TRW & Co · Capital markets
Listing on DFM or ADX: The IPO Process in the UAE
An IPO in the UAE on DFM or ADX has three legal stages: convert the issuer into a public joint stock company, obtain Capital Market Authority approval of the prospectus and offering, and gain admission to trading on the exchange. Since 1 January 2026 the CMA has replaced the SCA under new federal laws, so check which rules are current.
Key pointUnder the 2025 Capital Market Law, the board, executive management and advisers are all liable for missing or misleading prospectus information, so a documented verification process is now the directors' main protection, not a formality.
At a glance
CMA replaced SCA
Since 1 January 2026, the Capital Market Authority has been the federal securities regulator under Federal Decree-Laws No. 32 and No. 33 of 2025.
PJSCs only
Onshore public offerings are reserved to public joint stock companies, so most issuers must reorganise and convert into a PJSC before an IPO.
Old rules continue
Earlier Cabinet and authority resolutions stay in force where consistent with the new laws until replaced, and regulated persons have a year from 1 January 2026 to regularise.
Prospectus liability
The board, executive management and advisers are accountable for missing, misleading or inaccurate prospectus information under the Capital Market Law.
Stabilisation safe harbour
The new law expressly protects price stabilisation carried out under the applicable controls, which supports aftermarket activity by the banks.
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IPO in the UAE: the short answer
An IPO in the UAE on the Dubai Financial Market (DFM) or the Abu Dhabi Securities Exchange (ADX) follows three legal stages. First, the issuer becomes, or is converted into, a public joint stock company (PJSC), because onshore public offerings are reserved to PJSCs. Second, the Capital Market Authority approves the prospectus and the offering. Third, the chosen exchange admits the shares to trading.
The regulatory ground shifted on 1 January 2026, when the Capital Market Authority (CMA) replaced the Securities and Commodities Authority under two new federal decree-laws. Much of the detailed rulebook issued under the old regime continues while the CMA issues replacements, so issuers need to check which instrument is current when they file.
As of October 2026, this guide explains the conversion to a PJSC, the CMA approval process, the listing steps and the mistakes that delay deals. For our full practice overview, see IPOs and listings in the UAE.
The legal framework in 2026
The Capital Market Authority
Federal Decree-Law No. 32 of 2025 regarding the Capital Market Authority created the CMA as the federal regulator and legal successor to the SCA, and references to the SCA in other legislation are read as references to the CMA. It repealed Federal Law No. 4 of 2000, which had governed UAE securities markets for a quarter of a century. Earlier Cabinet and authority resolutions remain in force where they do not conflict with the new laws until replaced, and persons subject to the new regime must regularise their status within one year from 1 January 2026, which the CMA may extend.
The Capital Market Law
Federal Decree-Law No. 33 of 2025 regarding the Regulation of the Capital Market sets the substantive rules. For an issuer, the key provisions are a prospectus regime under which the board, executive management and advisers are liable for missing, misleading or inaccurate information; a power for the CMA to suspend an issue; continuing disclosure duties, with a procedure to request a delay in disclosing inside information; insider dealing and market manipulation prohibitions; and a statutory safe harbour for price stabilisation carried out under the applicable controls. The CMA can impose substantial fines, and criminal penalties apply to serious breaches.
The Commercial Companies Law
Federal Decree-Law No. 32 of 2021 on Commercial Companies, amended in 2025, supplies the corporate rules: only PJSCs may offer shares to the public, founders' minimum and maximum subscriptions are set by Cabinet resolution, and PJSCs must meet governance requirements issued by the regulator. The 2025 amendments simplified conversions between legal forms while preserving legal personality.
DIFC and ADGM
The financial free zones run separate listing regimes. In the DIFC, the Dubai Financial Services Authority acts as listing authority and Nasdaq Dubai operates the market. In ADGM, the Financial Services Regulatory Authority performs the listing function. DIFC and ADGM issuers offering securities onshore are within the CMA's reach.
