TRW & Co · Banking, Finance & Capital Markets
IPOs and Listings in the UAE
An IPO in the UAE now runs under a new federal framework: since 1 January 2026 the Capital Market Authority has replaced the SCA, and a new capital market decree-law governs offerings, prospectuses and listing. This guide explains the venues, the structuring work, the timeline and the liability that boards take on when they offer shares to the public.
Key pointSince 1 January 2026, Federal Decree-Laws No. 32 and No. 33 of 2025 govern onshore offerings, but earlier SCA resolutions continue to apply where consistent until replaced, so every filing must check which instrument is current. Prospectus accountability extends expressly to the board, executive management and advisers.
At a glance
New regulator since 2026
The Capital Market Authority replaced the Securities and Commodities Authority on 1 January 2026 as its legal successor, and Federal Law No. 4 of 2000 was repealed.
Prior approval required
Article 29 of Federal Decree-Law No. 33 of 2025 requires the Authority's prior approval of a securities issue and of the prospectus and any supplement.
Only PJSCs offer publicly
Under Article 32 of the Commercial Companies Law, only a public joint stock company may make a public offering, so most issuers must convert first.
Four listing routes
Onshore issuers list on ADX or DFM; Nasdaq Dubai operates under the DFSA in the DIFC, and ADGM's FSRA runs a separate listing regime.
Shared prospectus liability
The board, executive management and advisers are accountable for missing, misleading or inaccurate prospectus information, so verification is a core workstream.
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What an IPO in the UAE involves
An IPO in the UAE is the first offer of a company's shares to the public, followed by admission of those shares to trading on a UAE exchange. Onshore, that means the Abu Dhabi Securities Exchange (ADX) or the Dubai Financial Market (DFM). In the Dubai International Financial Centre, it means Nasdaq Dubai, and the Abu Dhabi Global Market (ADGM) runs its own listing regime. Each route has a different regulator, rulebook and investor base.
The decision to list is rarely only a capital-raising question. Founders use an IPO to create a market price for their stake, to give a family or private equity owner a partial exit, to fund expansion, or to meet a government privatisation programme. The reason for listing shapes almost every later choice: how many shares are sold, who sells them, which investors are targeted and how much control the existing owners keep.
It becomes a legal project long before the prospectus. Most UAE businesses are not, in their current form, eligible to offer shares to the public. Group structures, related-party arrangements, licences, title to key assets and governance usually need work, and that work takes months rather than weeks.
The legal framework for an IPO in the UAE in 2026
The onshore framework changed fundamentally on 1 January 2026. Two federal decree-laws issued on 1 October 2025 came into force on that date, and any adviser still working from the pre-2026 position needs to update their playbook.
The Capital Market Authority
Federal Decree-Law No. 32 of 2025 regarding the Capital Market Authority created the Capital Market Authority as the federal regulator. It replaces the Securities and Commodities Authority (SCA) as its legal successor, and references to the SCA in other legislation are read as references to the new Authority. The new regime repeals Federal Law No. 4 of 2000, the statute that governed UAE securities markets for a quarter of a century.
The transition is gradual. The decree-law keeps earlier Cabinet and Authority resolutions in force, to the extent they are consistent with the new law, until replacement resolutions are issued. In practice, many of the detailed offering, listing and governance rules that issuers relied on under the SCA continue to apply for now, but they must be read through the new statute. Always check which instrument is current at the time you file.
The Capital Market Regulation decree-law
Federal Decree-Law No. 33 of 2025 regarding the Regulation of the Capital Market sets the substantive rules. The provisions that matter most for an IPO in the UAE are:
- Article 29: an issuer needs the Authority's prior approval before issuing a security. The prospectus must enable an informed investment decision, covering benefits, risks, rights and the issuer's financial position, and any amendment or supplementary prospectus also needs approval.
- Article 29(3): the board, executive management and advisers are accountable for missing, misleading or inaccurate information.
- Listing: a public joint stock company must list its shares on a market, and securities must be registered with the Authority before listing.
- Article 33: continuing disclosure duties, including prompt disclosure of material information and clarification of price-sensitive rumours.
- Market abuse (including Article 37): insider dealing and market manipulation prohibitions, with lawful price stabilisation expressly carved out.
The decree-law excludes the financial free zones from its scope. It does, however, allow entities established outside the UAE or in a free zone to offer securities onshore with the Authority's approval, which matters for holding-company structures.
The Commercial Companies Law
Federal Decree-Law No. 32 of 2021 on Commercial Companies, in force since 2 January 2022 and amended in 2025, supplies the corporate rules. Article 32 reserves public offerings to public joint stock companies (PJSCs). Article 105 leaves the minimum and maximum founder subscription to a Cabinet resolution. Article 117 bars founders from subscribing in the public tranche. Article 6 gives the regulator power to issue governance rules for PJSCs, and Article 7 allows fines of up to AED 10 million for governance breaches.
