UAE Securities & Commodities Law — Federal Decree-Laws No. 32 and 33 of 2025

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UAE Securities & Commodities Law — Federal Decree-Laws No. 32 and 33 of 2025
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Overview

The UAE Securities & Commodities Law underwent its most significant transformation in over two decades on 1 January 2026, when two new Decree-Laws came into force: the CMA Law and the Capital Markets Law. Together, they repealed Federal Law No. 4 of 2000 concerning the Emirates Securities and Commodities Authority and Market in its entirety, along with any conflicting provisions in existing legislation, replacing it with a comprehensive, statute-driven regime for onshore capital markets regulation.

The most visible change is institutional: the Securities and Commodities Authority (SCA) has been reconstituted as the Capital Market Authority (CMA). The CMA is the legal successor to the SCA and has assumed all of its rights, obligations, and existing contracts — every reference to the “Securities and Commodities Authority” in current UAE legislation is now deemed a reference to the “Capital Market Authority.” This is best understood not as a simple rebranding, but as a formal elevation of the capital markets function to a dedicated federal authority with an expanded mandate, closer in structure to peer international securities regulators.

Activities conducted exclusively within the UAE’s financial free zones (such as the DIFC and ADGM) remain outside the scope of the Capital Markets Law and the CMA’s authority, which continues to apply to onshore UAE capital markets.

Key Provisions Relating to the Regulator (CMA)

1. Institutional Reconstitution

The CMA Law formally reconstitutes the SCA as the Capital Market Authority — a federal public authority with its own legal personality, financial and administrative independence, and broad executive and regulatory powers, reporting directly to the UAE Cabinet.

2. Expanded Statutory Objectives

The CMA has been given a clearer statutory mandate, including protecting the integrity, fairness, and transparency of the capital market; developing and regulating the UAE capital market; supporting investor protection; and developing the UAE as a competitive, internationally reputable financial centre.

3. Broader Regulatory and Enforcement Powers

Compared to the previous SCA framework, the CMA has been vested with significantly broader powers, including the ability to regulate financial activities involving foreign issuers and foreign securities connected to the UAE, conduct inspections and investigations, and impose administrative sanctions.

4. Continuity of Existing Regulations

Federal Decree-Law No. 22 of 2020 (on the distribution of competencies and powers between the former SCA and licensed securities and commodities markets in the UAE) remains in full force and effect, together with its implementing resolutions, unless and until specifically replaced. Existing regulations issued under the former framework — including those relating to virtual assets under Cabinet Resolution No. 112 of 2022 — continue to apply to the extent they are not inconsistent with the new Decree-Laws.

Key Provisions Relating to Issuers, Investors, and Market Participants

1. Unified Statutory Prospectus Liability Regime

The Capital Markets Law introduces, for the first time, a unified statutory prospectus liability framework applicable to all issuers offering securities in the UAE. Under Article 29, statutory liability for the contents of a prospectus is explicitly imposed on the issuer’s board of directors — codifying an area that previously relied more heavily on market practice and interpretive guidance rather than a clear statutory basis.

2. Statutory Price Stabilisation Safe Harbour

The new law introduces a statutory safe harbour for price stabilisation activities, aligning the UAE more closely with established international practice (as seen, for example, in the UK and US capital markets). This provides issuers and underwriters with clearer legal protection when conducting legitimate post-offering price stabilisation activities.

3. Increased Penalties

The Capital Markets Law significantly increases both criminal and administrative penalties for violations of securities regulations — reflecting the CMA’s expanded enforcement mandate and a broader push toward stricter market discipline.

4. Recovery and Resolution Framework

The law introduces a recovery and resolution framework applicable to certain regulated market participants, intended to provide a structured mechanism for managing financial distress at licensed entities in a way that protects market stability and investor interests.

5. Delayed Disclosure of Inside Information

The Capital Markets Law provides a formal statutory mechanism permitting the delayed disclosure of inside information under specific conditions — a codified exception to the general principle of prompt market disclosure, intended to protect legitimate commercial interests (such as ongoing negotiations) without compromising overall market transparency.

