§Article 1 — Shares of public joint-stock
companies;
2. Pre-emptive rights;
3. Bonds and other debt instruments;
4. Sukuk (Islamic bonds);
5. Structured products;
Securities
6. Certificates;
7. Warrants;
8. Units or shares of other collective investment funds licensed by the CMA;
9. Securitized financial instruments;
10. Any contract, right, option, or derivative related to any securities or tradable products; and
11. Any paper, instrument, capital share, or other financial instrument deemed by the Board to be a security for the
purposes of applying the provisions of this Decree-Law and Relevant Legislation.
A legal entity established within the Issuer State that issues Securities.
A legal entity established outside the State or within a Financial Free Zone, pursuant to the provisions of this Foreign Issuer Decree-Law and Relevant Legislation, that issues or lists Securities within the State.
Securities issued by a Foreign Issuer, and any paper, instrument, capital Foreign Securities share, or other foreign financial instrument deemed by the Board to be Foreign Securities.
Financial products include Securities, Foreign Securities, Virtual Assets for Financial Products investment purposes, and any other financial product falling within the CMA's jurisdiction.
Indices, currencies, interest rates, commodities (including metals, natural resources, and agricultural products), provided that transactions are limited to Tradable Products hedging contracts such as futures and options, and any other asset traded through contracts approved by the Board.
The board of directors or board of Board of Directors managers of the Issuer or Licensed Person, as applicable.
A legal person that lists Securities or Listed Entity Foreign Securities in the Market.
A financial vehicle through which investors’ funds are pooled for Fund investment purposes, in accordance with the resolutions issued by the CMA.
A digital representation of value that can be traded or transferred digitally and Virtual Assets may be used for investment purposes, excluding digital representations of fiat currencies, Securities, or other funds,
without prejudice to the Central Bank’s jurisdiction over monetary instruments or instruments related to payment methods or value preservation.
Any data related to the Issuer's activity, financial position, or management that impacts its material assets, liabilities, financial status, or the general course of Material Information its business. Such information may lead to changes in the price or trading volume of the listed Security or Foreign Security, or influence an investor's decision regarding the Security.
Material information that has not been Insider Information disclosed to the public, as determined by the CMA.
Any person who possesses Insider Information by virtue of their position, work, or in connection with either, through a personal or contractual Insider relationship, by holding a significant share in the Issuer’s capital, or by any other means, whether obtained directly or indirectly, lawfully or unlawfully. Any person connected to the Issuer or the Foreign Issuer in accordance with Related Party the provisions of this Decree-Law and Relevant Legislation.
The offering of Securities or Foreign Securities for public or private Offering subscription in accordance with the resolutions issued by the CMA.
The document that sets out the details, procedures, and conditions of the Prospectus offering of Securities or Foreign Securities.
The restructuring or liquidation of any Licensed Person designated by the CMA as systemically important in Resolution and Settlement accordance with Article (52) of this Decree-Law, through the exercise of resolution powers provided for in Articles (54) and (55) thereof, with the
aim of ensuring the continuity of critical functions, maintaining financial stability, and minimizing costs to clients or beneficiaries, as applicable.
Article (2) Scope of Application of this Decree-Law
1. The provisions of this Decree-Law shall apply to the following:
a. Financial Products when dealt with within the State.
b. Financial Activities when practiced within the State or by any Person in a Free Zone, whether conducted within or outside the Free Zone, in accordance with the provisions of this Decree-Law and Relevant Legislation.
c. Licensed Persons, Accredited Persons, the Issuer, and the Foreign Issuer when operating within the State, Funds, and any Person related to them, in accordance with the provisions of this Decree-Law and Relevant Legislation.
d. Any Person targeting clients within the State, even if such activity is conducted outside the State or from a Financial Free Zone, provided that such activity is subject to the provisions of this Decree-Law and Relevant Legislation.
e. Any Person engaging in Financial Activities, investing, or conducting transactions subject to the provisions of this Decree-Law and Relevant Legislation.
