UAE Capital Market Regulatory Overhaul: Key Changes from 1 January 2026

The United Arab Emirates has enacted two complementary federal laws that together overhaul the onshore capital markets framework, reconstituting the SCA as the CMA and expanding supervision, conduct standards, and enforcement tools, with key changes effective 1 January 2026.

Effective date: 1 January 2026. Both federal laws take effect on 1 January 2026.

Who is affected: The regime touches licensed firms, approved persons, issuers (including foreign issuers), funds, markets and participants engaged in cross‑border activities connected to the UAE.

Relevance 

The new two laws are: the Federal Law No. (32) of 2025 reconstitutes the Securities and Commodities Authority (SCA) as the Capital Market Authority (CMA) and establishes the CMA’s governance structure, operational mandate, and supervisory authorities.

The Federal Law No. (33) of 2025 on Capital Market Regulation replaces the former SCA regulatory regime and introduces a significantly expanded framework governing onshore and cross‑border capital markets activity linked to the UAE. The law enhances supervisory reach, elevates conduct and compliance obligations, and strengthens enforcement mechanisms available to the regulator.

Summary

The following highlights are not exhaustive but capture the most salient changes for planning and implementation:

• Limitations to cross-border activities: it is specifically confirmed that the law applies to any person targeting clients in the UAE even if the activity is conducted from outside of the UAE or from a financial free zone, as long as the activity is within this law and related legislation.
• A new concept of licence transfer mechanism is in place permitting a licensed person to transfer its financial activity licence to another person, subject to Authority conditions.
• Board and executive appointments at licensed entities now require prior Authority approval; the Authority may reject nominations or renewals.
• Early intervention: the Authority may appoint a temporary manager where there are solvency/prudential issues or serious violations, with broad accompanying measures.
• Close links: notifications are mandatory; the Authority may require termination or amendment of links that impair supervision.
• Licence suspension: licensed entities may request temporary suspension (up to 12 months, extendable); failure to resume can result in revocation.
• Foreign issuers: even if instruments are unlisted, foreign issuers must submit documents, data and financial reports to the Authority and meet disclosure regimes covering rumors/material information and publication.
• Funds regime: funds may take commercial company forms under the Companies Law (subject to approval/exemptions), implying consequential updates to fund regulation.
• Continuing powers: the Authority’s powers continue for three years after licence revocation or cessation for conduct discovered in that period, with actions continuing until completion.
• Market oversight: coverage explicitly includes foreign issuers dealing in foreign securities in the UAE; prudential and exceptional‑circumstances tools include trading halts and nullifications.
• Resolution of systemic firms: the Authority holds comprehensive powers, including removal of management, transfers or sales of assets/liabilities, moratoria, contract interventions, bridge entities, and creditor stays.
• Client assets and priority: client assets are segregated and recoverable; client claims rank ahead of other creditors, with partners/shareholders last.

How can we help?

We advise on scoping, licensing and approvals, disclosure controls and procedures, prudential and early‑intervention preparedness, fund structuring options, and governance changes. Our team guides policy and documentation updates and supports regulator engagement for smooth compliance.