UAE Capital Markets Authority 2026: What Replaces the SCA and Why It Matters

The UAE is dissolving the Securities and Commodities Authority and replacing it with a new Capital Markets Authority, effective January 1, 2026.

Companies raising capital, listing securities, or operating in crypto asset services face a rewritten rulebook covering prospectus liability, enforcement powers, and price stabilization, all under a single regulator with broader authority than its predecessor.

Federal Decree-Law No. 32 of 2025 establishes the Capital Markets Authority itself, while Federal Decree-Law No. 33 of 2025 sets out the regulation of the capital market it will oversee. Together they replace decades of accumulated SCA regulation with a consolidated framework. This guide explains what actually changes for companies on the ground.

“The rulebook for raising capital in the UAE just got rewritten from the ground up, and companies that assume it is business as usual under a new name are misreading the reform.”

Why the UAE replaced the SCA with a new authority

The Securities and Commodities Authority had overseen the UAE’s capital markets since the early 2000s, but its founding legislation predated the country’s growth into a serious regional hub for listings, private capital raises, and now crypto asset activity. Regulators and market participants alike had flagged for years that the SCA’s enforcement toolkit and its rules on liability for market disclosures had not kept pace with how sophisticated the UAE’s capital markets had become.

Rather than patch the existing framework with incremental amendments, the legislature opted for a clean replacement: dissolve the SCA entirely and stand up a new Capital Markets Authority under fresh legislation. This gave drafters room to build in features that market participants had been requesting, particularly clearer rules on when a company and its officers are liable for a misleading prospectus, and clearer safe harbors for the kind of price stabilization activity that underwriters routinely conduct during a listing.

Folding the federal virtual asset service provider framework into the same reform is also notable. Rather than maintaining crypto regulation as a separate, bolted-on regime, the UAE is bringing digital asset service providers under the same capital markets authority that oversees traditional securities, at least at the federal level, alongside the free zone-specific regimes that already exist in ADGM and DIFC.

What the CMA actually does differently from the SCA

The most immediately practical change for companies is the codification of prospectus liability. Previously, liability for a misleading or incomplete prospectus relied on a mix of general company law principles and SCA guidance that was not always predictable in application. The new framework sets out specific standards for what a prospectus must disclose and who bears liability, whether that is the issuing company, its directors, or advisors who signed off on disclosure documents.

The price-stabilization safe harbor is a similarly practical addition. Underwriters managing a public offering routinely engage in stabilization activity, buying shares in the aftermarket to support the price during a defined window after listing, and previously had to navigate this without a clearly codified exemption from market manipulation rules. The new framework provides that safe harbor explicitly, provided stabilization activity stays within defined parameters.

Expanded enforcement and settlement powers

The CMA inherits broader investigative and enforcement authority than the SCA held, including expanded powers to settle enforcement matters with companies and individuals rather than pursuing every violation through full proceedings. This mirrors a trend seen in more mature capital markets regulators internationally, where a settlement mechanism lets the regulator resolve straightforward violations efficiently while reserving full enforcement action for more serious or contested cases.

For companies, this cuts both ways. A settlement option can mean a faster, less reputationally damaging resolution to a compliance misstep, but it also signals that the CMA intends to pursue enforcement more actively than the SCA historically did, since a workable settlement mechanism is typically built by a regulator planning to use its enforcement powers more, not less.

See our guide on the UAE company compliance checklist for the baseline governance and disclosure practices that reduce a company’s enforcement exposure under any regulator.

What changes for crypto asset service providers

Federal-level virtual asset service providers previously operated under a distinct VASP framework that sat somewhat apart from mainstream securities regulation. That framework is now folded into the CMA’s oversight, meaning crypto exchanges, custodians, and other digital asset service providers licensed at the federal level answer to the same authority now responsible for traditional capital markets.

This does not change the separate regimes that ADGM and DIFC operate for virtual assets within their own free zone jurisdictions, which remain independently regulated under those free zones’ own frameworks. Companies operating federally licensed crypto services, however, should expect the CMA to bring capital markets-style disclosure and governance expectations to a sector that had, under the old VASP framework, operated with somewhat lighter-touch obligations in some areas.

See our guide on the UAE fintech regulatory sandbox in DIFC and ADGM for how free zone crypto and fintech regulation continues to operate alongside this federal-level reform.