§Article 11 — Adopt the regulations issued by the CMA prior to their implementation
Article (24) Obligation of Capital Market Institutions to
Address Risks Capital Market Institutions shall notify the CMA of the following:
1. Any potential conflict of interest involving any member of the Board of Directors or Executive Management.
2. Financial solvency risks faced by the institution or any of its members, or the inability of any of them to meet their obligations.
3. Any violation by their members or employees of this Decree-Law, Relevant Legislation, or the regulations of Capital Market Institutions.
4. Any sanction or measure taken against their Accredited Persons, or against
any members or their Accredited Persons, in connection with the performance of their duties under this Decree-Law and Relevant Legislation.
5. The nature of information deemed confidential and the Persons authorized to access it by virtue of or in connection with their work.
6. Information, data, and records required to be disclosed or made available to the public upon request by the CMA.
Article (25) Obligations of the Board of Directors and Executive Management of Capital Market Institutions The Chairman, members of the Board of Directors, and Executive Management of Capital Market Institutions shall:
1. Disclose in writing to the CMA, from the date of his appointment and prior to assuming his duties, the Securities or Foreign Securities owned by him and his minor children under his guardianship, as well as his shareholdings and those of his minor children in any Listed Entity or Licensed Person, and any change thereto throughout his term, within one week from the date of becoming aware of such change. This obligation shall also apply to the spouse of the Chairman and members of the Board of Directors and Executive Management, with respect to Securities and Foreign Securities known to be owned by such spouse.
2. Comply with resolutions and circulars relating to:
a. Their transactions in Securities and Foreign Securities listed in the Market after assuming their duties.
b. Holding concurrent positions as a member of the Board of Directors of any Listed Entity or Licensed Person, or any parent, holding, subsidiary, affiliate, or allied company thereof, or holding any position in the Executive Management of any such entities, in accordance with the controls prescribed by the CMA.
Article (26) Administrative Penalties and Measures of Capital Market Institutions
2. Capital Market Institutions may impose a financial penalty not exceeding AED 1,000,000 (one million dirhams) for violation on their members, their employees, and Persons in violation of their regulations. Such penalty shall accrue to the Capital Market Institution that imposed it.
3. A Capital Market Institution may not use the financial penalty to achieve direct benefits for itself or its employees. The Board of Directors of the Capital Market Institution shall determine the manner in which such penalties are allocated.
4. Capital Market Institutions may request the CMA to suspend a member or any of its employees from performing duties or to suspend any of their trading activities in the Market for a period exceeding one week, to revoke the license or approval granted to the member by the CMA, to revoke the authorization issued by the CMA to any of the member’s employees, or to impose a financial penalty
exceeding the amount stipulated in this Article. The CMA may approve or reject such request.
Article (27) General Provisions Applicable to Capital
Market Institutions The records, documents, entries, and data of technical and technological systems maintained by Capital Market Institutions shall constitute legal evidence proving the dates and details of trading, clearing, and settlement of Securities or Foreign Securities, the ownership thereof by any Person, and any restrictions thereon, unless proven otherwise.
Article (28) Offering of Securities and Foreign
Securities
2. The Issuer and the Foreign Issuer may refrain from disclosure or from publishing clarifications regarding any information or rumors related to their status or activities where they have reasonable grounds—subject to the CMA’s discretion—to believe that disclosure would cause serious harm to their interests. In such case, a reasoned written request shall be submitted to the CMA where the Security or Foreign Security is not listed on the Market, or to the Market where it is listed. The CMA or the Market, as applicable, may accept the request subject to appropriate conditions, reject it and require disclosure, or amend or revoke its acceptance or rejection if circumstances so require. The Market shall notify the CMA of any request received immediately upon receipt and of any decisions or actions taken in this regard immediately upon issuance.
3. The Issuer, the Foreign Issuer, and the members of their Boards of Directors and Executive Management are prohibited from providing misleading or false information.
4. The CMA, where the Security or Foreign Security is not listed on the Market, or the Market where it is listed, as applicable, shall establish the necessary controls governing the disclosure by investors, the Issuer, and the Foreign Issuer of information, data, and ownership percentages in Securities and Foreign Securities.
5. The CMA, where the Security or Foreign Security is not listed on the Market, or the Market where it is listed, as applicable, shall have the right to publish any information, documents, or financial reports disclosed by the Issuer through any appropriate means.
