CMA Decision No. 29/CEO of 2024 · UAE Federal
Amending instrument that changes the Executive Controls for the Regulations Manual (CMA Decision No. 48/CEO of 2023). The CMA has consolidated its changes into the current text of the amended regulation and keeps this instrument in its archive of amending regulations.
Administrative Resolution No. (29/CEO) of 2024 replaces Article 3 of Administrative Resolution No. (48/CEO) of 2023, the executive controls for the Regulations Manual of the Financial Activities, which defines control of a CMA-licensed firm and sets the conditions for approving it. Issued in Arabic by the CMA Chief Executive on 8 May 2024, it takes effect on the day after publication in the Official Gazette; the consolidated English text of the 2023 resolution records it as in force on 1 June 2024.
Control means the ability to direct a company's management and policies and control its financial and operating policies, including control over the formation of the board or board of managers, the election of most of its members or senior management appointments, or holding stakes or shares carrying 30% or more of the voting rights. A licensed entity seeking to reach that limit over a company licensed by a comparable regulator, or over an unlicensed company, must keep meeting capital adequacy; show that neither it nor its board, senior management, managers or partners committed market-manipulation or AML/CFT violations in the last two years; not control an entity with a seat or branch in a country FATF classes as high risk; and obtain the other regulator's no-objection where that regulator has not signed the multilateral memorandum of understanding (MMOU), and its approval of the participation, each confirming cooperation with the CMA. A licensed entity controlling another must meet the same capital and clean-record conditions, and any other controller must have no seat in a high-risk country and must not harm the licensed firm, judged on its background and the fit-and-proper standards in Section Two of the Rulebook.
The CMA may refuse approval even where the conditions are met. The licensed entity and controller must obtain approval before increasing an approved control level and notify the CMA immediately if control falls below it.
CMA-licensed firms acquiring control of other companies, any person or licensed firm acquiring 30% or more of the voting rights in, or other control over, a CMA-licensed firm, and controlling partners or shareholders of licensed firms.
Arabic original text in 2 passages. Open the full text or jump to a provision:
| Article 1 (Article 3, First) | Defines control: directing management and policies, controlling the board or senior appointments, or owning stakes or shares with 30% or more of the voting rights in the company. |
| Article 1 (Article 3, Second/1) | Conditions for a licensed entity to control another company: continued capital adequacy, no market-manipulation or AML/CFT violations in two years, no FATF high-risk seat, and the foreign regulator's no-objection and approval with cooperation. |
| Article 1 (Article 3, Second/2) | Conditions for any person to control a licensed entity: a licensed controller meets the capital and clean-record tests; others must have no FATF high-risk seat and pass a background and fit-and-proper assessment. |
| Article 1 (Article 3, Second/3) | A controlling partner or shareholder seeking control of a further licensed entity must not harm either entity, assessed against fit-and-proper standards. |
| Article 1 (Article 3, Third and Fourth) | The CMA may grant or refuse approval in the public interest even where conditions are met; competition, control and acquisition legislation continues to apply. |
| Article 1 (Article 3, Fifth) | Prior CMA approval is needed before increasing an approved control level; the CMA must be notified immediately if control falls below the approved level. |
| Article 2 | Publication in the Official Gazette; in force from the day following publication. |
This is the test we apply when a client's transaction touches a CMA-licensed company: buying in, selling out, adding an investor or reorganising a group. We map post-deal voting and board rights against the 30% threshold, check the acquirer's jurisdictions against the FATF high-risk list, and build CMA approval into the closing timetable before any share transfer is registered. Afterwards we update the registers and UBO filings. The licensed firm files the approval application with its licensed advisers; we are not licensed by the CMA.
| Amends | CMA Decision No. 48/CEO of 2023 |
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