CMA Decision No. 16/R of 2014 · UAE Federal
Regulates the issuance, offering and listing of sukuk by obligors in the State: approval applications, register of sukuk, listing decisions, obligor obligations and the Authority’s powers.
Decision No. 16/R of 2014 regulates the issue and listing of sukuk in the UAE onshore market. Sukuk are defined as tradable instruments of equal value representing a share of ownership of an asset or group of assets, issued in accordance with Sharia; the obligor is the company that receives the funds raised, and the issuer is the entity that holds the asset (Article 1). The regulation applies to sukuk issued in the State or listed on a UAE market, but not to government sukuk (except for listing and trading rules if listed) or to sukuk that are neither publicly offered nor listed (Article 2). It was approved by the Board on 23 April 2014, took effect the day after publication (Article 28) and repealed Decision No. 93/R of 2005 on listing Islamic bonds (Article 27). Decision No. 13/Chairman of 2021 updated its definitions, replacing "arranger" with "issuance manager".
The regulation distinguishes retail sukuk, with a maximum unit value of AED 100,000 and offered by public subscription, from institutional sukuk, with a minimum unit value of AED 500,000 and not offered publicly (Article 1). Retail sukuk may be issued in the State only through public subscription and must be listed, and the obligor needs the Authority's approval before issuing or listing any sukuk (Article 3). For a primary listing of retail sukuk the obligor must be incorporated in the State outside the financial free zones (Article 4). Each issue must be approved by the obligor's Sharia committee, or one approved by the issuance manager, and total at least AED 10 million unless the Authority decides otherwise (Article 5). The obligor must file an approved prospectus, include conversion terms for convertible sukuk, enter into an agreement appointing a trustee to protect holders and appoint a UAE-licensed bank as paying agent (Article 6). Foreign and financial free zone listings use the dual listing route (Article 8). The Authority decides within five business days, silence meaning rejection, with an appeal within seven business days (Article 10). Proceeds may be used only for Sharia-compliant purposes, confirmed by the Sharia committee (Article 11).
Once listed, the obligor must disclose price-sensitive information immediately, file audited accounts within 180 days of year-end and pay annual fees (Article 17), with added announcement duties for retail sukuk (Article 18). The Authority may suspend or cancel listings (Articles 19 to 21), voluntary delisting needs 90 days' notice (Article 23), and breaches can lead to warnings, fines and suspension or cancellation (Article 25).
Obligors and issuers of sukuk offered to the public or listed on a UAE onshore securities market, including foreign and financial free zone obligors seeking dual listing, their Sharia committees, trustees, paying agents and issuance managers, and sukuk investors.
English official text in 28 articles. Open the full text or jump to a provision:
| Article 1 | Defines sukuk, obligor and issuer, and distinguishes retail sukuk (unit value up to AED 100,000, publicly offered) from institutional sukuk (unit value at least AED 500,000, not publicly offered). |
| Article 2 | Applies to issuing sukuk in the State and listing them; excludes government sukuk (save listing rules) and sukuk neither publicly offered nor listed. |
| Article 3 | Retail sukuk may be issued in the State only by public subscription and must be listed; the obligor needs the Authority's approval before issuing or listing any sukuk. |
| Articles 4–5 | For a primary listing of retail sukuk the obligor must be incorporated in the State outside the financial free zones; each issue needs Sharia committee approval and at least AED 10 million nominal value. |
| Article 6 | The obligor must file an approved prospectus, include conversion terms for convertible sukuk, appoint a trustee to protect holders, and appoint a UAE-licensed bank as paying agent. |
| Article 10 | The Authority decides within five business days of a complete application, silence meaning rejection; appeals to the chairman within seven business days, decided within fifteen. |
| Article 11 | Sukuk proceeds may be used only for purposes compliant with Islamic Sharia, as confirmed by the Sharia committee's approval. |
| Articles 17–18 | Listed obligors must disclose price-sensitive information immediately, file audited accounts within 180 days and pay annual fees; retail sukuk carry added announcement duties, including enforcement affecting over 10% of assets. |
| Articles 19–23 | Allow the Authority to suspend or cancel listings, cancel after six months' suspension, prohibit trading in suspended sukuk, and permit voluntary delisting on 90 days' notice. |
| Article 25 | Breaches may lead to a warning with an order to stop, a fine up to the legal maximum, or suspension or cancellation of the sukuk's listing. |
Article 25 allows the Authority to warn a violator and order it to stop the breach within a set time, impose a fine up to the maximum in the law and its regulations, or suspend or cancel the listing of the sukuk. Trading in suspended or cancelled sukuk is prohibited, and neither the Authority nor the market compensates losses caused by suspension or cancellation (Article 22).
Clients with Sharia-sensitive investors or lenders sometimes look at sukuk instead of conventional bonds. This regulation sets the onshore route: the retail and institutional split, the AED 10 million floor, a Sharia committee, a trustee and a UAE paying agent, and the requirement that a retail sukuk obligor seeking primary listing be incorporated onshore. Polaris is not licensed by the CMA and does not arrange or underwrite sukuk. We set up and administer the obligor and asset-holding entities, prepare the corporate approvals and asset transfer documentation, coordinate with the issuance manager, Sharia scholars and the paying agent bank, and keep UBO, AML and tax records in order.
| Cites | Former SCA Law · Civil Transactions Law 1985 (repealed) · Financial Free Zones Law |
“Cites” and “Cited by” are built automatically from references in the full texts held in this library; they cover only instruments in the library.
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