Article (34) Obligations of Related Parties Related parties shall comply with the following:
1. Not violate any resolutions issued by the CMA when dealing with the Issuer or any of its parent, holding, subsidiary, affiliate, or allied companies.
2. Disclose any shared or conflicting interest in any transaction, dealing, or activity relating to the Issuer or any of its parent, holding, subsidiary, affiliate, or allied companies, in accordance with the resolutions issued by the CMA.
Article (35) Disclosure of Transactions in Securities
2. A Person’s compliance with price stabilization controls, procedures, or mechanisms issued by the CMA or Capital Market Institutions shall not constitute a violation of the provisions of the Capital Market Law, Relevant Legislation, or the Companies Law concerning the prohibition on influencing the price of Securities or Foreign Securities listed on the Market.
Article (38) Investment Fund
2. The Board shall issue the conditions and controls relating to Investment Funds.
Article (39) Virtual Assets Without prejudice to any provision of the Central Bank Law:
1. The CMA shall regulate the trading of Virtual Assets and the Financial Activities, services, and tasks related thereto, and shall determine the procedures for registering Virtual Assets and the cases of cancellation of registration, in accordance with the legislation in force in the State.
2. Trading in any Virtual Asset within the State shall be prohibited unless it is admitted to the official list of Virtual Assets of a Licensed Person operating a virtual asset platform licensed by the CMA, and the Virtual Asset is registered with the CMA.
3. The CMA shall supervise and oversee Virtual Asset activities, transactions, and trading within the State and within the Free Zones.
Article (40) Financial Activities and Products Compliant with Islamic Sharia Principles
4. The Person referred to in Clause (1) of this Article shall be exempt, in relation to its Sharia-compliant Financial Activities or issuance of Sharia-compliant Financial Products, from any registration requirements, fees, or similar costs relating to any asset that is wholly or partially purchased or sold, leased or rented, manufactured, or otherwise, provided that such activities and issuances form part of its Sharia-compliant business.
5. The Person referred to in Clause (1) of this Article shall be deemed compliant with the principles and provisions of Islamic Sharia upon compliance with the resolutions, regulations, and standards issued by the Higher Shari'ah Authority. 6.Where it is established that the Person referred to in Clause (1) of this Article
has engaged in activities in violation of Islamic Sharia principles in accordance with the resolutions, regulations, and standards of the Higher Shari'ah Authority or the CMA, such Person shall be subject to the measures and penalties determined by the CMA, after consultation with the Higher Shari'ah Authority.
7. The CMA shall:
8. The approved charter of the Higher Shari'ah Authority shall specify any special controls or procedures applicable thereto, as well as any additional powers of the Higher Shari'ah Authority relating to supervision and inspection.
Article (41) Continuation of the CMA’s Powers
2. Where the CMA undertakes any action pursuant to Clause (1) of this Article within the three-year period, the CMA’s powers shall continue until such action is completed, without being restricted by the said period.
3. The CMA’s action shall commence upon notification of the Person concerned or upon the initiation of any legal proceedings against such Person, whichever occurs first.
Article (42) Authorization of Accounting Firms
3. In exceptional cases determined by the CMA, it may decide not to publish any of the information referred to in Clause (2) of this Article.
Article (44) Investor Protection Fund
2. The CMA may coordinate with the competent judicial authorities or any other Relevant Authority to take the necessary measures to enable the inspection referred to in Clause (1) of this Article on an urgent basis. The CMA may also engage one or more subject matter experts at the expense of the Person committing the violation.
3. Persons authorized by the CMA to conduct inspections may request any data, documents, electronic or digital records, registers, systems, or technical or technological means from the Board of Directors, the CEO, or any employee of the inspected entity. They may record violations, prepare the necessary reports, and seize documents, devices, tools, or records related to the inspection.
4. Data, documents, and records obtained as a result of an inspection shall constitute admissible legal evidence in any legal or judicial proceedings initiated by the CMA.
