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The licence lifecycle under Federal Decree-Law No.
The licence lifecycle under Federal Decree-Law No. 33 of 2025 is built entirely in the statute and furnished almost entirely outside it. The statute fixes the chassis: entry runs through the Authority’s prior approval before a legal entity can even be registered for a financial activity, then through an application on which the CMA decides with a discretion that survives the applicant’s compliance, since restrictions may be imposed “despite meeting the prescribed conditions” where the Authority considers it in the public interest (FDL 33, Articles 6(1) and 8(3), current as at 3 July 2026). Holding the licence is a continuing status, with every condition to be met throughout the life of the activity and not merely at grant (Article 12(2)). And surrender is not a right but a supervised process: a licensed person may not cease its financial activities or liquidate without the Authority’s approval of cancellation, given only after claims, obligations and client accounts are settled (Article 12(10)), with the Authority’s powers following the person for three years after exit (Article 41).
What the statute does not fix is any condition a client actually meets. The categories of licence, the capital, the legal form, the fees and the forms are all delegated to regulations of the Authority, and until the CMA issues them, they live in the licensing framework adopted by the Chairman of the Board Decision No. 13/Chairman of 2021, the instrument the market knows as the Rulebook, which survives only “to the extent that they do not conflict” with the new decree-laws under the transition rule examined in the perimeter article of this series (FDL 33, Article 82). Every category-level requirement therefore carries two conditions at once: it must be read from the Manual as currently amended, and it must survive a conflict test against the 2025 statute that no authority has run provision by provision. This article accordingly states the lifecycle as the statute settles it, identifies where the conditional layer sits, and deliberately states no figure or category requirement from that layer, because a number quoted from it without both checks would be a number stripped of its real status. The one-year adjustment clock runs to 1 January 2027 unless the Board extends it (Article 83).
The delegation is total and explicit. A person may engage in one or more financial activities “provided they comply with the regulations established by the authority” (Article 3(3)); the Authority determines the approved functions and their conditions (Article 4(1)); the guarantee is set “in accordance with the conditions and procedures specified for each financial activity” (Article 7(1)); the decision timeframe is “the timeframe specified in its regulations” (Article 8(1)); the duration of the licence is what “the authority shall determine” (Article 9(1)). The Board’s rule-making catalogue in the companion institutional law expressly contemplates regulations on financial activities and licensed persons, including their financial solvency and the professions attached to the activities (Federal Decree-Law No. 32 of 2025, Article 8(15)(b)).
Until those regulations issue, the operative conditions layer is the framework adopted in 2021. The adopting decision, read this turn from the official source, shows its architecture precisely: Article 1 adopts the annexed “regulations manual of the financial activities”; Article 2 obliged licensed bodies to meet the requirements of the licensing chapter and its Appendix 1 within one year; and Article 7 ran a two-stage repeal, cancelling seventeen predecessor instruments on commencement while keeping their licensing and approval conditions alive until the regularization period closed (Decision No. 13/Chairman of 2021, Articles 1, 2 and 7, and its attached schedule). The parallel between that design and the one now running at statutory level, survival of the old layer through a filter plus a one-year adjustment duty, reads as the same transition template applied one tier up; that reading is an observation drawn from the two structures side by side rather than anything either instrument states.
Two cautions define how the conditional layer is used in practice. First, the Manual’s content must be taken from its consolidated, amended state at the point of reliance: practitioner coverage records a series of amending decisions between 2022 and 2023 that changed the categories and their requirements, and that history is stated here on secondary sources with the flag that the instrument itself, in its Arabic authoritative text, governs. Second, the conversion of the carried-over layer has begun. Practitioner reporting records that on 13 February 2026 the Authority issued Decision No. 4/R.M/2026, replacing the federal virtual-asset framework of 2023 in full; that report is secondary here, the decision has not been read for this article, and it is examined against the loaded text in the virtual-assets article of this series. Its significance for this article is structural: the virtual-asset slice of the old conditions layer is reported to have moved from “operative, conditionally” to “replaced,” and the general licensing regulation, when it issues, will do the same to the rest. A firm mid-application should assume the conditions it is quoted today are the conditions of a framework in the process of being retired.
