UAE Capital Market Regulation Law — articles 1–86

Federal Decree by Law No. (33) of 2025 Regarding the Regulation of Capital Market We, Mohamed bin Zayed Al Nahyan, President of the United Arab Emirates, − Having reviewed the Constitution; − Federal Law No. (1) of 1972 …

For the purpose of implementing the provisions of this Decree by Law, the following terms and expressions shall have the meanings assigned to each of them, unless the context otherwise requires: State: The United Arab Em…

1. The provisions of this Decree by Law shall apply to the following: a. Financial Products when dealt in within the State. b. Financial Activities when carried out within the State, or by any Person in the Free Zone, wh…

1. The following activities shall be deemed Financial Activities subject to the regulation, licensing, supervision, and oversight of the Authority, in accordance with its powers relating to the regulation of the capital …

1. The Authority shall determine the approved functions required for the performance of any tasks or works related to Financial Activities, together with the controls and conditions for their approval. 2. It shall be pro…

1. The Authority may specify certain Persons or categories of Persons to engage in a Financial Activity or an approved function, or prohibit any of them from engaging in any Financial Activity or approved function. 2. Th…

1. No legal Person shall be registered or licensed with the Relevant Authorities, where it intends to engage in any Financial Activities, except after obtaining the approval of the Authority to engage in such Financial A…

1. The Authority or any party authorized thereby shall have the authority to obligate any Person seeking to obtain a license, approval, or registration to furnish a guarantee or insurance coverage in accordance with the …

1. The Authority shall issue its decision to grant or reject the license, approval, registration, or accreditation within the period specified under the regulations issued thereby. 2. The Authority may approve or reject …

1. The Authority shall determine the duration of the license, approval, registration, or accreditation prescribed for the exercise of the Financial Activity or any associated tasks or Functions. 2. The Licensed or Approv…

1. The Authority shall specify the conditions to be fulfilled by any Person occupying a position on the Board of Directors of the Licensed Person or any function within its Executive Management, in addition to other posi…

1. The Authority may appoint a Temporary Director to the Licensed Person to manage its daily operations in the event of the Licensed Person’s breach of financial solvency conditions, non-compliance with prudential requir…

The Licensed Person and its employees shall be obliged to: 1. Exercise the Financial Activity or approved function within the limits of the license, Approval, Registration, or Accreditation issued by the Authority, and a…

1. The Licensed Person shall be obligated to regulate the relationship between itself and the client pursuant to a written agreement, provided that the same does not contravene the provisions of the legislation in force …

1. The Licensed Person shall be obligated to deal with funds and Securities or Foreign Securities owned by clients in accordance with the provisions of this Decree by Law and the decisions of the Authority. 2. The Licens…

1. Without prejudice to the legislation in force in the State, the Authority shall issue decisions regulating the control exercised by the Licensed Person, its merger, acquisition, and the acquisition or control over it.…

1. The Licensed Person shall notify the Authority of any close links, provided that such notification includes: a. Confirmation that such links do not affect the Authority’s supervision or oversight; b. Evidence that the…

1. The Licensed Person shall, in the event of requesting temporary suspension or cancellation, submit a written request to the Authority, stating the reasons for such request and any other requirements prescribed by the …

1. The Market shall exercise the following powers and competences: a. Determining the fees and commissions charged for its services; b. Regulating the listing of Securities and Foreign Securities and supervising and over…

The Central Clearing shall exercise the following competences: 1. To determine the fees and commissions levied by it for the services rendered thereby. 2. To assume the position of the contracting counterparty for all tr…

The Central Depository shall exercise the following competences: 1. To determine the fees and commissions levied by it for the services rendered thereby. 2. To register and deposit ownership of Securities and Foreign Sec…

1. Persons designated by the Authority shall be obliged to register Securities or Foreign Securities with the Central Depository, specifying the persons to whom the Securities or Foreign Securities are allocated, the ent…

The financial resources of Capital Market Institutions arising from the exercise of their activities licensed by the Authority, each within the scope of its competencies, shall comprise the following: 1. Listing fees in …

Capital Market Institutions shall be obliged to: 1. Exercise Financial Activities, perform their tasks, and utilize technical and technological systems supporting their operations. 2. Ensure the presence of a qualified E…

Capital Market Institutions shall be obliged to notify the Authority of the following: 1. Any potential conflict of interest involving any member of the Board of Directors or the Executive Management. 2. Financial solven…

The Chairman and members of the Board of Directors and the Executive Management of Capital Market Institutions shall be obliged to: 1. Disclose in writing to the Authority, from the date of their appointment and prior to…

1. Capital Market Institutions may impose upon their members, employees thereof, and any persons in violation of their controls, any of the following sanctions or administrative measures: a. Reprimand. b. Warning. c. Sus…

The records, documents, ledgers, and data maintained within the technical and electronic systems of Capital Market Institutions shall constitute legal proof establishing the dates, details of trading, clearing, and settl…

