VARA VA Issuance Rulebook

VARA Rulebook of 2025 · Dubai

Official title
Virtual Asset Issuance Rulebook
Instrument
VARA Rulebook of 2025
Issued by
Dubai Virtual Assets Regulatory Authority (VARA)
Jurisdiction
Dubai
Dates
issued 19 May 2025 · in force 19 June 2025
Status
in force (amended)
Topics
Virtual assets · Licensing · Securities
Official source
rulebooks.vara.ae · official text (PDF)
Full text
English official text — 116 rules, 12,102 words, from the official text
Verified
31 October 2026
Print

Rules for every Entity issuing a virtual asset in Dubai: prohibited VAs, Category 1 (licensed) and Category 2 (via a licensed distributor) issuance, exempt VAs, whitepapers and risk disclosures, with annexes for fiat-referenced and asset-referenced virtual assets. Current version effective 19 June 2025.

Summary

The Virtual Asset Issuance Rulebook applies to every Entity in Dubai outside the DIFC that issues a virtual asset in the course of a business, whether or not it is otherwise a VASP. Whether an issuance is in the course of a business is judged on holding out, regularity and scale, any commercial element and remuneration, and the test expressly includes non-profit and charitable organisations and foundations. The version in force took effect on 19 June 2025.

Issuances fall into three categories. Category 1, the issuance of fiat-referenced virtual assets (FRVAs), asset-referenced virtual assets (ARVAs) or other assets VARA designates, is a VA Activity requiring a VARA Licence and compliance with the four compulsory Rulebooks; the Licence may be revoked if nothing is issued within six months of approval or the issuer misled VARA. Category 2 covers any other virtual asset that is not exempt: no VARA licence is needed, but all placement and distribution must go through a Licensed Distributor, which takes responsibility for validating the issuer's compliance, and VARA does not approve the asset. Exempt VAs (non-transferable assets, assets redeemable only for goods, services or discounts with the issuer or its designated merchants, and others VARA designates) need nothing before issue but remain under VARA supervision. Anonymity-enhanced cryptocurrencies are prohibited.

All issuers must act with integrity, diligence and adequate resources, communicate clearly, comply with UAE and foreign law including consumer protection, and act in an environmentally responsible manner. Except for exempt assets, every issuer must publish a Whitepaper meeting Schedule 1 and a plain-language Risk Disclosure Statement before the asset is offered or marketed, keep both accurate, notify holders of changes in advance, and keep all versions for eight years after the asset leaves circulation; civil liability for their contents cannot be excluded. VARA may order an issuer to suspend issuance.

Annex 1 sets the FRVA rules: stablecoins referencing the AED stay with the Central Bank; FRVAs may be used only within the virtual-asset ecosystem and not to pay for goods or services in the UAE; they must be at least 100% backed by reserve assets in cash or short-dated government instruments, audited and disclosed monthly; holders may redeem at par within one Working Day without fees; and paid-up capital is AED 1,500,000 plus 2% of available supply. Annex 2 sets the ARVA rules for tokens referencing other assets: ownership rights must be legally effective, VARA may require a legal opinion, reserves must secure holders' rights, and paid-up capital is the higher of AED 1,500,000 or 2% of the 24-month average market value of reserve assets.

Who it applies to

Every Entity in Dubai outside the DIFC that issues a virtual asset in the course of a business, including foundations and non-profit bodies; VASPs licensed for Category 1 issuance of fiat-referenced or asset-referenced virtual assets; and Licensed Distributors placing Category 2 issuances.

Contents

English official text in 116 rules. Open the full text or jump to a provision:

