Federal Decree by Law No. (33) of 2025 Regarding the Regulation of Capital Market

Purpose and legislative background

The reform consolidates and modernises substantive federal capital-market regulation and operates together with the new Capital Market Authority law to create the 2026 regulatory architecture.

No later amendment was identified on the official legislation page reviewed on 31 August 2026. The practical framework is evolving through Authority resolutions, so those must be checked at the time of a transaction.

Scope and who it applies to

• Capital-market entities and persons within the federal regulatory perimeter.
• Issuers, offerors, listed companies and persons involved in securities offerings or disclosure.
• Licensed financial/capital-market service providers supervised by the Capital Market Authority.
• Markets, clearing/depository or other market-infrastructure entities within the statute's scope.
• Persons whose activities target customers in the UAE where the statutory territorial scope is engaged.

Key definitions

• The official law contains extensive defined terms for products, markets, regulated activities, persons and Authority concepts. Because perimeter questions turn on precise definitions, the official Article 1 should be used for classification decisions.

Main rights and obligations

• Regulated persons must hold required licences/authorisations and comply with Authority rules.
• Issuers and offering participants must satisfy disclosure and prospectus requirements applicable to their transaction.
• Market participants must comply with conduct, integrity and investor-protection rules.
• Covered entities must complete any required status regularization within the transitional period.

Procedures and compliance

• Map the proposed product/service to the law's defined regulated activity.
• Confirm whether the Capital Market Authority, a financial free-zone regulator or another regulator has jurisdiction.
• Identify licensing, offering, disclosure, governance and ongoing reporting obligations.
• Review transitional CMA/SCA resolutions that remain in force under Article 82.

Deadlines and time limits

• Effective date: 1 January 2026.
• Article 83 regularization period: one year from entry into force, subject to Board extension.
• Transaction-specific disclosure, filing and reporting deadlines depend on the law and applicable Authority rules.

Enforcement, violations and penalties

['The law provides supervisory and enforcement powers and a sanctioning framework. For any alleged breach, identify the exact article, Authority resolution and procedural route before stating a fine or sanction.']

Source distinction: A penalty or enforcement measure stated as part of the legislation must be checked against the enacted article. Administrative details may be supplied by Cabinet, ministry, regulator or judicial-authority instruments. The practical commentary here is not a substitute for those instruments.

Practical scenarios

1. A broker operating on the UAE mainland should confirm its licence category and transitional status under the new CMA framework.
2. A company planning a securities offering should map prospectus, approval and responsibility requirements before marketing the offer.
3. A virtual-asset business should perform a regulatory-perimeter analysis rather than assuming a Dubai or free-zone licence eliminates federal capital-market obligations.
4. A compliance team should inventory pre-2026 SCA resolutions and identify which remain applicable under Article 82.

Amendments and related legislation

No later amendment was identified on the official legislation page reviewed on 31 August 2026. The practical framework is evolving through Authority resolutions, so those must be checked at the time of a transaction.

Related legislation and official guidance listed in the manifest and research notes should be checked together with the principal law, especially where the principal law delegates detail to an executive regulation, Cabinet resolution, regulator rule or judicial guide.

What businesses and individuals should check

• Read this decree-law together with Federal Decree by Law No. (32) of 2025 on the Capital Market Authority.
• Existing SCA/CMA resolutions may continue under Article 82 only to the extent they do not conflict with the new law and until replacement rules are issued.
• Covered persons had a one-year regularization period from 1 January 2026 under Article 83, subject to possible Board extension.
• Financial free zones and virtual-asset activities require careful perimeter analysis; do not assume one licence covers every federal or emirate-level activity.
• Confirm that the version of the law and implementing instruments being used is current on the date of the transaction or dispute.
• Keep a copy or citation of the official source used for any compliance decision.
• Do not rely on the cover artwork as evidence of official publication or government endorsement.

When legal advice may be useful

Professional interpretation may be useful where the applicable legal regime is disputed, a licence or regulatory perimeter is unclear, a transitional rule affects an existing right or contract, a penalty or enforcement action is possible, or facts span multiple Emirates, free zones or foreign jurisdictions.

Information status

This explanation was researched and checked on 2026-08-31. It provides general legal information and should be re-verified against the official source for any later amendment or implementing decision.