1. The offering of Securities for public or private subscription shall be conducted in accordance with the resolutions issued by the Authority. 2. Entities established outside the State, or pursuant to the laws of a Free…

1. Subject to the provisions of the Companies Law and Relevant Legislation, an Issuer desiring to issue a Security shall obtain the prior approval of the Authority prior to issuance. 2. The Board of Directors, Executive …

1. Subject to the exception set forth in Article (2) of this Decree by Law, public joint-stock companies shall be required to list their shares on the Market. 2. The listing of Securities and Foreign Securities on the Ma…

1. Listed Securities and Foreign Securities shall be traded through the Market. 2. Capital Market Institutions may transfer ownership, clear, and deposit unlisted Securities and Foreign Securities in accordance with the …

1. The Authority, in coordination with the Market, may suspend or halt trading in any Security or Foreign Security, or order it to be delisted, in the event of a violation of the provisions of this Decree by Law and Rele…

1. The Issuer and the Foreign Issuer shall comply with the following: a. To submit to the Authority, where the Security or Foreign Security is not listed on the Market, or to the Market, where the same is listed thereon,…

The Related Party shall comply with the following: 1. Refrain from violating decisions issued by the Authority when dealing with the Issuer or any parent, holding, subsidiary, sister, or affiliate company thereof. 2. Dis…

1. The Chairman and members of the Board of Directors of the Issuer or Foreign Issuer whose Securities are listed on the Market, their Executive Management, or any of their employees who are Insiders shall, when executin…

1. The Chairman and members of the Board of Directors of the Issuer or Foreign Issuer whose Securities are listed on the Market, and their Insiders are prohibited, whether personally or through others, from dealing in th…

1. It is prohibited for any Person, whether acting individually, in collusion, or in participation with others, to undertake the following: a. Trading in a Security or Foreign Security for the purpose of misleading or de…

1. Investment Funds shall enjoy independent legal personality and separate financial liability, and may adopt either of the following forms: a. An Investment Fund, established and licensed by a decision issued by the Aut…

Without prejudice to any provision contained in the Central Bank Law: 1. The Authority shall regulate the trading of Virtual Assets, and the financial activities, services, and functions associated therewith, and shall d…

1. Without prejudice to any provision contained in the legislation in force in the State, any Person subject to the supervision of the Authority may conduct Financial Activities or issue Financial Products that are compl…

1. The Authority shall continue to exercise its powers with respect to the Persons set out below for a period of three (3) years from the date of cancellation of license, approval, registration, or accreditation, or the …

1. Without prejudice to the legislation in force regulating the accounting and auditing professions, the Authority may issue specific controls for accrediting accounting firms qualified to audit the accounts of entities …

1. The Authority shall adopt appropriate arrangements to maintain records relating to the exercise of its competences and authorities. 2. The Authority shall, in accordance with its procedures, publish and update a regis…

1. The Authority may establish a fund to be known as the “Investor Protection Fund,” which shall be subject to its supervision and oversight, and shall enjoy independent legal personality and separate financial liability…

1. The Central Clearing may establish a fund to be known as the “Settlement Guarantee Fund,” which shall enjoy independent legal personality and separate financial liability, the purpose of which shall be to guarantee th…

1. Financial Activities, Licensed Persons, Issuer, the members of the Board of Directors of each of them, their Executive Management and employees, as well as Foreign Issuer when dealing in Foreign Securities within the …

1. Subject to Article (59) of this Decree by Law, the Authority may conduct inspections periodically or at any time over any of the following: a. Persons subject to its supervision and oversight within the State, and any…

1. The Authority may conduct administrative investigations whenever there is a suspicion of violations related to the provisions of this Decree by Law and the Relevant Legislation, or upon receipt of a report thereof. 2.…

1. For the purposes of prudential supervision, the Authority may require any Person subject to its supervision to: a. Comply with any additional requirements imposed by the Authority, including those relating to capital,…

1. The Authority may obligate any Person governed by the provisions of this Decree by Law and the Relevant Legislation in the State to disclose any information, documents, or reports requested, within the period determin…

1. Without prejudice to the provisions of the legislation in force in the State, the Authority may impose additional procedures or conditions regarding the preventive composition, restructuring, bankruptcy, or liquidatio…

The Authority shall have the power to designate any Licensed Person as a systemically important Person and may, for such purpose, require such Person to undertake the necessary measures and procedures to ensure financial…

1. Upon designation of a Licensed Person as a systemically important Person pursuant to Article (52) of this Decree by Law, the Authority may undertake the following: a. Require the Licensed Person to prepare a recovery …

1. In the event that a Licensed Person designated as a systemically important Person pursuant to Article (52) of this Decree by Law breaches, or is likely in the near term to breach, its capital or liquidity requirements…

The Authority shall be vested with the power to effect Settlement and Resolution within the scope of its competence, and in the event of the restructuring or liquidation of any Licensed Person designated as systemically …

Without prejudice to the powers and procedures exercised by the Authority pursuant to Articles (54) and (55) of this Decree by Law, any amounts payable to any Licensed Person designated as systemically important in accor…

