; issuance of new share classes (subject to the applicable Cabinet decision); mergers, de-mergers, conversions and dissolutions; approval of annual financial statements and dividend distributions; appointment, re-election and removal of board members and the external auditor; approval of related-party transactions at or above the 5% threshold; and — following the 2025 Governance Code reform — approval by special resolution (with a supporting justification study) of any arrangement combining the roles of Chairman and CEO.

Additional shareholder approval requirements apply in the takeover context (where the target’s articles must expressly permit the mandatory-acquisition/squeeze-out mechanism) and in connection with systemically important institutions subject to CMA-directed recovery planning.

Yes. The CMA Corporate Governance Code requires PJSCs to maintain a board with a majority of non-executive directors and at least one-third independent directors (a composition requirement tightened in the January 2024 amendments). Independence is generally defined by reference to the absence of a material relationship with the company, its management or its major shareholders. Permanent board committees (audit, nomination, remuneration) are generally expected to be composed of independent directors, and the audit committee specifically is expected to include at least three members, a majority independent, with at least one member having relevant financial/accounting expertise; the audit committee chair is generally expected not to also chair the full board.

Where a company elects (as permitted from August 2025) to combine the Chairman and CEO roles, enhanced independence requirements apply, including formation of a dedicated, predominantly independent governance committee to oversee the CEO’s performance, with the Chairman recused from that committee’s deliberations.

A prospectus for an onshore IPO must generally include audited financial statements for the two (in practice, often three) financial years preceding the offering, together with evidence of profitability in the relevant periods. Financial statements are prepared in accordance with IFRS (International Financial Reporting Standards), consistent with the CMA Corporate Governance Code’s requirement for an independent, CMA-registered external auditor.

Listed companies must publish quarterly reviewed financial statements within 45 days of the quarter end, and annual audited financial statements / annual report within 90 days, of the year end under ADX rules. It is  subject to the relevant market rules.

The precise “staleness” cut-off applicable to prospectus financial statements (the maximum permitted age of the most recent audited/interim accounts at the time of publication) should be verified against the CMA’s current prospectus regulations before finalising any client-facing advice, particularly once the CMA’s implementing regulations for the Capital Markets Law are issued.

ESG requirements entered the mainstream UAE listed-company framework via the SCA’s “Guide to Institutional Discipline Standards and Governance of Public Joint-Stock Companies” (approved December 2019), which incorporated ESG-related standards into the corporate governance regime, and via ADX’s requirement that the integrated annual report include a standalone sustainability report alongside financial statements and the governance report, published within 90 days of year-end.

In the DIFC, the DFSA has published best-practice guidelines for green bonds and sukuk since 2018 and has periodically waived DFSA regulatory fees for ESG-labelled bond and sukuk issuances (green, social, sustainable, sustainability-linked, climate, climate-adaptation or climate-transition instruments), which has supported Nasdaq Dubai’s position as one of the leading global venues for ESG sukuk listings.

Looking ahead, ESG disclosure requirements are widely expected to tighten further as part of the broader 2025–2026 legislative modernisation programme, and regional commentary notes that stronger internal controls, governance and sustainability reporting are viewed by market participants as supportive of widening the foreign institutional investor base in UAE and wider-Gulf IPOs.

Yes, particularly for international bond and sukuk issuances listed on Nasdaq Dubai. The DIFC’s common-law framework supports the appointment of a DFSA-regulated trustee or security/delegate trustee to represent the collective interests of bondholders/sukuk-holders. Onshore issuances more commonly use a fiscal/paying agent structure or a facility/security agent, reflecting the UAE’s civil-law tradition, although trust-like arrangements can still be structured, particularly where DIFC law is chosen as the governing law.

Typical trustee duties include: holding the benefit of covenants and, where applicable, security on trust for the holders as a class; monitoring compliance with financial and informational covenants; convening and chairing bondholder/sukuk-holder meetings (including for consent solicitations, waivers and restructuring proposals); determining and (where empowered) declaring events of default; and enforcing rights and, in default, taking possession of or realising security on behalf of the holder class.

The most commonly seen credit enhancement in the UAE market is a parent or group guarantee, frequently used where an operating subsidiary or special-purpose issuing vehicle lacks a standalone credit profile sufficient to access the market on acceptable terms; bank-issued letters of credit or standby facilities are also used, particularly for smaller or first-time issuers. Keep-well agreements/deeds appear less frequently onshore than in some other emerging markets, but remain a recognised structuring tool.

