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Significant Reforms to UAE Securities Regulations – Expansion to Include Cross-Border Activity
The publication in the Official Gazette of the UAE on January 1, 2026, brought into effect significant changes to the regulatory landscape in the UAE. Federal Decree Law No. 32 of 20251 concerning the establishment of the Capital Markets Authority (CMA) which replaces the previous securities regulator, the Securities and Commodities Authority (SCA) and Federal Decree Law No. 33 of 20252 regarding Capital Markets Organisation and Regulation, which replaces and codifies the licensing regime for financial activities in the UAE, as well as the laws on offerings of securities and market conduct, and expanding the scope of financial products to include virtual assets.
The two laws apply to activities conducted in the UAE outside the two financial free zones (the Dubai International Financial Centre (DIFC) and the Abu Dhabi Global Market (ADGM), which have their own securities laws, regulations and regulators.
In addition to expanding the regulatory perimeter and giving new powers to the regulator, , the legislation makes explicit, for the first time, that it applies to activities conducted on a cross-border basis. Article 2(1)(d) of Federal Decree Law No. 33 of 2025 provides that the law applies to:
"Any person targeting clients within the [UAE], even if their activity is conducted outside the [UAE] or from a financial free zone".
The list of financial activities subject to the regulation is broad, and includes inter alia, activities and services related to the establishment and management of investment funds; financial advisory services; portfolio management; promotion; and introducing financial activities.
The regulations give broad powers to the newly reconstituted regulator, the CMA, to exempt individuals or category of individuals from the licensing requirements for financial activities. As of the date of this publication, we are yet to see guidance from the CMA regarding its approach to cross-border activities under the new regulations. It is to be hoped that regulatory guidance on the CMA's approach regarding the extraterritorial application of the law will not be long awaited.
The consequences of a breach of the regulations may potentially be severe – Article 71 of Federal Decree Law No. 33 of 2025 provides for penalties of imprisonment for not less than one year and fines of up to 250 million dirhams (approximately US$68 million) for persons who engage in a financial activity in the UAE without a license, approval, registration, or accreditation from the CMA.
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