1. In the event of a Settlement and Resolution or Liquidation of a Licensed Person designated as of Systemic Importance pursuant to the provisions of Article (52) of this Decree by Law, the Announcement shall be publishe…

1. The Authority may submit a request to the judicial authorities pursuant to the Relevant Legislation and within their competencies to monitor communications of any Person who may be connected with a contravention of th…

1. The Authority may cooperate with any Relevant Authorities, regulatory authorities in Free Zones, Financial Free Zones, and foreign regulatory authorities, for the purposes of exchanging information, conducting investi…

1. Any Person may report any acts suspected of contravening the provisions of this Decree by Law and the Relevant Legislation to any of the following authorities: a. The Authority or any of the Capital Market Institution…

No Person may carry out any act or conduct that obstructs the Authority or its exercise of powers pursuant to the provisions of this Decree by Law and the Relevant Legislation, including the following: 1. Destroying any …

1. Matters may be established by all means of proof in the application of the provisions of this Decree by Law and the Relevant Legislation, and by any means whatsoever, whether traditional or digital, including, without…

1. A committee within the Authority, hereinafter referred to as the “Appeals Committee,” shall be established, competent to hear appeals against sanctions, administrative measures, and decisions issued by the Authority p…

Without prejudice to the right of litigation or arbitration, disputes arising in relation to the provisions of this Decree by Law and the Relevant Legislation may be resolved through amicable settlement. Such amicable se…

1. Without prejudice to the penalties provided for in this Decree by Law, the Board shall issue a regulation specifying the violations, sanctions, and administrative measures applicable to acts contravening the provision…

1. The Authority may suspend the Licensed Person with respect to conducting all Financial Activities or a specified Financial Activity for a period not exceeding (12) twelve months, or revoke its license, approval, or re…

1. The Authority may require any Person or Entity subject to its supervision to rectify any violations within a specified period, and may impose such administrative sanctions or measures as it deems appropriate in the ev…

The Authority shall have the discretion to aggravate or mitigate sanctions based on any of the following considerations: 1. The variance in the experience or licensing category of the violating Person. 2. The differing i…

The Authority shall notify the violator of the decision issued against them within a period not exceeding ten (10) working days from the date of issuance. The notification shall include the following: 1. Specification of…

The Authority shall have the authority to exempt any Person or Entity from all or part of the administrative measures or sanctions if such Person or Entity discloses to the Authority their commission of a violative act u…

Any Person who commits any of the acts hereinafter specified, whether the result thereof has occurred or was intended to occur, shall be punishable by imprisonment for a term of not less than one (1) year and a fine of n…

Any Person who deliberately commits any of the following acts shall be punishable by imprisonment for a term not exceeding (1) one year and a fine of not less than (AED 50,000) fifty thousand Dirhams and not exceeding (A…

1. In addition to the penalties provided under this Decree by Law, the court may impose one or more of the following measures: a. Prohibition from engaging in the Financial Activity in connection with which the offense w…

The penalties, administrative measures, and sanctions stipulated in this Decree by Law shall extend to any Person who colludes, instigates, causes, or participates in the commission of any crime or violation prescribed u…

1. The Authority, prior to initiating criminal actions, may effect a settlement with the violator in respect of the crimes stipulated in this Decree by Law, in accordance with the controls issued by a Resolution of the C…

1. The Authority shall assume no liability for any breach, non-compliance, or violation committed by Persons subject to the provisions of this Decree by Law or the Relevant Legislation, or for any breach, non-compliance,…

1. The Authority, upon receipt of a written request from any Person seeking exemption from the application of any provisions set forth in Authority decisions, may approve the exemption wholly or partially, condition such…

Communication with the Authority shall be made through authorized channels and by the Person possessing the relevant capacity or authority, or by a Person duly authorized by such Person. Any request, complaint, or grieva…

Employees of the Authority designated by a decision of the Minister of Justice, upon nomination by the Chairman of the Board, shall have the capacity of Judicial Enforcement Officers for the purpose of establishing any c…

The Authority may notify the interested parties of the draft regulations, rules, guidelines, circulars, and other decisions related to the organization of the Capital Market sector in the State prior to their issuance, t…

1. The Authority shall publish the regulations, rules, guidelines, circulars, and decisions issued thereby pursuant to the provisions of this Decree by Law and the Relevant Legislation, by such means as it deems appropri…

Resolutions issued by the Cabinet and the Authority prior to the entry into force of this Decree by Law and the Relevant Legislation shall remain in effect to the extent that they do not conflict therewith, until the nec…

All Entities and Persons to whom the provisions of this Decree by Law and the Relevant Legislation apply shall regularize their statuses in compliance herewith within (1) one year from the date of entry into force of thi…

Any provision that contravenes or conflicts with the provisions of this Decree by Law is hereby repealed.

This Decree by Law shall be published in the Official Gazette and shall enter into force on 1 January 2026.