The DIFC and ADGM regimes
In the DIFC, the Dubai Financial Services Authority acts as listing authority and maintains the Official List of Securities under the DIFC markets legislation and its Markets Rules, while Nasdaq Dubai operates the market. In ADGM, the Financial Services Regulatory Authority performs the listing function under its own markets rules. Both regimes are English-language and modelled on international practice, which suits issuers targeting global institutions.
Choosing a venue and structure
The venue decision is as much commercial as legal. The onshore markets have deep local and regional liquidity and strong retail participation; Nasdaq Dubai is used more for debt, sukuk and specialist listings; dual listings with Riyadh or London add complexity in exchange for reach.
| Route | Regulator | Issuer form | Typical fit |
|---|---|---|---|
| ADX (Abu Dhabi) | Capital Market Authority; ADX listing rules | Onshore PJSC, or approved foreign or free zone issuer | Large Abu Dhabi groups, privatisations, energy and industrial issuers |
| DFM (Dubai) | Capital Market Authority; DFM listing rules | Onshore PJSC, or approved foreign or free zone issuer | Dubai government-related entities, utilities, real estate and consumer businesses |
| Nasdaq Dubai (DIFC) | 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 | Both home and foreign regulators | Depends on primary venue | Groups with a Saudi, UK or other foreign investor base |
Primary shares, secondary shares or both
Selling new shares raises money for the company; selling existing shares pays the selling shareholders. Investors look closely at the mix. A largely secondary deal can be read as an exit, so the equity story must explain why the sellers are reducing and what they keep. Lock-up undertakings from remaining owners are standard and are negotiated with the banks.
Which entity lists
Many groups are held through a DIFC or ADGM holding company, or offshore. Listing that holding company onshore is possible as an approved foreign issuer, but it brings dual regulatory oversight. Converting an onshore operating company into a PJSC is the classic route. Article 107 of the Companies Law disapplies the five-founder minimum on conversion, which helps family and single-sponsor groups.
Investor tranches and cornerstones
UAE offerings are usually split between a professional or institutional tranche run as a bookbuild and a retail tranche for individual subscribers, 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 you hear in the market as deal-specific, not law.
The prospectus is a liability document before it is a marketing document: the board, executive management and advisers all answer for what it says.
IPO timeline: from readiness to first trade
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. The broad sequence for an onshore IPO in the UAE is:
- Readiness review. Test audited financials, group structure, licences, related-party dealings, governance and title to key assets against listing expectations, and fix gaps before advisers are mandated.
- Restructuring and conversion. Reorganise the group, move assets into the listing entity, and convert to a PJSC, including valuation of in-kind contributions under Article 118 of the Companies Law.
- Adviser appointments. Appoint the lead managers, legal counsel for issuer and banks, auditors, receiving banks and investor relations support, and agree the engagement terms and fee structure.
- Due diligence and drafting. Run legal and financial due diligence, draft the prospectus and international offering memorandum, and prepare the governance framework and board committee charters.
- Regulatory approvals. File with the Capital Market Authority and the chosen market, respond to comments, and obtain approval of the prospectus and the listing application.
- Intention to float and marketing. Announce, conduct analyst and investor education, then launch the offering with a price range and open subscription.
- Bookbuild, pricing and allocation. Close the book, set the final price, allocate across tranches, refund excess subscriptions and settle.
- Listing and aftermarket. Admit the shares to trading, manage any stabilisation period, and switch the business to listed-company disclosure and governance discipline.
Documents an IPO in the UAE requires
The prospectus is only the visible tip of the document set. The issuer should assemble the following early, because gaps found late delay approval:
- Audited financial statements for the periods the regulator and market require, plus interim reviews and a reconciliation of any accounting changes.
- Constitutional documents for the PJSC, conversion resolutions and valuation reports.
- A legal due diligence report covering licences, material contracts, financing documents, real estate, IP, litigation, employment and data protection.
- A related-party transaction register and the terms that will govern those relationships after listing.
- Board and committee charters, a corporate governance report, insider lists and a disclosure policy.
- Underwriting or placement agreement, cornerstone agreements, lock-up deeds and price stabilisation documentation.
- Beneficial ownership records and shareholder approvals for any sell-down.
Change-of-control and ownership clauses in bank facilities, government concessions and joint venture agreements are the most common late surprise. A listing can trigger consent requirements even though control does not actually change. Map them in the readiness phase and approach counterparties before the intention-to-float announcement.
