UAE President Sheikh Mohamed bin Zayed issued two landmark laws: Federal Decree-Law No. 32 of 2025 (CMA Law) and Federal Decree-Law No. 33 of 2025 (Capital Market Law). They came into force on January 1, 2026.These laws were enacted to preserve the stability and integrity of the capital market. These laws are going to help to enhance the alignment with international practices and compliance requirements of international Organization of Securities Commissions, the World Bank, the International Monetary Fund, and the recommendations of the Financial Action Task Force.

Who Does This Apply To?

  1. Anyone dealing in financial products or carrying out financial activities within the UAE.
  2. Foreign issuers including those in ADGM or DIFC when offering or trading securities onshore.
  3. Anyone targeting UAE clients from outside the UAE or from a free zone.

Entities must regularize their status by January 1, 2027. Activities conducted exclusively within financial free zones remain outside CMA’s scope.

From SCA to CMA

The Securities and Commodities Authority (SCA) is reconstituted as the Capital Market Authority (CMA). It is not just a rebranding but a formal elevation to improve the capital market functions to a dedicated authority with wide scope and aligned to the peer securities regulators.

Key Changes Introduced

Prospectus Liability Regime
  1. A statutory liability is imposed on board of directors, executive management, and advisers for missing data, misleading or incorrect information in prospectus.
  2. Criminal penalties: imprisonment of not less than one year plus substantial fines for intentional misconduct.
  3. This applies to onshore and freezone incorporated issuers.
Price Stabilization Safe Harbor
  1. Earlier Article 355 of the Commercial Companies Law criminalised transaction that intended to influence the security prices. Whereas now in the new laws Article 37(2) there is an explicit protects price stabilization activities from being treated as market manipulation.
Delayed Disclosure of Inside Information
  1. Issuers can delay disclosure of material/inside information if immediate disclosure would cause serious harm by submitting a written justified request.
Margin Lending Priority
  1. Licensed margin lenders get a super-priority right to recover funds by selling securities in a client’s margin account. There is no need of a prior court recourse. This situation could be triggered by situations like client’s death, bankruptcy, liquidation, guardianship, or attachment over securities.
Whistleblower Protections
  1. Anyone can become a whistle-blower and report a suspected violation to the CMA, market, employers, compliance officers, or Public Prosecution.
  2. Their identity will be kept confidential and will only be disclosed to judicial authorities.
Virtual Assets Brought into the Capital Market Perimeter
  1. Virtual assets (cryptocurrencies, tokens) are now classified as “Financial Products” under the law. Trading is only permitted if listed on a CMA-licensed platform and registered.

Enhanced Enforcement Framework

In the new law:
  1. Abu Dhabi Securities Exchange/ Dubai Financial Market can impose up to AED 1 million per violation
  2. CMA can impose up to AED 200 million in addition to the suspensions, management bans, license revocations
  3. Courts can impose up to AED 250 million in addition to the mandatory custodial sentences
  4. A criminal settlement mechanism has also been introduced where the CMA can settle before the proceedings if it is rejected then the matter goes to public prosecution service.

Investor Protection Mechanisms

In order to protect investor funds against specific risks an Investor Protection Fund has been established by CMA. A Settlement Guarantee Fund may be established by the central clearing house to guarantee settlement of market transactions.

Financial Stability & Resolution Powers

The CMA can intervene in insolvency/restructuring proceedings that involves regulated persons. Recovery and Resolution Regime introduced for systemically important CMA licensees (no equivalent existed before).

The introduction of Federal Decree-Law No. 32 of 2025 and Federal Decree-Law No. 33 of 2025 marks a significant shift in the UAE’s capital market landscape, transitioning from a largely rule-based framework to a comprehensive, statute-driven and enforcement-focused regime. By strengthening regulatory oversight, enhancing investor protection, integrating virtual assets, and aligning with global best practices, the UAE reinforces its position as a leading international financial hub. Market participants must now carefully assess their compliance frameworks and operational structures to align with the new requirements ahead of the 2027 transition deadline.

At Ayesha Al Dhaheri Advocates and Legal Consultants, we provide expert legal guidance on UAE capital market regulations, financial compliance, and regulatory transitions. Our team supports clients in navigating complex legal reforms, ensuring full compliance while identifying strategic opportunities within the evolving regulatory landscape.