Article (48) The CMA Administrative Investigation
Powers
Article (49) The CMA’s Prudential Oversight and Management of Exceptional Circumstances
2. The CMA may issue resolutions to ensure fairness, transparency, and efficiency and to manage Exceptional Circumstances in the Capital Market, including:
Article (50) Obligation to Disclose to the CMA
2. The Licensed Person shall review and update its recovery plan:
Article (54) Early Intervention
2. Where a decision is issued to merge or liquidate a Financial Institution established outside the State or within a Financial Free Zone and having a branch licensed by the CMA, the same procedures adopted by the competent authority in the jurisdiction of establishment shall apply to the branch, unless otherwise agreed. In all cases, such actions shall not adversely affect financial stability or the rights of creditors within the State.
3. The CMA shall coordinate with federal or local entities or any other Relevant Authority prior to issuing any decision of the Board under this Article and may request the competent judicial authorities to take precautionary or urgent measures to protect investors’ or beneficiaries’ funds and interests.
4. The Licensed Person shall be notified of the decision issued under this Article by official notice within a period not exceeding twenty (20) business days from the date of issuance. The notice shall include:
The Licensed Person may appeal the decision before the Grievance Committee within thirty (30) Business Days from the date of notification, in accordance with this Decree-Law.
Article (55) Resolution and Settlement Powers The CMA shall have Resolution and Settlement powers within the scope of its jurisdiction. Where a Licensed Person designated as systemically important under Article (52) of this Decree-Law is subject to restructuring or liquidation, the CMA may exercise the following powers:
1. Dismiss or appoint senior management, directors, or employees, and recover funds, including bonuses and incentives, from responsible persons.
2. Appoint one or more Resolution and Settlement Trustees to assume control of the Licensed Person or parts of its business, with the powers set out in Clauses (3), (4), and (5) of this Article.
3. Cancel, amend, terminate, continue, assign, or enforce contracts, or purchase or sell assets.
4. Write off or transfer any debt instrument or obligations.
5. Ensure continuity of essential services and operational functions through:
a. Requiring entities within the same group to continue providing services.b. Enabling the remaining entity to provide services temporarily.c. Obtaining
services from third parties.6. Cancel the rights of partners or shareholders, including rights to acquire additional shares, and waive approval requirements to facilitate restructuring.7. Transfer or sell all or part of the Licensed Person’s rights, obligations, assets, liabilities, shares, or equity to a solvent third party.8. Establish a separate entity to manage distressed or hard-to-value assets.9. Execute a rescue operation involving a third party to ensure continuity of critical functions.10. Temporarily suspend early termination rights under contracts.11. Impose a temporary moratorium on payments to unsecured creditors and clients, excluding payments to central counterparties, payment, clearing, settlement systems, and Central Banks.12. Conduct an orderly closure and liquidation of all or part of the Licensed Person’s business.13. Require immediate access to transaction accounts and segregated client assets.14. Restrict secured creditors from enforcing security rights, except for assets pledged to central counterparties and systems.15. Amend debt instruments by modifying maturity dates, interest amounts, or payment dates.16. Require the suspension or halting of trading in financial instruments related to the Licensed Person.17. Define circumstances to be disregarded when determining default events.18. Exercise Resolution and Settlement powers:a. Without consent requirements (other than the buyer).b. Without approval of partners, shareholders, or creditors.c. Without notification or publication requirements.
d. With priority over corporate procedural requirements.
19. Exercise Resolution and Settlement powers in respect of holding companies, subsidiaries, or branches, subject to coordination with Relevant Authorities.
20. Recover reasonable expenses incurred in exercising Resolution and Settlement powers.
21. Require measures to remove or mitigate obstacles to Resolution and Settlement.
22. Grant immunity for actions taken in good faith to comply with CMA requirements.
23. Recognise, partially recognise, or refuse foreign Resolution and Settlement actions.
24. Issue regulations concerning resolvability and the exercise of Resolution and Settlement powers.
Article (56) Priority of Debt and Other Obligations
Settlement Subject to the powers and procedures exercised by the CMA under Articles (54) and (55) of this Decree-Law, any amounts due for payment by a Licensed Person identified as systemically important under Article (52) of this Decree-Law, and subject to Resolution and Settlement procedures by the CMA, shall be settled after completing Central Clearing Counterparty operations in the following order of priority:
1. Secured creditors with movable or immovable property, to the extent they
have a security interest in the pledged property.
