The United Arab Emirates has launched a comprehensive modernization of its onshore capital markets regulatory regime with the entry into force of two new federal decree-laws on January 1, 2026. Federal Decree-Law No. 32 of 2025 concerning the Capital Market Authority and Federal Decree-Law No. 33 of 2025 concerning the Regulation of the Capital Markets together repeal Federal Law No. 4 of 2000 and introduce a more comprehensive and statute-driven regulatory framework for UAE’s onshore capital markets. Issued by His Highness Sheikh Mohamed bin Zayed Al Nahyan, President of the UAE, the measures sit within a broader legislative program that has recently updated company, banking, insurance, and civil transactions laws.
At the institutional level, the Capital Markets Authority Law reconstitutes the former Securities and Commodities Authority (“SCA”) as the Capital Market Authority (“CMA”), which assumes all rights, obligations, and contracts of its predecessor as legal successor. The CMA is given a clear mandate as the federal capital markets regulator, with statutory objectives centred on investor protection, market integrity, fairness, and transparency. While the institutional transition may appear largely nominal, the reform reflects a broader strengthening of the federal regulatory framework and aligns the authority’s mandate more closely with international securities regulatory standards.
The Capital Markets Law adopts a broad scope, covering financial products and activities conducted within the UAE, and extending to foreign issuers whose securities are offered, marketed, or traded within the UAE onshore markets, including issuers incorporated outside the UAE. Financial free zones such as Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) continue to operate under their own independent regulatory regimes, although cross-border offerings into the UAE onshore market may fall within the scope of the federal framework.
The law also captures any person targeting clients in the UAE with regulated activities, even if operating from outside the country or from a free zone, while activities carried out exclusively within the free zones remain outside its ambit. Entities within scope are expected to align their regulatory status within the transitional period provided under the Decree-Laws and subsequent implementing regulations.
Several provisions directly address areas that were previously driven by market practice and interpretive comfort. A unified statutory prospectus liability regime now applies to all issuers, imposing liability on boards, senior management, and advisers for omissions or misleading information within their competence and introducing civil and criminal liability for misleading statements or omissions in offering documents. The law also codifies a safe harbour for price stabilization activities in line with global norms, permits delayed disclosure of inside information in limited circumstances subject to regulatory controls. A significantly strengthened whistle-blower framework provides enhanced protections, including confidentiality and protection from retaliation, aiming to encourage more active reporting of market abuse.
The law also expands the definition of “Financial Product” to potentially include certain virtual asset-related activities within the scope of the capital markets regulatory framework, subject to coordination with other UAE authorities responsible for digital asset regulations. On enforcement, the Decree-Laws sharply increase both administrative and criminal sanctions, introduce tiered powers for exchanges and the CMA (including fines up to AED 200 million and extensive regulatory measures), and provide for criminal settlement mechanisms at both regulatory and prosecution stages. Investor confidence and market resilience are further supported through the framework for an Investor Protection Fund and a Settlement Guarantee Fund, as well as enhanced preventive tools and a dedicated recovery and resolution regime for systemically important CMA licensees. Collectively, the Decree-Laws mark a structural shift toward a statutory, enforcement-oriented framework that aligns UAE onshore capital markets more closely with international standards.
Overall, the new Decree-Laws cement a more rigorous, statute-based capital markets regime that clarifies regulatory expectations, strengthens enforcement and investor protection, and positions the UAE’s onshore markets more closely in line with leading international financial centres.
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