Entry begins before the application. No legal entity may be registered or licensed by the relevant authorities to engage in any financial activity without the CMA’s prior approval (Article 6(1)), so the corporate registration itself, whether with the Ministry of Economy or a local licensing authority, is downstream of the regulator, a sequencing the definitions make explicit by naming those bodies as “Entities” within the statute’s machinery (Article 1). The application then proceeds on the prescribed form with the required information, the Authority may demand more, and the applicant carries a continuing duty to notify material changes in writing before the decision issues (Articles 6(2) and 6(3)). A rejected applicant may not simply reapply: a new application is barred until a period the Authority determines has passed (Article 6(4)), which makes a premature application a commercially costly step even though it looks procedurally reversible.
The guarantee sits at the centre of entry and, as Section VI shows, of exit. The Authority may require a guarantee or insurance coverage on the conditions set for each activity (Article 7(1)); it may apply the guarantee to the licensed person’s obligations, its fines, or the enforcement of the Authority’s decisions (Article 7(2)); and no third party may attach, execute against, liquidate or otherwise reach the guarantee except after revocation of the licence, and then only once all obligations under the decree-law and related legislation are fulfilled and the Authority approves (Article 7(3)). The guarantee is, on those words, ring-fenced for the regulator and the regulated relationship for as long as the licence lives.
The decision itself is where the licence’s legal character is fixed. The Authority may accept or reject, giving written reasons on rejection (Article 8(2)), and, in the provision that governs everything else in this article, it may impose restrictions “despite meeting the prescribed conditions... as it deems appropriate for public interest, including setting or modifying conditions, restrictions, or durations” (Article 8(3)). Meeting the conditions is therefore necessary and not sufficient; the licence is a discretionary grant, not an entitlement that vests on compliance. The counterweights are procedural: the reasoned rejection, the prescribed content of the approval notice including effective date and any restrictions (Article 8(4)), the graduated penalty-assessment factors and notification rules examined in Section VI, and the Grievance Committee, to which the Authority’s decisions can be taken within thirty days (Article 63(3)). Incomplete applications may be cancelled with fees forfeited (Article 8(5)). Duration and renewal follow the same design: the Authority sets the term, renewal follows its procedures and may be refused where conditions have been violated, and nothing may be done on an expired authorisation (Article 9).
Three further provisions complete the entry picture. A person may hold multiple activities under the Authority’s regulations (Article 3(3)). A licence may be transferred to another person meeting the Authority’s conditions (Article 3(4)), a provision unusual on its face for an authorisation regime and stated here without comparative claim, since no foreign framework is loaded for this article; the conditions of transfer are themselves part of the awaited regulations. And the perimeter has a lawful side door: the Authority may exempt any person or category from the licensing requirements, on conditions and revocably (Article 5(2)), and separately may exempt, on written request, any person from any provision of its own decisions, extending the exemption to others similarly placed in the interest of equality (Articles 77(1) and 77(2)). The exemption architecture is settled law now; the exemptions themselves will be facts to verify against the register when granted.
The licence attaches to the entity, but the statute wraps three further approval rings around it, and all three persist for the life of the licence.
The first ring is the people. No natural person may perform an approved function without the Authority’s prior approval or accreditation (Article 4(2)). The entity’s governance layer sits above that: the Authority sets the conditions for board members and executive management (Article 10(1)) and its approval is required for nominations, appointments and renewals to the board, the executive management, and any position the Authority specifies (Article 10(2)), with rejection available by reasoned decision (Article 10(3)). Both clauses carry a carve-out worth reading precisely: the conditions clause does not apply where the licensed entity is regulated by the Central Bank, and the approvals clause does not apply where it is regulated by the Central Bank or is a capital market institution (Articles 10(1) and 10(2)). For a dual-regulated firm, the governance approvals therefore sit with the prudential regulator, and the CMA’s people-gate operates at the approved-functions level. Whatever the approvals architecture, the entity answers for its people without limitation of the ordinary kind: it bears full responsibility for the actions of its employees, affiliates and any outsourced third party (Article 10(4)).
The second ring is ownership and corporate events. The Authority regulates control, merger and acquisition of or over the licensed person, its prior approval is required before any such action, and approval once given may be revoked or reconditioned in the public interest on notice (Articles 15(1) to 15(3)). Breach of the conditions reaches the licence itself: revocation or restriction is the stated consequence (Article 15(4)). A transaction lawyer’s reading of that sequence is that the licence is a deal condition in any acquisition of a licensed person, and a condition that survives closing, since the approval remains revocable afterwards; that framing is an application of the article’s words to transaction practice rather than a rule the article states.
