Capital Markets Law

Regulates the onshore capital market from 1 January 2026: financial activities subject to CMA licensing, capital market institutions, offering and listing of securities, disclosure, investment funds, virtual assets, the investor protection fund, investigations, early intervention, resolution and penalties.

Summary

Federal Decree-Law No. 33 of 2025 is the UAE's capital market statute: it sets what the Capital Market Authority (CMA) regulates, who needs a CMA licence, how capital market institutions operate, how securities are offered and disclosed, and the criminal penalties for unlicensed activity and market abuse. It was issued alongside Federal Decree-Law No. 32 of 2025, which created the CMA, and the CMA lists it as in force from 1 January 2026. The English text the CMA publishes is incomplete: several articles (including the list of financial activities in Article 3 and the commencement article) appear only as headings, so this note covers the provisions the published text shows.

Article 2 sets a wide scope. The Decree-Law applies to financial products dealt with in the State; to financial activities carried on in the State or by any person in a (non-financial) free zone, whether inside or outside that zone; to licensed persons, issuers, foreign issuers and funds; and to any person targeting clients in the State, even from abroad or from a financial free zone. It does not apply to activities and persons licensed by the Central Bank (except for securities issues and Article 3 activities), to Central Bank clearing and settlement systems, or to the financial free zones. Government securities and funds are exempt unless offered to the public or listed.

Article 1 now defines Virtual Assets, and Article 39 gives the CMA power to regulate their trading and related services: no virtual asset may be traded in the State unless it is admitted to the official list of a CMA-licensed platform operator and registered with the CMA, and the CMA supervises virtual asset activity in the State and in the free zones.

Articles 19 to 27 govern capital market institutions (markets, central clearing counterparties and central depositories): their competencies, duties to report conflicts and solvency risks, board members' disclosure of holdings within one week, and their own power to fine members up to AED 1,000,000. Articles 54 to 56 add early intervention and resolution powers over systemically important licensed persons and a statutory order of payment. Articles 61 and 69 to 75 deal with obstruction, notice of penalties within ten business days, self-reporting relief and criminal penalties of up to AED 250,000,000.

Who it applies to

Anyone dealing in financial products or carrying on financial activities in the UAE outside the financial free zones, including persons established in other free zones and persons abroad targeting UAE clients; issuers and foreign issuers; funds; markets, clearing houses and depositories; and their boards, executives and employees. Central Bank licensees are covered only for securities issues and listed financial activities.

Contents

English official text in 11 articles. Open the full text or jump to a provision:

1. Article 1 — Shares of public joint-stock
2. Article 2 — Securities issued by the federal government, Local Governments, or any
3. Article 3 — Funds owned by the federal government, Local Governments, or any
4. Article 4 — Determining guarantees of Central Depository members and enforcing them to
5. Article 5 — Any other powers granted under this Decree-Law, applicable legislation, and
6. Article 6 — Maintain the confidentiality of information and data relating to members and
7. Article 7 — Provide the CMA with any disclosures, financial reports, data, documents, or
8. Article 8 — Establish controls, measures, and procedures to ensure business continuity
9. Article 9 — Establish principles and standards for participation and social responsibility
10. Article 10 — Determine procedures to be followed in cases of operational failure, failure of
11. Article 11 — Adopt the regulations issued by the CMA prior to their implementation

Key provisions

Obligations and deadlines

• Obtain a CMA licence, approval, registration or accreditation before carrying on any regulated financial activity in the State or from a free zone (Articles 2 and 71).
• Trade only virtual assets admitted to a CMA-licensed platform's official list and registered with the CMA (Article 39).
• Issuers and their directors must not provide misleading or false information, and must disclose material information under CMA controls.
• Directors and executives of capital market institutions must disclose securities holdings before taking office and report changes within one week (Article 25).

Penalties

Article 71 punishes unlicensed financial activity, false or misleading prospectus content, spreading misleading market information, manipulation, insider dealing, intentional non-disclosure of material information, false information to the CMA and obstruction of investigations with imprisonment of at least one year and a fine of AED 50,000 to AED 250,000,000, or either. Article 72 sets imprisonment of up to one year and a fine of AED 50,000 to AED 50,000,000 for falsely claiming CMA authorisation or filing a false report. Article 74 extends penalties to accomplices and instigators, Article 73 allows supplementary measures and publication of judgments, and Article 26 lets markets fine members up to AED 1,000,000.

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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