2. Outstanding wages, salaries, and other employment-related benefits unpaid during the six (6) months immediately preceding the commencement of Resolution and Settlement.
3. Reasonable expenses incurred by the CMA or any appointed administrator for managing the Resolution and Settlement, including fees and costs associated with the resolution process.
4. Rights of the Licensed Person’s clients and beneficiaries, with the CMA having the discretion to allocate specific assets or proceeds from transferred assets to fulfill these rights.
5. Rights of other creditors, according to their priority under applicable legislation.
6. Rights of partners or shareholders of the Licensed Person.
Article (57) Publication of Resolution and Liquidation
Announcement
2. The reporting Person shall enjoy legal protection, including:
a. Immunity from criminal, civil, or contractual liability arising from the report. b. Protection from claims for compensation resulting from the report. c. Protection from termination of employment or any action taken by their employer due to the report.3. The reporting Person may claim compensation if they suffer harm.4. The CMA may receive reports of suspected violations of this Decree-Law and related legislation and take appropriate action. Documents submitted by the reporting Person shall constitute evidence or legal proof in any legal or judicial proceedings initiated by the CMA.5. The reporting Person’s information shall remain confidential and may only be disclosed to judicial authorities or with their written consent.6. The CMA shall issue a decision governing the receipt of reports from reporting Persons, the handling of such reports, and may determine a financial reward for the reporting Person, payable from resources specified by the CMA.
Article (61) Obstruction of the CMA's Work No Person may engage in any act or conduct that results in obstructing the CMA's work or the exercise of its powers in accordance with the provisions of this Decree-Law and the Relevant Legislation, including but not limited to the following:
1. Destroying any documents, records, or files.
2. Refusing to provide or submit any information or documents requested by the CMA.
3. Submitting information or documents known to be misleading, false, forged, or altered.
4. Failing to appear for investigation at the specified time and place without a
valid excuse.
5. Refusing to provide any assistance related to an investigation that the Person is capable of providing.
Article (62) Evidence
2. The license, approval, or registration shall be revoked if the cause of suspension continues beyond the suspension period specified in Clause (1) of this Article, unless the CMA decides, at its discretion, to extend such period.
3. Following suspension or revocation, the CMA may require the Licensed Person to settle and terminate all transactions concluded prior thereto and to maintain the guarantee in accordance with the CMA’s resolutions.
4. Following suspension or revocation, the CMA may designate an entity to assume the responsibilities of the Licensed Person whose license, approval, or registration has been suspended or revoked, depending on the nature of the activity and subject to the conditions and requirements determined by the CMA.
5. The CMA may suspend or revoke the accreditation of one or more functions of an Accredited Person, or restrict the performance of certain duties, in the cases set out in Clause (1) of this Article, as applicable.
Article (67) Rectification of Violations
1. The expertise or category of the license held by the Person committing the violation.
2. The impact of the violation.
3. The duration of the violation.
4. The frequency of committing the same violation.
5. The record of previous violations of the Person committing the violation.
6. Any other considerations deemed appropriate by the CMA, including the size of the Licensed Person’s business or its capital.
Article (69) Notice of Penalty or Administrative
Measure The CMA shall notify the Person committing the violation of the decision issued against it within a period not exceeding ten (10) business days from the date of issuance. The notice shall include the following:
1. Identification of the violating act and the legal provision relating thereto.
2. The penalty or administrative measure imposed.
3. The effective date of the decision.
4. The mechanism and period for implementing the penalty or measure.
5. The CMA’s right to impose an additional penalty or administrative measure in
the event of refusal, breach, or delay in implementing any decision, penalty, or measure.
6. The right of the Person committing the violation to submit a grievance against the decision within the legally prescribed period.
Article (70) Authority to Grant Exemption from Administrative Measures or Penalties The CMA may exempt any Person or entity, in whole or in part, from administrative measures or penalties if such Person or entity discloses to the CMA the violation of the provisions of this Decree-Law or the Relevant Legislation it has committed and demonstrates readiness to remove or rectify the violation, provided that such disclosure is made prior to the CMA or the judicial authorities becoming aware thereof.
