Former Disclosure and Transparency Regulations

Board regulations on disclosure and transparency for listed companies and insiders, amended many times and now listed by the CMA among superseded regulations.

Summary

Decision No. 3/R of 2000 contained the Authority's regulations on disclosure and transparency for UAE listed companies, their substantial shareholders, directors and insiders, and the markets. It was issued on 29 October 2000 and took effect on publication in the Official Gazette (Article 40). It was amended many times between 2004 and 2019, including by Decisions No. 75/R of 2004, No. 5/R of 2008, No. 31 of 2012, No. 18 and No. 21 of 2015 and No. 33/R.M of 2019 (which added a definition of material information from 1 December 2019). The CMA now lists it among superseded regulations; from 1 January 2026 disclosure of transactions and material information is governed by Federal Decree-Law No. 33 of 2025 and the CMA's current rules.

Its main rules were: anyone whose holding, alone or with minor children or an associated group, reached 5% of a listed company, or 10% of its parent, subsidiary, sister or affiliate company, had to notify the market immediately and then disclose each further 1% change (Article 3). Only public shareholding companies could make public offers, and no public offer advertisement could be published in the UAE without Authority approval (Article 4). Cross-holdings between two independent public shareholding companies were capped at 10% (Article 5). Anyone intending to reach 30% of a listed company had to notify the Authority before placing the order, and the Authority could block it (Article 6). Banks needed Central Bank approval before acquiring 5% (Article 7). Article 36 required listed companies to file preliminary results within 45 days of year end, reviewed quarterly and semi-annual reports within 45 days, audited annual reports within 90 days under IFRS in Arabic and English, advance notice of price-sensitive board meetings and immediate release of board and general assembly decisions. Articles 37 to 39 repeated the criminal penalties of Federal Law No. 4 of 2000 and allowed administrative fines up to AED 100,000, listing suspension up to six months and delisting.

Who it applies to

Historically: companies and other issuers with securities listed on UAE markets, their directors, executives and employees, shareholders crossing 5%, 10% or 30% thresholds, banks acquiring listed shares, and the markets.

Contents

English official text in 40 articles. Open the full text or jump to a provision:

1. Article 1 — [1]
2. Article 2
3. Article 3 — [5]
4. Article 4 — [6] [7]
5. Article 5 — [8] [9]
6. Article 6 — [11]
7. Article 7
8. Article 8
9. Article 9
10. Article 10
11. Article 11 — [12]
12. Article 12
13. Article 13
14. Article 14 — [13]
15. Article 15
16. Article 16
17. Article 17 — [14]
18. Article 18
19. Article 19 — [15]
20. Article 20
21. Article 21
22. Article 22
23. Article 23
24. Article 24
25. Article 25 — [16]
26. Article 26
27. Article 27
28. Article 28
29. Article 29
30. Article 30
31. Article 31 — [18]
32. Article 32
33. Article 33
34. Article 34
35. Article 35 — [21]
36. Article 36
37. Article 37
38. Article 38
39. Article 39
40. Article 40

Key provisions

Penalties

Article 37 restated imprisonment of three months to three years and fines of AED 100,000 to AED 1,000,000 for false information, insider dealing and rumours, and allowed the Authority to warn, fine up to AED 100,000, suspend investors for up to one year, suspend listing for up to six months or delist. Articles 38 and 39 penalised undisclosed dealing and insider trading by directors and staff; transactions were void.

History and citations

“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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