  1. Rule I.A.1
  2. Rule I.A.2 — “In the course of a business” requirement
  3. Rule I.A.3
  4. Rule I.B.1
  5. Rule I.C.1
  6. Rule I.C.2
  7. Rule I.C.3
  8. Rule I.D.1
  9. Rule I.D.2
  10. Rule I.D.3
  11. Rule I.D.4 — Licensing process
  12. Rule I.D.5 — FRVA Rules
  13. Rule I.D.6 — ARVA Rules
  14. Rule I.D.7 — Revocation or Suspension
  15. Rule I.D.8
  16. Rule I.E.1
  17. Rule I.E.2
  18. Rule I.E.3
  19. Rule I.E.4
  20. Rule I.E.5
  21. Rule I.F.1
  22. Rule I.F.2
  23. Rule II.1
  24. Rule III.A.1
  25. Rule III.A.2
  26. Rule III.B.1 — Initial Whitepaper
  27. Rule III.B.2
  28. Rule III.B.3
  29. Rule III.B.4
  30. Rule III.B.5 — Whitepaper updates
  31. Rule III.B.6
  32. Rule III.B.7
  33. Rule III.C.1 — Initial Risk Disclosure Statement
  34. Rule III.C.2 — Risk Disclosure Statement updates
  35. Rule III.C.3
  36. Rule IV.1
  37. Rule IV.2
  38. Rule IV.3
  39. Rule IV.4
  40. Rule A.1
  41. Rule A.2
  42. Rule A.3
  43. Rule A.4
  44. Rule A.5
  45. Rule I.A.1
  46. Rule I.A.2
  47. Rule I.A.3
  48. Rule I.A.4
  49. Rule I.A.4
  50. Rule I.B.1
  51. Rule I.B.2 — Approval of each FVRA
  52. Rule I.B.3 — Approval conditions
  53. Rule I.B.4 — AED as Reference Currency
  54. Rule I.B.5 — Use of FRVAs in VA ecosystem only
  55. Rule I.B.6 — Currencies of sanctioned countries or territories
  56. Rule I.C.1
  57. Rule I.C.2
  58. Rule I.C.3
  59. Rule II.A.1
  60. Rule II.B.1
  61. Rule II.B.2
  62. Rule II.B.3
  63. Rule III.A.1
  64. Rule III.A.2
  65. Rule III.A.3
  66. Rule III.B.1
  67. Rule III.B.2
  68. Rule III.B.3
  69. Rule III.B.4
  70. Rule III.B.5
  71. Rule III.B.6 — Conflicts of interest
  72. Rule III.B.7
  73. Rule III.C.1
  74. Rule III.C.2
  75. Rule III.C.3
  76. Rule III.C.4
  77. Rule III.D.1
  78. Rule III.D.2
  79. Rule III.E.1
  80. Rule III.E.2
  81. Rule III.F.1
  82. Rule I.A.1
  83. Rule I.A.2
  84. Rule I.A.3
  85. Rule I.A.4
  86. Rule I.A.5
  87. Rule I.B.1
  88. Rule I.B.2 — Approval of each ARVA
  89. Rule I.B.3 — Approval conditions
  90. Rule I.B.4 — Applicable Rules
  91. Rule I.C.1
  92. Rule I.C.2
  93. Rule I.C.3
  94. Rule II.A.1
  95. Rule II.B.1
  96. Rule II.B.2
  97. Rule III.A.1
  98. Rule III.A.2 — Reference Asset
  99. Rule III.B.1
  100. Rule III.B.2 — Legal opinion
  101. Rule III.C.1
  102. Rule III.C.2
  103. Rule III.C.3
  104. Rule III.C.4 — Legal opinion
  105. Rule III.C.5 — Conflicts of interest
  106. Rule III.D.1
  107. Rule III.D.2
  108. Rule III.D.3
  109. Rule III.E.1
  110. Rule III.E.2
  111. Rule III.E.3
  112. Rule III.E.4
  113. Rule III.E.5
  114. Rule III.F.1
  115. Rule III.F.2
  116. Rule III.G.1