ADX, DFM or another venue
The venue decision is commercial as much as legal. The table sets out the general position.
| Venue | Regulator | Issuer form | Typical fit |
|---|---|---|---|
| ADX (Abu Dhabi) | CMA; ADX listing rules | Onshore PJSC, or approved foreign or free zone issuer | Large Abu Dhabi groups, privatisations, energy and industrial issuers |
| DFM (Dubai) | CMA; DFM listing rules | Onshore PJSC, or approved foreign or free zone issuer | Dubai government-related entities, utilities, real estate and consumer businesses |
| Nasdaq Dubai | DFSA as listing authority | DIFC or foreign company | International issuers, sukuk, bonds and specialist products |
| ADGM | FSRA as listing authority | ADGM or foreign company | Issuers wanting a common-law framework in Abu Dhabi |
| Dual listing | Home and foreign regulators | Depends on primary venue | Groups with a Saudi, UK or other foreign investor base |
Offer structure: primary, secondary and cornerstones
Selling new shares raises money for the company; selling existing shares pays the selling shareholders. Investors look closely at the mix, because a largely secondary deal can be read as an exit, so the equity story must explain why sellers are reducing and what they keep. Offerings are usually split between an institutional tranche run as a bookbuild and a retail tranche, with percentages set in the prospectus within the regulator's parameters. Cornerstone investors who commit before launch give price support, but their agreements, disclosure and lock-ups need careful drafting. Treat any tranche percentage heard in the market as deal-specific, not law.
ADX and DFM attract deep regional liquidity and strong retail participation. International institutional tranches are usually marketed alongside the UAE offering under private placement exemptions abroad.
Converting to a PJSC
Most private companies are not, in their current form, eligible to offer shares to the public. The classic route for an IPO in the UAE is to convert the onshore operating company, or a new holding company, into a PJSC. Our guide to joint stock companies in the UAE explains the PJSC and private joint stock company forms.
Group reorganisation
Move the businesses that will be listed under one entity and carve out those that will not. Transfers may engage corporate tax reliefs with conditions and holding periods; see our guide to corporate restructuring.
Valuation
In-kind contributions and conversion valuations must follow the applicable valuation requirements, and overvaluation carries serious consequences for founders and directors.
Constitution
Adopt PJSC articles that comply with the Commercial Companies Law and the governance rules, including board composition and committees.
Founders' stake
Founders' minimum and maximum subscriptions and lock-ups are set by Cabinet resolution and regulatory rules; confirm the current figures with the CMA when planning the offer size.
Change-of-control and ownership clauses in bank facilities, government concessions and joint venture agreements are the most common late surprise. A conversion or listing can trigger consent requirements even where control does not change. Map them in the readiness phase and approach counterparties before the intention-to-float announcement.
The IPO process step by step
A well-prepared issuer can move from kick-off to listing within months; a group that starts with an untidy structure should plan for longer.
- Readiness review. Test audited financials, group structure, licences, related-party dealings, governance and title to key assets against listing expectations, and fix gaps before banks are mandated.
- Restructure and convert. Reorganise the group, move assets into the listing entity and convert it into a PJSC with compliant articles.
- Appoint advisers. Lead managers, issuer and bank counsel, auditors, receiving banks and investor relations support.
- Due diligence and drafting. Run legal and financial due diligence, draft the prospectus and international offering memorandum, and build the governance framework. Our due diligence checklist covers many of the same workstreams.
- CMA and exchange approvals. File the prospectus and offering application with the CMA and the listing application with ADX or DFM, and respond to comments.
- Intention to float and bookbuild. Announce, run investor education, launch with a price range, close the book and allocate across institutional and retail tranches.
- Listing and aftermarket. Admit the shares to trading, manage any stabilisation period and switch to listed-company disclosure discipline.
Documents an IPO in the UAE requires
The prospectus is only the visible part of the document set. Assemble the rest early, because gaps found late delay approval:
- Audited financial statements for the periods the CMA and the exchange require, with interim reviews and reconciliations of any accounting changes.
- PJSC articles, conversion resolutions and valuation reports.
- A legal due diligence report covering licences, material contracts, financing, real estate, IP, litigation, employment and data protection.
- A register of related-party transactions and the terms that will govern them after listing.