Article (71) Penalties A penalty of imprisonment for a period of not less than one (1) year and a fine of not less than fifty thousand dirhams (AED 50,000) and not exceeding two hundred fifty million dirhams (AED 250,000,000), or either of these penalties, shall be imposed on anyone who commits any of the following acts, whether the result is achieved or intended to be achieved:
1. Engaging in or practicing any Financial Activities subject to the provisions of this Decree-Law and the Relevant Legislation, or performing any tasks or activities related thereto, without obtaining a license, approval, registration, or accreditation from the CMA.
2. Intentionally including false, misleading, or non-compliant information in the documents, reports, offering Prospectuses, or related advertisements of the Issuer or Foreign Issuer, or altering or modifying such information after submission to the CMA, or signing or distributing such documents with knowledge of their inaccuracy.
3. Intentionally broadcasting, disseminating, providing, or making statements containing false, misleading, or non-compliant news or information, or deliberately spreading misleading rumors, where such acts may affect the integrity or stability of the Capital Market.
4. Intentionally engaging in any act or trading operation on a Financial Product with the purpose of creating a false or misleading impression regarding actual trading or genuine demand for such product, or for the purpose of controlling, influencing, increasing, decreasing, or stabilizing its price, or affecting Market trading volume or investor decisions, in violation of the provisions of this Decree-Law and the Relevant Legislation.
5. Trading in a Financial Product based on Insider Information, disclosing such information to others, or inducing any Person to trade in a Financial Product based on such information, with knowledge of its confidential nature and its potential impact on the price of the Financial Product.
6. Intentionally refraining from disclosing Material Information in accordance with the provisions of this Decree-Law and the Relevant Legislation.
7. Providing the CMA with false or misleading information or data, or submitting forged or altered documents, with knowledge of their falsity or alteration.
8. Intentionally concealing information or documents requested by the CMA in accordance with the provisions of this Decree-Law and the Relevant Legislation, or intentionally refraining from providing them, or committing any act intended to obstruct or hinder the CMA’s inspection, investigation, or inquiry activities, or deliberately disrupting the investigation session.
9. Violating the provisions of Articles (34), (35), (36), and Paragraphs (d) and (e) of Clause (1) of Article (37) of this Decree-Law.
Article (72) Penalties for Violations A penalty of imprisonment for a period not exceeding one (1) year and a fine of not less than fifty thousand dirhams (AED 50,000) and not exceeding fifty million dirhams (AED 50,000,000), or either of these penalties, shall be imposed on anyone who intentionally commits any of the following acts:
1. Falsely presenting oneself as being licensed, registered, accredited, or approved by the CMA to engage in any Financial Activity subject to the provisions of this Decree-Law, or any tasks or activities related thereto, with the intent to mislead others or to obtain a benefit for oneself or for others without obtaining approval from the CMA.
2. Submitting a false report concerning an act that constitutes a violation of the provisions of this Decree-Law or the Relevant Legislation, with the intent to harm others or mislead the CMA, while having knowledge of the falsity of such report.
Article (73) Supplementary Penalties
2. The imposition of any of the measures stipulated in Clause (1) of this Article shall be mandatory in cases of recidivism.
3. The court may order the publication of the conviction judgment at the expense of the convicted party through the means it deems appropriate.
4. The CMA may publish summaries of final judgments issued in criminal cases initiated at its request, through the means it deems appropriate, in accordance with the applicable legislation in the State.
Article (74) Accomplices, Instigators, and Participants The penalties, measures, and administrative sanctions stipulated in this Decree- Law shall apply to anyone who conspires, instigates, causes, or participates in the commission of any crime or violation provided for in this Decree-Law and the Relevant Legislation.
Article (75) Settlement of Crimes and Violations
1. Where such notification would result in a delay that may cause harm to the capital market sector in the State, as determined by the CMA.
2. Where the draft is intended to amend formal, typographical, or supplementary errors.
Article (81) Publication and Interpretation