UAE Capital Markets Lawyers
Securities & IPO Legal Services
Capital Markets Compliance & Securities Law Firm in UAE
In the fast-changing financial market of the UAE, dealing with equity and debt issuance needs more than legal advice — it needs a strong and trusted partner. As a trusted legal consultancy, Moores Rowland Law Firm offers full UAE capital markets legal services for corporations, financial institutions, and private equity firms that want to benefit from the UAE’s strong liquidity.
With the shift from the Securities and Commodities Authority (SCA) to the new Capital Market Authority (CMA) under Federal Decree-Law No. 32 of 2025, the UAE now has a more advanced regulatory system.
Our capital markets lawyers in the UAE help your business stay in compliance with the latest CMA regulations, DFM listing rules, and ADX requirements so that you can access the UAE capital markets safely and smoothly.
Who We Serve
- Public Joint Stock Companies (PJSCs)
- Family businesses preparing for IPO
- Free zone companies in DIFC and ADGM
- Financial institutions and investment banks
- Private equity firms and asset managers
- Foreign issuers seeking UAE market entry or dual listing.
Regulatory Framework for Capital Markets in UAE
The legal system for UAE capital markets is strong and investor-focused. It follows international practices. The Abu Dhabi Securities Exchange (ADX) and Dubai Financial Market (DFM) are now primarily regulated by the Capital Market Authority (CMA) under Federal Decree-Law No. 32 of 2025 (CMA Law) and Federal Decree-Law No. 33 of 2025 (Capital Market Regulation Law).
The new laws contain provisions that build on the SCA’s existing powers and rules and create new legal regimes relating to prospectus liability, price-stabilization (safe harbors) and foreign issuers and cross-border offerings.
Key legal references include:
- Federal Commercial Companies Law (Federal Law No. 32 of 2021) for PJSCs
- SCA Resolution No. 11/R.M of 2016 on share issuance and public offerings
- ADX and DFM listing rules
- Corporate governance and continuous disclosure requirements.
The UAE regime covers onshore and free zones such as ADGM, DIFC, allowing dual listings, foreign issuer entry and redomiciliation.
Moores Rowland works to ensure businesses are fully aware and in compliance with the new regulations, giving them efficient access to the UAE capital markets, securities offerings and IPOs.
IPO Requirements and Listing Criteria on ADX and DFM
Our IPO lawyers in UAE assist clients throughout the whole process of going public. An IPO in UAE allows companies to raise funds, provide shareholders with liquidity and to enhance the market presence. Usually, going public involves: converting the company to PJSC, extensive due diligence, prospectus preparation and regulatory approvals.
Key Eligibility Requirements for Listing on ADX/DFM (subject to specific rules and possible waivers)
- Minimum issued capital of AED 30 million and paid-up share capital of at least AED 25 million or 35% of issued capital (whichever is higher).
- Track record requirements, generally including two years of profitability for many issuers.
- Corporate governance compliance and suitable management structure.
- Adequate free float and shareholder distribution.
UAE IPO Process Overview: How Our IPO Lawyers Assist Corporate Clients
An IPO is a complex process with its own set of financial, regulatory, and governance obligations in the UAE. Our IPO lawyers in Dubai would guide the corporate clients throughout the entire process so that the company is able to comply with all CMA guidelines as well as ADX and DFM.
- Pre-IPO Planning: We provide assistance with corporate restructuring, governance improvements, financial auditing and feasibility assessments to ensure the company meets CMA and exchange standards.
- Regulatory Approvals: We handle all CMA, ADX, and DFM applications, due diligence reports, disclosures, and related filings.
- Prospectus Preparation: We write the full Arabic prospectus and investor materials in accordance with the disclosure requirement of the CMA and the rules of the listing.
- Subscription and Allocation: We monitor the public subscription or institutional book building, and work with underwriters (licensed investment banks or financial institutions) to make sure the pricing and allocation adhere to the regulations of the exchange and the CMA.
- Listing and Trading: We deal with final listing paperwork, ensure that you begin trading your shares on ADX or DFM, and assist with price-stabilization within the scope of the CMA’s safe harbor framework.
- Post-IPO Compliance: We handle ongoing disclosure, insider trading, governance matters, and investor relations to help ensure you continue to comply with your obligations under CMA and the exchange.
- Our IPO lawyers support clients through all stages to ensure compliance and a successful listing.
Our Key Securities & IPO Legal Services for Businesses
At Moores Rowland, we offer a full range of securities & IPO legal services in UAE designed for corporate clients:
IPO Preparation and Execution
We help clients for every step of the UAE IPO. Our IPO lawyers in UAE help with early preparation, legal due diligence and prospectus drafting, and all CMA, ADX and DFM approvals needs.
- Pre-IPO Structuring: We help with corporate reorganization, conversion of the company into a Public Joint Stock Company (PJSC), change in ownership and pre-IPO financing through private placements.
- Due Diligence: We carry out complete legal, financial and operational due diligence to meet CMA and market requirements.
- Prospectus Preparation: We draft the UAE prospectus (Arabic version for CMA approval) and the international offering memorandum (IOM), targeting international investors.
- Regulatory Approvals: We make all submissions to the CMA, ADX or DFM, and work closely with the listing adviser and other stakeholders.