- Board and committee charters, a corporate governance report, insider lists and a disclosure policy.
- Underwriting or placement agreements, cornerstone agreements, lock-up undertakings and stabilisation documents.
- Beneficial ownership records and shareholder approvals for any sale of existing shares.
Illustrative scenario: a family group lists in Dubai
Illustrative only; the parties are generic. A family-owned logistics group operates through three mainland LLCs and a free zone company. The family wants a partial exit and growth capital, and chooses an IPO in the UAE on DFM.
The readiness review finds leases from family companies on informal terms, a shareholder loan and two contracts with change-of-control clauses. The group creates a new holding company, transfers the operating companies under it using group relief, documents the leases at arm's length and converts the holding company into a PJSC. The offering combines new shares, raising capital for the company, with a sale of existing shares by the family, which accepts a lock-up. The board rehearses the listed-company disclosure cycle before the intention to float, and the verification process traces every material prospectus statement to evidence.
Risks and common mistakes
Treating the prospectus as marketing copy
Under the Capital Market Law, the board, executive management and advisers answer for missing, misleading or inaccurate prospectus information. Statements about growth, market share and pipeline must be supported by evidence on file. A verification process, tracing every material statement to a document or named person, is the main defence. Directors should see the verification notes before signing off, because their exposure continues after listing. See our guide to directors' duties and personal liability.
Leaving related-party dealings until late
Founder-owned groups often trade with other businesses owned by the same family through leases, supply agreements, shared services and guarantees. Investors and the regulator expect these on arm's length terms, documented and approved under listed-company rules. Repricing them can change earnings, so the financial model must reflect the post-IPO position. Do the work at the readiness stage and disclose the outcome clearly.
Leaks and premature disclosure
Rumours of a listing attract regulatory attention, and the new law prohibits dealing on or improperly disclosing inside information. Keep an insider list from the start, use code names, control who speaks to the press and agree a holding statement in case a story breaks. An issuer with listed debt may already have disclosure obligations triggered by preparatory steps.
Working from the pre-2026 rulebook
Advisers still citing the SCA as regulator or Federal Law No. 4 of 2000 as the governing statute are out of date. The CMA is now the regulator, and earlier resolutions continue only where consistent with the new laws until replaced. Check which offering, listing and governance instruments are current at each filing, and confirm any figures for founders' subscriptions, free float or tranches against the latest rules rather than precedent deals.
Underestimating the tax side of the pre-IPO restructuring
Moving assets into a listing vehicle, converting a company or migrating a holding company can have corporate tax and VAT consequences. Reliefs for qualifying group transfers and business restructurings exist, but they come with conditions and holding periods that may sit uneasily with a sell-down shortly after listing. Obtain a tax step plan from a registered tax agent before signing any transfer documents; TRW & Co coordinates the legal steps with the tax adviser.
Life after an IPO in the UAE: governance and disclosure
Listing changes how the company is run, not only who owns it. The governance rules for PJSCs, which continue under the CMA until replaced, expect a board with independent members, functioning audit and nomination and remuneration committees, internal controls and clear rules on conflicts of interest. Investors test these arrangements during the bookbuild, and proxy advisers keep testing them afterwards. Our page on corporate governance in the UAE sets out the board processes.
Three features cause the most friction for founder-led businesses. Related-party transactions need independent approval and disclosure, which slows routine dealings with family companies. Directors and insiders must disclose their dealings in the company's securities and avoid closed periods, so personal portfolios need planning. And the board must decide quickly whether information is material and must be announced, using the new procedure to request a delay only where immediate disclosure would seriously harm the company and the conditions are met.
The practical answer is rehearsal. Run a mock board cycle under listed-company rules before the intention to float, test the disclosure committee on a live example and train every director on dealing windows. Issuers that do this find the first results announcement and annual general assembly far less stressful.
Cross-border investors and issuers
Most sizeable offerings are marketed internationally. Institutional tranches are offered outside the UAE under private placement exemptions, which shapes selling restrictions, the offering memorandum and legal opinions. Saudi investors are a core part of many books, and some issuers consider dual listing with the Saudi Exchange, which needs coordinated disclosure and settlement across two regulators.