Key provisions

Rules I.A.1 and I.A.2Every Entity in the Emirate issuing a virtual asset in the course of a business must comply; the test weighs holding out, regularity, commercial element and remuneration, and covers non-profit bodies and foundations.
Rule I.C.1Three categories: Category 1 (FRVAs, ARVAs and others designated) needs a VARA Licence; Category 2 needs a Licensed Distributor; Exempt VAs, being non-transferable or redeemable closed-loop assets, need nothing before issue.
Rules I.D.1 and I.D.2No Category 1 issuance without a VARA Licence; Category 1 issuance is a VA Activity and the issuer must comply with the Company, Compliance and Risk Management, Technology and Information, and Market Conduct Rulebooks.
Rule I.D.7VARA may revoke a Category 1 licence if the asset is not issued within six months of approval, the licence was obtained by misleading statements, conditions are breached, or the issuer is insolvent or stops operating.
Rules I.E.1 to I.E.5Category 2 assets may be issued without VARA approval only if a Licensed Distributor carries out all placement and distribution and validates compliance; no Category 2 asset is deemed approved by VARA.
Rules I.F.1 and I.F.2Exempt VAs may be issued without prior approval if the general Rules are followed, and their issuers remain subject to VARA's supervision, examination and enforcement.
Rule II.1General Rules for all issuers: integrity and fairness, diligence, adequate resources, clear and current disclosures, compliance with UAE and foreign law including consumer protection, and environmental responsibility.
Rules III.A.1 and III.B.1 to III.B.4Non-exempt issuers must publish a Whitepaper meeting Schedule 1, in machine-readable form, before the asset is made available or marketed, and may not exclude civil liability for its contents.
Rules III.B.7 and III.C.1Issuers must publish a concise, plain-language Risk Disclosure Statement, date every update, keep earlier versions accessible and retain all versions for eight years after the asset leaves circulation.
Rule IV.2VARA may require an issuer of any category to suspend issuing a virtual asset, or issuing more, and impose additional requirements, if the asset, the issuance or the issuer does not comply.
Annex 1, Rules I.B.4 to III.F.1FRVAs: AED-referenced stablecoins remain with the Central Bank; no use as payment for goods or services in the UAE; 100% reserves audited monthly; redemption at par within one Working Day without fees; capital AED 1,500,000 plus 2% of supply.
Annex 2, Rules III.B.1 to III.G.1ARVAs: ownership of the reference asset must be legally established and pass with the token; VARA may require a lawyer's legal opinion; paid-up capital is the higher of AED 1,500,000 or 2% of average reserve value.

Obligations and deadlines

  • Publish a Whitepaper and Risk Disclosure Statement before offering or marketing any non-exempt virtual asset.
  • Keep every version of the Whitepaper and Risk Disclosure Statement for eight years after the asset leaves circulation.
  • Use a Licensed Distributor for all placement and distribution of a Category 2 virtual asset.
  • Obtain a VARA Licence before any Category 1 issuance and issue within six months of approval.
  • FRVA issuers must keep reserves of at least 100%, audited and disclosed every month.
  • FRVA issuers must redeem at par within one Working Day without charging fees.
  • Notify holders of changes to a virtual asset before they take effect, except urgent security responses.

Penalties

Rule IV.2 lets VARA require an issuer to suspend issuance and impose additional requirements, and the revocation rule for Category 1 lets it revoke a licence, including where the asset is not issued within six months or the licence was obtained by misleading statements. Issuing a virtual asset in breach of the issuance requirement in the VARA Regulations is a listed ground for fines under Schedule 3 of those Regulations, and the Rulebook's disclaimer makes any representation that VARA endorses an issuer or asset a breach of the Regulations.

In practice — how Polaris handles it

Token projects, real-world-asset platforms and stablecoin sponsors come to us with the same first question: which category is this? We work through the three issuance categories with the client and its licensed advisers, because the answer decides whether the project needs a VARA licence, a Licensed Distributor or nothing before issue. Then we build the issuing entity, often a Dubai free zone company and sometimes a foundation holding the project's governance (the Rulebook treats foundations as issuing in the course of business), with the capital, Board and corporate records the category demands and an ownership chain that supports an ARVA's legal title to its reference asset. Polaris is not licensed by VARA, does not issue or distribute virtual assets and does not write whitepapers; we coordinate with the distributor and advisers who do.

History and citations

CitesDubai Virtual Assets Law (VARA) · Personal Data Protection Law (PDPL)

“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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Related Polaris services

Source and verification. This record was written from the official text published at rulebooks.vara.ae, read on 31 October 2026. Quoted from that text: “Entities in the Emirate may only issue Virtual Assets that fall within Category 2 above provided that, all placement and distribution is carried out by a Licensed Distributor.”
Published for general information by Polaris Corporate Services FZ-LLC, a licensed Trust and Corporate Service Provider. It is not legal advice and does not replace the official text, which prevails in case of difference. Arabic is the authoritative language of UAE federal and emirate legislation; English translations are provided by the issuing authorities. Instruments change: check the status and the official source before relying on this page.

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