- Transaction Documentation: We prepare the underwriting agreements, price-stabilization documentation (using the new safe harbor regime) and investor agreements.
- The public phase (from Intention to Float (ITF) announcement to final listing) typically lasts for about 3 to 4 weeks. However, complete preparation often takes 12 to 24 months (or more). We ensure that all the required disclosures comply with both UAE and international regulations.
Securities Offerings and Capital Raising
Our UAE securities lawyers can assist with various capital markets transactions other than IPOs, including:
- Private placements: We handle the legal work for regulated offerings to professional and sophisticated investors. This gives companies greater flexibility within the new rules.
- Debt securities & Sukuk: We prepare and manage the documentation for issuing and listing bonds, notes, and Islamic sukuk on UAE exchanges.
- Follow-on offering: We assist companies with secondary offerings, rights issues and other post-IPO capital raising for listed companies.
- REITs and structured vehicles: We support the establishment and listing of REITs, real estate funds and other structured vehicles.
- We structure and prepare the necessary legal documentation to meet the tax, regulatory and commercial requirements. We also ensure full compliance with all relevant rules, including those prescribed by the CMA, ADX, DFM, DIFC and ADGM.
Post-Listing Compliance and Ongoing Obligations
Once an entity becomes a publicly listed company in the UAE there are a variety of continuing compliance obligations. We assist listed entities with the legal and regulatory work required for these continuing obligations, including:
- Ongoing Disclosure & Reporting Obligations: Our lawyer draft and submit required disclosure obligations including financial statements and material event notifications.
- Corporate Governance Compliance: We manage all documentation related to board structure, committees, shareholder rights and corporate governance framework.
- Insider Trading & Market Conduct Compliance: Our IPO lawyer drafts internal policies and other compliance materials to comply with various CMA and exchange rules.
- Regulatory Filings: We manage filings with the CMA, ADX, DFM and other authorities.
- Crisis Management & Enforcement Response: We assist with documentation, filings and communications in relation to regulatory reviews or enforcement actions.
- Moores Rowland assists listed companies through the compliance process to ensure that the regulatory requirements are met with respect to all practical legal obligations in compliance with the UAE capital markets regulations and rules.
Why Choose Moores Rowland as Your UAE Capital Markets Lawyers?
Businesses looking to find a capital markets law firm in Dubai, a securities lawyer in Abu Dhabi, or IPO legal support in the UAE require transparency of process and confidence in regulatory requirements being handled properly.
At Moores Rowland, our IPO lawyer in Dubai assists companies to undertake the legal and compliance work required for UAE capital markets transactions.
- Up to date with Regulations: We keep track of all changes under the new CMA regime so that documents and filings comply with the latest UAE capital markets regulations.
- Multi-Jurisdictional Capability: We are able to handle work across onshore UAE, DIFC, ADGM and cross-border transactions.
- B2B Expert Focus: We work with corporate clients, financial institutions, funds and institutional investors across UAE capital markets.
- Integrated Legal Support: Our capital lawyers in Dubai work closely with our corporate, tax and dispute resolution teams to ensure that all documents and processes are aligned.
- Arabic and English Capability: We can draft documents, submissions in both English and Arabic, essential for CMA filings and prospectus work, and communicating with ADX and DFM.
Speak With Our UAE Capital Markets Team
Contact Moores Rowland Law Firm for experienced UAE capital markets legal advice and support. Our UAE Capital market lawyers regularly assist businesses with securities, IPOs, private placements, sukuk, and listing on ADX, DFM, DIFC and ADGM. We strive to provide clear, effective solutions that support your capital markets objectives.
Frequently Asked Questions (FAQs)
Q1. What does the CMA do in UAE IPOs?
The Capital Market Authority (CMA) is the UAE’s federal capital markets regulator and responsible for IPO, listing and prospectus approval, as well as market conduct. It replaced the SCA in 2026 as per Federal Decree-Laws 32 and 33 of 2025, and sets investor protection, disclosure and ongoing obligations for listed companies.
Q2. Who can list on ADX or DFM?
Any company that can satisfy the PJSC main market requirements, such as minimum capital, profitability or track record, governance standards and free-float levels can list on ADX or DFM. Some free zone companies and foreign companies can also be eligible subject to various approvals.
Q3. How long does an IPO take in the UAE?
Complete IPO preparation can take 12–24+ months, depending on restructuring and IPO readiness. Once ready, the public process from Intention to Float (ITF) can take 3–4 weeks.
Q4. What are the main legal risks in UAE securities offerings?
Prospectus liability is the main legal risk. It not only applies to the board of the issuer, but also management and other responsible parties, where the prospectus contains incorrect information or omits other facts and detail.
The new law comes with civil sanctions and even criminal sanctions, so disclosure and full due diligence are critical.
Q5. Do you advise on private placements and debt issuances?
Yes. We cover all legal and regulatory aspects of private placements, sukuk, bonds and other debt vehicles. These are useful ways for companies to raise capital without a full public listing, but still require CMA requirements to be satisfied.
Disclaimer:
This service page is for information purposes only and does not constitute legal advice. The information relates to UAE law as at the time of publication and may change. We at Moores Rowland do not accept any liability for reliance upon this information without obtaining specific legal consultation applicable to your particular situation.