Risks and common mistakes
Treating the prospectus as marketing copy
Article 29(3) of the Capital Market Regulation decree-law makes the board, executive management and advisers accountable for missing, misleading or inaccurate information. Statements about growth, market share and pipeline must be supported by evidence held on file. A verification process, in which every material statement is traced to a source document or a named person, is the issuer's main defence. Risk factors should be specific to the business rather than boilerplate. Directors should insist on seeing the verification notes before they sign off, because their personal exposure does not end at listing.
Leaving related-party dealings until late
Founder-owned groups often trade with other businesses owned by the same family: leases, supply agreements, shared services and guarantees. Investors and regulators want them on arm's length terms, documented and approved under the listed company's related-party rules. Unwinding or repricing these arrangements can affect earnings, so the financial model must reflect the post-IPO position. Do the work early and disclose the outcome clearly. See our page on corporate governance in the UAE for the board processes that follow.
Leaks and premature disclosure
Rumours of a listing move valuations of listed peers and attract regulatory attention. Under the decree-law's market abuse provisions, dealing on or disclosing inside information is prohibited. Keep an insider list from the start, use project code names, control who briefs the press, and agree a holding statement in case a story breaks. If the issuer already has listed debt, its existing disclosure obligations may be engaged by preparatory steps.
Underestimating the tax side of 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. Obtain a tax step plan before signing transfer documents. Our corporate tax team can review it alongside the legal plan.
Forgetting life as a listed company
After listing, the company must disclose material information promptly, publish financial reports on time, manage director and insider dealing windows, and run board committees that actually function. Directors and executives must report their own dealings. Groups used to private decision-making often find this the hardest adjustment. Build the compliance calendar and the investor relations function before the first trade, not after the first breach. Our page on directors' duties and liability sets out the personal exposure.
Governance expectations after listing
Listing changes how the company is run, not only who owns it. The governance rules issued for PJSCs under Article 6 of the Companies Law, which continue under the new Authority until replaced, expect a board with independent members, functioning audit and nomination and remuneration committees, internal control and an internal audit function, and clear rules on conflicts of interest. Investors test these arrangements during the bookbuild, and proxy advisers keep testing them after.
Three features cause the most friction for founder-led businesses. First, related-party transactions above set thresholds need independent approval and disclosure, which can slow routine dealings with family companies. Second, the capital market decree-law and the Authority's rules require directors, executives and other insiders to disclose their dealings in the company's listed securities to the market, and dealing is prohibited during specified closed periods, so personal portfolio management needs planning. Third, the board must decide quickly whether information is material and must be announced.
The practical answer is to rehearse. Hold a mock board cycle under the listed-company rules before the intention to float, run the disclosure committee on a live example, and train every director on dealing windows. Issuers that do this find the first annual general assembly and the first results announcement far less stressful.
Cross-border angle: investors, sponsors and dual listings
Most sizeable UAE offerings are marketed internationally. Institutional tranches are commonly offered to investors outside the UAE under private placement exemptions in their home jurisdictions, which shapes the selling restrictions, the international offering memorandum and the legal opinions. US and UK investor participation brings its own disclosure standards, and the documentation must be consistent across every version.
Saudi Arabia and the GCC. Regional investors are a core part of most books, and some issuers consider dual listing with the Saudi Exchange. Dual listing needs coordinated disclosure, settlement and corporate action processes across two regulators. Plan these from the start.
United Kingdom. London remains an option for international groups with a UAE base, and UK institutions are significant buyers of Gulf equity. Where a UK listing or offering is involved, English counsel will lead on the UK side while UAE counsel manages the local approvals.
Bangladesh, India, China and Singapore. Founders from these markets often hold UAE businesses through layered structures. Foreign exchange controls, home-country approvals for outbound investment and the tax position of the selling shareholder can all affect timing and net proceeds. Coordinate with home-country advisers early; TRW & Co's network covers Dhaka, Singapore and London.
Pre-IPO investment rounds are a common precursor. Our guides to private equity transactions and mergers and acquisitions cover the shareholder arrangements that must be unwound or amended before listing.
How TRW & Co helps with an IPO in the UAE
We advise founders, family groups, boards and investors on preparing for and executing a listing. Where representation before UAE onshore courts or the DIFC/ADGM Courts is required, we work alongside locally licensed advocates and registered practitioners.
Readiness diagnostics
We review structure, licences, governance and related-party dealings against listing expectations and give the board a prioritised remediation plan with owners and deadlines.
Pre-IPO restructuring
We design and document the group reorganisation, PJSC conversion and shareholder arrangements, coordinating with valuers, auditors and tax advisers.
Governance build
We draft board and committee charters, related-party and disclosure policies, insider dealing codes and the director induction materials a listed company needs.