For sukuk specifically, the Sharia-compliant analogue to a guarantee is typically a purchase undertaking or liquidity facility from the originator/obligor, and the enhancement structure must be reviewed and approved by the transaction’s Sharia board.

Key factors driving the choice of structure include: the desired rating uplift relative to its cost; whether the enhancement provider’s own credit and disclosure obligations are triggered; Sharia-compliance requirements for sukuk; the governing law and enforceability of the enhancement; and rating-agency methodology for the specific enhancement type. This answer reflects general regional market practice; we would recommend supplementing it with the firm’s own recent sukuk/bond deal experience before final submission.

International-standard bond and sukuk documentation issued out of the UAE (particularly DIFC/Nasdaq Dubai-listed instruments marketed to international investors) typically includes the covenant package familiar from English and New York-law markets: negative pledge; limitation on indebtedness/leverage covenants; interest-coverage or debt-service-coverage tests; restrictions on disposals of material assets; dividend/distribution restrictions; cross-default and cross-acceleration provisions; and change-of-control put options.

Onshore, purely domestic sukuk and bond issuances have historically featured a lighter covenant package, reflecting a market still dominated by government-related and investment-grade corporate issuers, though this is expected to evolve as the investor base broadens and as more sub-investment-grade or first-time issuers access the market.

The UAE currently applies a 0% withholding tax rate on UAE-sourced income (including interest) paid to non-resident persons under Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses. As a result, an issuer paying interest or profit distributions on UAE debt securities or sukuk to non-resident holders is not, at present, required to withhold UAE tax from such payments; the corporate tax law also provides that withholding tax does not apply to payments between UAE-resident persons.

Because the applicable rate is 0% rather than an outright statutory exemption, the position could in principle be varied by a future Cabinet/Ministerial decision, so this should be monitored. Issuers/arrangers should also separately consider the corporate tax position of the issuer itself (a 9% headline rate applies above the AED 375,000 threshold, subject to free-zone qualifying-income rules) and the tax treatment in the investor’s home jurisdiction, which is unaffected by the UAE’s own 0% withholding rate.

Onshore, an issuer wishing to list debt securities or sukuk on ADX or DFM must submit a listing application together with the CMA-approved prospectus and supporting documentation, addressing matters such as the terms of the securities/sukuk and any modification to the prospectus or subscription terms. In the DIFC, Nasdaq Dubai/DFSA operate a streamlined listing framework benchmarked to European timelines and prospectus-content standards, with DFSA approval of the prospectus as a condition to admission to the Official List.

Continuing obligations common to both regimes include: prompt notification of any amendment to the prospectus or terms and conditions; disclosure of any reduction in nominal value or partial redemption; disclosure of material events affecting the issuer’s ability to service the debt (including rating changes, where applicable); and periodic financial reporting consistent with the issuer’s status as a listed entity.

Foreign issuers may list on ADX or DFM, subject to supplementary conditions historically imposed by the CMA/SCA, including that the issuer complies with the securities laws of its home jurisdiction, is organised in a form broadly equivalent to a PJSC, and is already listed on its home market. Free-zone-incorporated companies (ADGM/DIFC), and foreign-jurisdiction free zone companies with a cooperation agreement with the CMA, benefit from a dedicated pathway onto ADX without the need to convert into an onshore PJSC. Nasdaq Dubai in the DIFC is explicitly open to foreign issuers, alongside DIFC-incorporated companies.

A significant recent development is the Capital Markets Law’s express extension of CMA jurisdiction to foreign issuers and foreign securities dealt with in the UAE, and to any person targeting UAE clients even where the relevant activity is conducted from outside the UAE or from within a financial free zone. In practical terms, this brings foreign issuers marketing securities to onshore UAE investors within the same market-abuse, disclosure and enforcement perimeter as domestic issuers, even where their primary listing sits elsewhere — a materially more assertive extraterritorial posture than existed under the former SCA regime.

Beyond this expanded perimeter, foreign issuers generally face broadly comparable ongoing disclosure obligations to domestic issuers once listed, though the specific compliance burden can vary depending on whether the issuer is dual-listed and subject to overlapping home-jurisdiction requirements.