What companies planning to raise capital should do now

Any company with a listing, bond issuance, or significant private placement planned for 2026 should have its legal advisors review disclosure documents against the new prospectus liability standards well before submission, rather than assuming existing templates built under SCA guidance transfer over unchanged. The codification of liability standards means some disclosure practices that were defensible under general principles may need to be more explicit under the new law.

Boards and officers involved in capital raising should also revisit their own directors’ and officers’ insurance coverage in light of the codified liability framework, since insurers pricing this risk will want to understand exactly how the new prospectus liability rules change the company’s exposure profile compared to the SCA era.

See our guide on the UAE Central Bank law reconciliation for how this capital markets reform sits alongside other recent financial sector legislative changes shaping the broader regulatory landscape.

Transition arrangements and grandfathering

Companies already operating under SCA licenses or approvals as of January 1, 2026 should not assume automatic, unconditional continuity without any review. While transition provisions typically preserve existing licenses during a defined migration period, companies should confirm directly with the CMA, or through their legal counsel, exactly what documentation or updated filings are needed to formalize the transition from SCA to CMA oversight for their specific license type.

Companies in the middle of an SCA approval process as the transition takes effect face particular uncertainty, and should engage directly with the new authority early to understand whether pending applications carry over under the same terms or need to be resubmitted under the new framework’s requirements.

See our guide on UAE company redomiciliation for a sense of how the UAE typically structures transition and grandfathering provisions when a major legal or regulatory framework changes.

How this fits into the UAE’s broader legal modernization

The CMA reform arrives alongside other significant 2025 and 2026 legislative changes, including the amended Commercial Companies Law creating a formal non-profit company category and the ongoing modernization of LLC share rules. Read together, these reforms suggest the UAE legislature is working through a coordinated update of its core commercial and financial legal infrastructure rather than addressing capital markets in isolation.

Companies whose capital structure involves both traditional securities and newer instruments like interest shares or limited shares under the evolving Commercial Companies Law should watch both reform tracks closely, since a company’s capital raising strategy may need to account for changes on both fronts simultaneously.

See our guide on the UAE’s forthcoming LLC share rules reform for the parallel changes to share structures that companies raising capital should track alongside this capital markets reform.

Offshore holding structures used in capital raising

Many UAE companies preparing to raise capital route their listing or bond issuance through an offshore holding vehicle rather than the operating company directly, for reasons ranging from investor familiarity with a particular jurisdiction to specific tax or governance considerations. The CMA reform does not change the logic behind this structuring choice, but companies should confirm that any offshore holding vehicle sitting above a UAE listing remains compatible with the new prospectus liability rules, since liability can attach at the holding company level as easily as at the operating company level depending on how the offering is structured.

Legal teams reviewing an existing offshore holding structure ahead of a 2026 capital raise should treat this as a natural point to revisit whether the chosen jurisdiction and structure still serve the company’s needs, rather than assuming a structure set up years ago under the SCA regime is automatically optimal under the CMA framework.

See our guide on RAK ICC compared to BVI for offshore holding structures for how companies typically weigh jurisdiction choice for a holding vehicle sitting above a UAE capital raise.

Common mistakes when approaching the CMA transition

• Assuming existing SCA-era disclosure templates automatically satisfy the new codified prospectus liability standards.
• Treating the price-stabilization safe harbor as unlimited rather than bounded by specific timing and volume parameters.
• Ignoring the CMA’s expanded settlement powers when assessing enforcement risk for a compliance misstep.
• Failing to confirm transition documentation requirements for licenses or pending applications held under the old SCA framework.
• Overlooking that federally licensed VASP activity now sits under CMA oversight, distinct from ADGM and DIFC’s own virtual asset regimes.

When professional help is worth it

A private company not currently planning any public capital raise has limited immediate exposure to this reform beyond general awareness. Any company preparing a listing, bond issuance, or significant private placement in 2026, however, needs specialist legal review of its disclosure documents and governance structure against the new framework well ahead of any filing deadline.

The e.zone team that handles capital raising and financial structuring can help boards understand exactly how the codified prospectus liability rules change their personal exposure compared to the SCA era. See e.zone’s guide on why founders and investors pursue the Dubai Golden Visa for how company founders raising significant capital often pair a corporate transaction with a personal residency strategy at the same time.

Companies should also watch for CMA-issued implementing regulations and guidance notes through the first half of 2026, since a framework this significant typically arrives with a wave of secondary rulemaking that fills in operational detail the primary decree-laws leave to the regulator’s discretion.

Frequently asked questions

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