Founders from Bangladesh, India, China and Singapore often hold UAE businesses through layered structures. Home-country approvals for outbound investment, foreign exchange rules and the seller's tax position can affect timing and net proceeds. TRW & Co coordinates with home-country advisers through its offices in Dhaka, Singapore and London.
Checklist for boards considering an IPO in the UAE
- Agree why the company is listing and what each shareholder wants from the offering.
- Decide which entity will list and whether it needs restructuring or conversion into a PJSC.
- Choose the venue and confirm the current CMA and exchange rules for that venue.
- Put audited accounts, licences and title documents into listing-ready order.
- Map change-of-control consents in financing, concession and joint venture documents.
- Document related-party arrangements on arm's length terms.
- Prepare the board for prospectus liability and post-listing disclosure duties.
An IPO in the UAE rewards preparation: issuers that fix structure and governance before the banks arrive list faster. For the post-listing regime, see our guide to the UAE capital markets reform. To discuss a listing plan in confidence, contact TRW & Co or email info@trw.co. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Frequently asked questions
01Who regulates IPOs in the UAE in 2026?
Onshore offerings on ADX and DFM are regulated by the Capital Market Authority, which replaced the Securities and Commodities Authority on 1 January 2026 under Federal Decree-Law No. 32 of 2025. The exchanges apply their own listing rules. In the DIFC, the Dubai Financial Services Authority is the listing authority for Nasdaq Dubai, and in ADGM the Financial Services Regulatory Authority performs that role.
02Does a company have to be a PJSC to list in the UAE?
For an onshore public offering, yes. The Commercial Companies Law reserves public offerings to public joint stock companies, so an LLC or private joint stock company must convert, or a new PJSC holding company must be created, before the IPO. Entities established in a free zone or abroad can offer securities onshore with the regulator's approval, which matters for groups held through a DIFC or ADGM company.
03How long does an IPO in the UAE take?
It depends mainly on how ready the company is. A group with clean audited accounts, a simple structure and listed-company governance can move from kick-off to listing within months. Groups that must reorganise, convert into a PJSC, document related-party arrangements and obtain third-party consents should plan for longer. Regulatory review and market conditions also affect timing, so most issuers build in a buffer and keep the readiness work moving while waiting for a suitable window.
04What is the difference between listing on ADX and DFM?
Both are onshore exchanges regulated by the Capital Market Authority, with their own listing rules. ADX in Abu Dhabi has attracted many large Abu Dhabi groups and privatisations, while DFM in Dubai has hosted Dubai government-related entities, utilities and consumer and real estate businesses. The choice usually turns on the issuer's base, investor relationships, sector peers and any government shareholder's preferences.
05Who is liable for the prospectus in a UAE IPO?
Under the 2025 Capital Market Law, the issuer's board, executive management and advisers are liable for missing required information and for misleading or inaccurate statements in the prospectus. Intentional misstatement can lead to criminal penalties. Directors should insist on a verification process that traces every material statement to evidence, and review the risk factors carefully before approving the document. Advisers' own exposure means banks and counsel will also insist on thorough diligence.
06Can existing shareholders sell their shares in a UAE IPO?
Yes. Offerings can include new shares, which raise money for the company, existing shares sold by shareholders, or both. A largely secondary offering can be read by investors as an exit, so the equity story should explain why sellers are reducing their stake. Selling shareholders usually give lock-up undertakings, and founders' subscription and lock-up requirements set by the rules must also be met.
Sources and official materials
- Federal Decree-Law No. 32 of 2025 regarding the Capital Market Authority — Creates the CMA as SCA's successor from 1 January 2026
- Federal Decree-Law No. 33 of 2025 regarding the Regulation of the Capital Market — Offering, prospectus, disclosure and market abuse rules
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — PJSC formation, conversion and public offering rules
- Capital Market Authority — Federal securities regulator
- Dubai Financial Services Authority — Listing authority for the DIFC and Nasdaq Dubai
- Abu Dhabi Global Market — FSRA listing and markets regime in ADGM
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