Public markets remain a genuinely viable exit route for the right profile of asset. The listing of Talabat, Spinneys, LuLu Retail, Investcorp Capital, Americana and, earlier, Fertiglobe has established the ADGM/DIFC holding-company route — under which a fund incorporates a new holding company in ADGM or DIFC, transfers the portfolio company into it, and lists the holding company’s shares on ADX or DFM without the underlying operating company needing to convert to a UAE PJSC — as standard market practice for sponsor-backed exits.

The Capital Markets Law reinforces this route by codifying a price-stabilisation safe harbour and a more predictable prospectus and market-abuse regime, intended to support institutional investor confidence in sponsor-backed offerings.

That said, 2025 saw a marked slowdown in UAE IPO volumes (approximately USD 1.1 billion raised versus USD 6 billion in 2024), some high-profile withdrawals, and mixed post-listing share-price performance for certain large 2024 offerings, which has made investors and issuers alike more selective. Trade sales and secondary buy-outs therefore remain important complementary exit routes alongside IPOs, and funds preparing a portfolio company for a public listing should expect a 12–18-month preparation runway and continue to build in optionality for a dual-track process.

Both, simultaneously. On the expansion side, the CMA reforms widen the regulatory perimeter and enforcement toolkit: extraterritorial reach over activities targeting UAE clients from abroad or from free zones; a codified market-abuse and prospectus regime with materially increased penalties; a new recovery and resolution regime for systemically important institutions; and bringing virtual assets used for investment purposes within the federal “Financial Product” perimeter, including a requirement that no virtual asset be traded onshore unless admitted to a CMA official list via a CMA-licensed platform — CMA Decision No. 4/R.M/2026 replaced the prior federal virtual-asset framework with an eight-category licensing regime in February 2026.

On the simplification side, the same reform package introduces a new private-placement pathway for PrJSCs, a statutory safe harbour for price stabilisation, simplified conversion of LLCs to joint stock companies, a corporate re-domiciliation framework, and continued use of the ADGM/DIFC holding-company route for listing free-zone entities on ADX/DFM without onshore conversion.

Recent initiatives worth flagging specifically include: the January 2026 CMA/Capital Markets Law reforms themselves; the October 2025 Commercial Companies Law amendments; the August 2025 and January 2024 Corporate Governance Code reforms; and the February 2026 CMA virtual-asset licensing overhaul together with the SCA’s 2025 resolution separating security/commodity-contract tokens from real-world-asset tokens. Taken together, the direction of travel is toward a more assertive, better-resourced regulator, paired with targeted deregulation intended to widen the range of issuers and instruments that can access UAE capital markets.

Yes, and the UAE now has a multi-regulator framework for crypto and real-world-asset (RWA) tokenisation spanning several regulators. At the federal level, the Capital Markets Law brings virtual assets used for investment purposes within the definition of “Financial Product,” and prohibits trading any virtual asset onshore unless it has been admitted to an official list maintained by a CMA-licensed platform operator and registered with the CMA. In February 2026, CMA Decision No. 4/R.M/2026 replaced the prior federal virtual-asset framework with a new rulebook expanding regulated virtual-asset activities to eight licensed categories, with federal-level broker/exchange licensing for tokenised assets.

Separately, the SCA’s Resolution No. 15/Chairman of 2025 addressed the tokenisation of securities and commodity contracts specifically, integrating them into UAE federal capital markets law; RWA tokens more generally — unless the underlying asset is itself a security — fall to Dubai’s Virtual Assets Regulatory Authority (VARA) under its dedicated Asset-Referenced Virtual Asset (ARVA) category, or to the free-zone regulators. Within the DIFC, the DFSA operates a 2025 tokenisation regulatory sandbox for tokenised equities, sukuk and fund units; ADGM’s FSRA has maintained a digital-securities framework since 2018; and the Central Bank of the UAE separately regulates AED-referenced payment tokens/stablecoins.

The practical consequence for capital markets practitioners is jurisdictional complexity: which of the CMA, VARA, DFSA or FSRA regime applies turns on where the issuer/platform is incorporated, how the token is classified, and whether the relevant activity targets onshore UAE clients — a fact pattern that increasingly needs to be worked through at the structuring stage of any tokenisation or digital-securities project.