Due diligence and verification
We run legal due diligence, draft the relevant prospectus sections and manage the verification process that protects directors.
Investor and sponsor side
We advise cornerstone and pre-IPO investors on subscription terms, lock-ups and information rights, and selling shareholders on their undertakings.
Post-listing compliance
We support continuing disclosure, market conduct controls and securities regulation questions after the first trade.
To discuss a listing plan in confidence, contact our Dubai team or explore our practices. Family-owned issuers should also read our page on family business governance.
Checklist for boards considering an IPO in the UAE
- Why are we listing, and what does each shareholder want from the offering?
- Which entity will list, and does it need converting, re-domiciling or restructuring?
- Which venue fits our investors, sector and governance appetite, and have we checked the current Capital Market Authority resolutions?
- Are our audited accounts, licences and title documents in listing-ready order?
- Have we mapped change-of-control and consent requirements in financing and concession documents?
- Are related-party arrangements documented on arm's length terms?
- Do we have a tax step plan for the restructuring and sell-down?
- Is the board ready for prospectus liability, verification and post-listing disclosure duties?
An IPO in the UAE rewards preparation: the issuers that list smoothly are the ones that fixed their structure and governance before the banks arrived.
Frequently asked questions
01Who regulates an IPO in the UAE after the 2026 reforms?
For onshore offerings and listings on ADX or DFM, the regulator is the Capital Market Authority, established by Federal Decree-Law No. 32 of 2025 and in place since 1 January 2026 as the successor to the Securities and Commodities Authority. The exchanges apply their own listing rules alongside. Offerings in the DIFC are overseen by the DFSA as listing authority, with Nasdaq Dubai as the market, and ADGM offerings by the FSRA. The financial free zones sit outside the federal capital market decree-law.
02Does my company need to be a PJSC to list?
To make a public offering onshore, yes. Article 32 of the Commercial Companies Law reserves public offerings to public joint stock companies, and the capital market decree-law requires PJSCs to list. A private company or LLC usually converts before the offering. The five-founder minimum does not apply on conversion. Alternatively, an entity established outside the UAE or in a free zone may offer onshore with the Authority's approval, but that brings its own regulatory overlap.
03How long does a UAE IPO take?
It depends mainly on how ready the business is. A group with clean audited accounts, a simple structure and listed-company governance can move from adviser appointment to first trade within several months. Groups that need restructuring, PJSC conversion, related-party clean-up or consents from lenders and concession grantors should plan for longer. The regulatory review itself is only one part of the timetable. We recommend starting with a readiness review before mandating banks.
04Can founders keep control after listing?
Often, yes. Founders commonly sell a minority of the share capital and keep control through their remaining stake, subject to minimum free float expectations and the founder subscription range set under Article 105 of the Companies Law. Control can also be shaped through board composition and nomination rights, within governance rules. Investors price in the governance risk, so a strong independent board and clear related-party rules usually support valuation rather than weaken control.
05What liability do directors take on in the prospectus?
Article 29(3) of Federal Decree-Law No. 33 of 2025 makes the board, executive management and advisers accountable for failing to provide required data, for misleading or inaccurate information and for breaches of the decree-law. Article 33 prohibits issuers and their boards from giving false or misleading information on a continuing basis. Directors protect themselves through a documented verification exercise, independent due diligence and a clear record of the questions they asked before approving the document.
06Are foreign investors limited in UAE-listed companies?
Foreign ownership limits in listed companies are typically set company by company in the articles of association and can vary by sector, for example in banking, telecoms or strategic activities. Some issuers raise their limits before or after listing to widen demand. The position must be checked for each issuer and disclosed in the prospectus. Foreign investors also need a national investor number and a broker account to subscribe and trade.
07What changes after the first day of trading?
The company becomes subject to continuing disclosure under Article 33 of the capital market decree-law, insider dealing and manipulation prohibitions under the decree-law, periodic financial reporting, and the governance rules for PJSCs. Directors and executives must report their own dealings. Lock-ups bind the selling shareholders for the agreed period. A compliance calendar, insider list and disclosure committee should be running before listing day.
Sources and official materials
- Federal Decree-Law No. 32 of 2025 regarding the Capital Market Authority — Creates the Authority, effective 1 January 2026
- Federal Decree-Law No. 33 of 2025 regarding the Regulation of the Capital Market — Offering, prospectus, listing and market abuse rules
- Federal Decree-Law No. 32 of 2021 on Commercial Companies — PJSC formation, founders and public offering
- Federal Decree-Law No. 25 of 2025 promulgating the Civil Transactions Law — General contract law in force from 1 June 2026
- 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.