The third ring is the group. Close links, defined as links within the licensed person’s financial group or ownership links in either direction at a percentage the Authority will set, must be notified with evidence that the link does not impair supervision and that the linked person meets fitness standards (Articles 16(1) and 16(4)). The Authority may demand documents, may require the link amended or terminated, and may sanction non-compliance up to revocation (Articles 16(2) and 16(3)). The group structure is, in effect, itself a supervised feature of the licence.
The continuing obligations are catalogued in Article 12, and the catalogue repays reading as a whole: activity within the scope and conditions of the authorisation (12(1)); continuous satisfaction of every requirement (12(2)); no business outside the licensed activities except as the Authority specifies (12(3)); information and banking details on demand, verifiable through the competent authorities (12(4)); sound and fair practice with conflicts managed and disclosed (12(5)); no harm to the sector or its participants (12(6)); accredited staff only in approved functions (12(7)); competence, suitability and compliance controls per the Authority’s decisions (12(8)); reports on deadline (12(9)); the cessation gate examined below (12(10)); internal reporting of violations, protected in terms, since reporting “shall not be considered a breach of job duties or a reason for penalizing or terminating the service” of the employee (12(11)); client fees and commissions per the Authority’s regulations (12(12)); AML, counter-terrorist-financing and counter-proliferation compliance (12(13)); and anything further the Authority decides (12(14)). The last item means the catalogue is open at the bottom in the same way Section VI shows the revocation grounds are open at the bottom.
The client relationship is regulated at both ends. It must rest on a written agreement consistent with applicable legislation (Article 13(1)), and any non-compliant term is unenforceable, with the Authority empowered to regulate how offending terms are amended or agreements terminated (Article 13(2)). Then comes the provision this series flagged in the perimeter article and resolves no further here, because the text does not: an agreement entered into with an unlicensed person “shall not be enforceable against the Authority” (Article 13(3)). On its words, the carve is directed at the regulator, not at the parties; whether the client can still enforce the agreement against the unlicensed provider between themselves is a question the article does not answer, and reading it either way would be supplying what the drafting withheld. The question is named here as open. Its practical weight is limited from the client’s side by the criminal provision behind it, since the unlicensed provider is exposed under Article 71(1) regardless of the contract’s fate.
Client assets receive their statutory spine at licence level. The licensed person handles and segregates client funds, securities and foreign securities per the Authority’s decisions (Articles 14(1) and 14(2)), and the insulation is then stated as law rather than left to rulebook: client assets held in the licensed person’s account or name “shall not be considered part of the licensed person’s financial assets,” are recoverable by clients, and are immune from mortgage, seizure, enforcement, bankruptcy, liquidation or any other procedure applicable to the licensed person (Article 14(3)). The margin-trading counterpoint gives the licensed margin financier priority over the client’s creditors, enforceable by selling the margined securities without recourse to the client, in listed cases including death, bankruptcy, incapacity and judicial seizure, and any other case the Authority determines (Article 14(4)). The interaction of this regime with the failure and resolution machinery is the subject of the client-assets and failure-regime article of this series.
Between good standing and exit sits the temporary manager. On breach of financial solvency conditions, non-compliance with prudential requirements, or serious violations, the Authority may appoint a temporary manager, natural person, entity or committee, to run the licensed person’s daily operations for three months, renewable, at the firm’s expense (Articles 11(1) and 11(2)). To make the appointment effective the Authority may dismiss the board or any member, prohibit the board from acting, or subject every decision to the manager’s approval (Article 11(3)). The firm is bound by the manager’s decisions, and the manager is immune from liability except for bad faith, fraud, gross negligence or wilful misconduct (Articles 11(5) and 11(6)). This is the ordinary-firm instrument; the early-intervention and resolution powers over systemically important persons are a separate and heavier machine, treated later in the series.
Voluntary exit is a request, not a notice. Temporary suspension or revocation at the licensed person’s initiative requires a written, reasoned application; suspension is capped at twelve months unless the Authority extends it, and if activity does not resume when the approved suspension ends, the authorisation is revoked by operation of the article (Articles 17(1) and 17(2)). The consequences of exit are then supervised in both directions: the Authority may require settlement and termination of all prior transactions and the maintenance of the guarantee (Article 17(3)), and it may designate another entity to assume the departing firm’s responsibilities on conditions it sets (Article 17(4)). Read together with the cessation gate of Article 12(10) and the guarantee lock of Article 7(3), the design is consistent and deliberate: the firm may stop wanting the licence, but it exits through the regulator, with client positions settled, the guarantee held, and, where the activity requires it, a successor in place. Describing the licence as easier to enter than to leave is this article’s synthesis of those five provisions rather than a phrase any of them uses.
