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The UAE has introduced a significant overhaul of its capital markets framework through the issuance of Federal Decree-Law No. 32 of 2025 on the Capital Market Authority and Federal Decree-Law No. 33 of 2025 concerning the Regulation of Capital Markets (together, the "Federal Laws").
Following on from the recent major amendments to key legislative frameworks, including amendments introduced to Federal Decree-Law No. 32 of 2021 on Commercial Companies, together the Federal Laws replace the existing legislative regime and mark a decisive shift towards a more consolidated, enforcement-focused, and modernised, internationally aligned approach to capital markets regulation. A notable feature of the reforms is the formal renaming of the Securities and Commodities Authority ("SCA") as the Capital Market Authority ("CMA"), reflecting an expanded mandate and a renewed focus on capital markets oversight.
The new framework came into force on 01 January 2026 and is expected to be implemented progressively, with further clarity to emerge through executive regulations and regulatory practice. While the headline reforms are clear, how certain provisions will be applied in practice will be closely watched by issuers, intermediaries, and investors alike.
Relevance
The new framework is relevant to a broad range of market participants, including:
- Listed companies and businesses considering an IPO in the UAE
- Banks and financial institutions involved in underwriting, placement, and advisory roles
- Asset managers and funds active in public and private capital raisings
- Family-owned and founder-led groups exploring capital markets as a funding or exit option
- Boards, senior management, legal, compliance, and finance teams
The reforms are particularly relevant for companies engaging in capital markets activity that involves UAE investors or UAE markets, including companies with cross-border capital markets ambitions, as the updated framework aims to align more closely with international regulatory standards while reinforcing local oversight and enforcement.
Key Issues and Practical Considerations
Expanded regulatory powers and governance of the CMA
Federal Decree-Law No. 32 of 2025 introduced a regulatory transition from SCA to CMA, reshaping the role, authority, and governance of the CMA. The CMA is granted broader supervisory and enforcement powers, enhanced independence, and greater flexibility in regulating market participants. This includes strengthened investigative powers and the ability to impose a wider range of administrative measures and sanctions.
A consolidated statutory capital markets regime with a broader scope
Federal Decree-Law No. 33 of 2025 (the "New CMA Law") introduces a comprehensive and unified approach to regulating capital markets activities. The law brings together rules relating to regulated securities, offerings, market conduct, and licensing within a single statute. Its scope extends beyond traditional listed company activity to unlisted companies as well, and is relevant to a wider range of capital raising transactions, including certain private placements, and activities directed at UAE investors.
Enhanced disclosure and transparency obligations
The new capital markets framework places disclosure at the centre of the regulatory regime. Prospectus requirements and related liability are addressed directly in the legislation rather than being derived, as was sometimes the case, primarily from precedent and guidance.
The New CMA Law also expressly allocates ongoing disclosure responsibility by reference to listing status, requiring certain disclosures to be submitted to the CMA where securities are unlisted, and to the relevant market where they are listed. This is relevant not only for IPOs but also for secondary offerings, private placements and other capital raising exercises.
Price stabilisation certainty
The New CMA Law addresses certain areas of uncertainty that have historically affected UAE capital markets transactions. In particular, price stabilisation activity carried out in accordance with CMA rules is expressly recognised, providing helpful clarity for issuing banks and stabilisation managers in the context of IPOs.
Market conduct and investor protection
The framework strengthens the regulation of market conduct, including insider trading, market manipulation, and misleading disclosures. The focus on investor protection is consistent with international best practice, and coupled with the CMA's expanded powers, this is likely to result in closer scrutiny of issuer conduct and compliance arrangements, particularly for listed and IPO-ready companies.
Implementation considerations and evolving practice
While the laws set out a clear direction of travel, as with any new legislative regime, market practice will continue to evolve and a number of provisions will require further interpretation once executive regulations are issued and enforcement practice develops. Market participants should therefore monitor developments closely and consider the implications of the new framework for their operations and transaction planning.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