6. Margin-Lending Priority Provisions

New statutory provisions address the priority of claims relating to margin lending, providing greater legal certainty for lenders and market participants engaged in margin-financed securities transactions.

7. Licensing and Ongoing Compliance

All organisations involved in securities activities in the UAE capital markets continue to require licensing and approval from the CMA. Licensed entities must meet capital adequacy requirements, governance standards, and operational risk management obligations, and remain subject to inspection, licence suspension, and other regulatory sanctions for non-compliance.

Key Provisions Relating to Companies and Public Offerings

  • Interaction with the Commercial Companies Law: The Capital Markets Law works alongside the amended Commercial Companies Law (Federal Decree-Law No. 32 of 2021, as amended by Federal Decree-Law No. 20 of 2025), which introduced expanded provisions for private placements. Companies planning a public offering, private placement, or capital restructuring should assess both frameworks together.
  • Scope Over Public Joint Stock Companies: The CMA continues to regulate public joint stock companies, private equity companies conducting relevant activities, securities listing and trading, corporate governance standards, and disclosure obligations for companies operating within its jurisdiction.
  • Free Zone Carve-Out: Businesses structured or operating exclusively within the DIFC or ADGM remain outside the scope of the Capital Markets Law and the CMA’s regulatory authority, and instead fall under the relevant financial free zone’s own securities and markets framework.
  • Virtual Assets: Regulatory competencies relating to virtual assets, delegated under Cabinet Resolution No. 112 of 2022, continue to apply alongside the new Decree-Laws, to the extent not inconsistent with them.

Frequently Asked Questions

What happened to the Securities and Commodities Authority (SCA)?

As of 1 January 2026, the SCA was formally reconstituted as the Capital Market Authority (CMA) under Federal Decree-Law No. 32 of 2025. The CMA is the legal successor to the SCA and has assumed all of its rights, obligations, and existing contracts.

Do I need to update references to the “SCA” in my company’s documents?

In principle, all legislative references to the “Securities and Commodities Authority” are now automatically deemed references to the “Capital Market Authority.” However, companies should review their own internal documents, licences, and contracts and update them for clarity and consistency where appropriate.

Does the new Capital Markets Law apply to DIFC or ADGM companies?

No. Activities conducted exclusively within the UAE’s financial free zones, including the DIFC and ADGM, remain outside the scope of the Capital Markets Law and the CMA’s regulatory authority.

Is there now clearer liability for prospectus errors or omissions?

Yes. The Capital Markets Law introduces a unified statutory prospectus liability regime for the first time, explicitly imposing liability for the prospectus on the issuer’s board of directors under Article 29.

Have penalties for securities violations increased?

Yes. The Capital Markets Law significantly increases both criminal and administrative penalties for violations, reflecting the CMA’s broader enforcement powers compared to the former SCA framework.

Are existing SCA regulations and licences still valid?

Yes, in general. Existing regulations, rules, and resolutions issued under the former framework continue to apply to the extent they are not inconsistent with the new Decree-Laws, until they are specifically replaced or repealed.

When Do You Need a Specialist Securities & Capital Markets Lawyer?

  • When planning a public offering, private placement, or securities listing on a UAE exchange and need to understand your obligations under the new prospectus liability regime.
  • When advising a board of directors on their statutory liability exposure in connection with a prospectus or public disclosure.
  • When structuring margin-lending arrangements or assessing priority of claims under the new statutory provisions.
  • When determining whether your business falls within the onshore CMA framework or the separate DIFC/ADGM securities regime.
  • When responding to a CMA inspection, investigation, or enforcement action.
  • When reviewing existing licences, governance structures, or disclosure practices for compliance with the new Decree-Laws.

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References

Content last updated: July 2026. This content is provided for general informational purposes only and does not replace specialist legal advice.

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