Involuntary exit runs through Article 66. The Authority may suspend for up to twelve months, or revoke, on grounds including loss of a licensing condition, non-payment of fees or fines, refusal to implement the Authority’s decisions, breach of solvency requirements, uncured capital or guarantee deficiencies, failure to commence activity in time, providing false or misleading information or concealing information, non-cooperation with inspectors, amending constitutive documents without approval, bankruptcy or liquidation, and violation of any obligation under the decree-law and related legislation (Articles 66(1)(a) to 66(1)(k)). The catalogue then closes with “any other cases determined by the Authority” (Article 66(1)(l)), so the listed grounds are illustrative in effect rather than exhaustive, an observation drawn from the closing sub-paragraph rather than a stated rule. Suspension converts to revocation where the cause outlasts the suspension period (Article 66(2)), and the same settlement, guarantee and successor provisions attach as on voluntary exit (Articles 66(3) and 66(4)), with the regime applied to accredited persons’ functions as applicable (Article 66(5)).
Around the exit powers sits the discipline machinery that calibrates them. The Authority may order rectification within a period, sanctioning non-compliance, and may put a specialised entity in to monitor the cure at the violator’s cost (Article 67). Penalties scale on stated factors: the violator’s expertise and licence category, the violation’s impact, duration and frequency, the prior record, and any other consideration the Authority deems appropriate including the size of the operations or capital (Article 68). The violator must be notified within ten business days with the violation, the measure, the effective date, the implementation mechanics and the appeal right stated (Article 69). A grievance lies within thirty days of notification, and the committee may suspend implementation where execution would cause severe and irreparable harm (Articles 63(3) and 63(4)). And the ladder has its confession valve: full or partial exemption from administrative measures is available to a person who discloses their own violation before the Authority or the courts become aware, standing ready to rectify (Article 70).
Exit does not end exposure. The Authority continues to exercise its powers over the licensed person, its board, executive management and employees, the issuer and its equivalents, and the accredited person, for three years after revocation, cancellation or cessation, where it becomes aware in that period of an act or omission constituting a violation (Article 41(1)). Action taken within the three years extends the Authority’s competence until the action completes, unbounded by the period (Article 41(2)), and action commences on notification or the initiation of proceedings (Article 41(3)). The wind-down of a licence is therefore the beginning of a limitation-style clock, not the end of the relationship.
Settled, on the statute’s face: the lifecycle chassis in full. The pre-registration approval, the application mechanics and the cooling period after rejection; the guarantee and its ring-fence; the discretionary character of the grant under Article 8(3) and its procedural counterweights; the four approval rings around entity, people, ownership and group; the continuing-obligations catalogue; the statutory client-asset insulation; the temporary manager; the gated exit in both its voluntary and involuntary forms; the assessment, notification, grievance and self-disclosure machinery; and the three-year tail.
Open, and named as open: every category-level condition of licensing, capital, legal form and fee, which today must be read from the 2021 Manual in its amended state and survives only through the unrun Article 82 conflict test, so that no such requirement is stated in this article at all; the fate of applications pending on 1 January 2026, on which the statute is silent and the 2021 transition’s voiding-and-amendment rule is a precedent, not an answer; the conditions on which a licence may be transferred under Article 3(4); the inter-party effect of an agreement caught by Article 13(3); and the content of the licensing regulations the Board is empowered to issue, which will replace the conditional layer wholesale.
Moving: the replacement has begun. The Authority’s virtual-asset decision of February 2026, reported on secondary sources and awaiting a provision-level read in the virtual-assets article of this series, is the first observed conversion of a carried-over block into current regulation, and the general licensing regulation is this article’s largest refresh trigger, since the day it issues, the 2021 framework’s licensing chapter retires and every conditional statement above resolves. The second trigger is the Article 83 clock: as 1 January 2027 approaches, either firms’ statuses are adjusted, or a Board extension issues, and either event is a fact to verify on the register.
This analysis rests on Federal Decree-Law No. 33 of 2025 and Federal Decree-Law No. 32 of 2025, each loaded in full from the official source and in force since 1 January 2026, and on the Chairman of the Board Decision No. 13/Chairman of 2021, whose adopting provisions and repeal schedule were loaded from the official source, and whose annexed Regulations Manual, not read for this article, holds the conditions layer described above in its carried-over, conditional state.
For your facts, in confidence, put the question to the firm.
The bench stands behind it