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Both, by design, in a two-tier structure the framework names itself.
Both, by design, in a two-tier structure the framework names itself. Federal Decree-Law No. 33 of 2025 makes the Market, the Central Clearing and the Central Depository, together the Capital Market Institutions, delegated regulators rather than mere venues: each determines its own fees, sets and enforces its members’ guarantees, investigates and inspects its members, and sanctions them with penalties running to AED 1,000,000 per violation, allocated to the institution that imposes them (FDL 33, Articles 18 to 20, 23(4), 26(1) and 26(2), current as at 3 July 2026). Above them sits the Authority, and the companion institutional law gives the design its name: a Self-Regulatory Organization is a capital market institution or other entity granted operational and executive regulatory powers by the Authority, concerning trading, business practices, membership and the disciplining of violating members, under the Authority’s supervision and oversight (Federal Decree-Law No. 32 of 2025, Article 1).
The Authority’s grip on the tier beneath it runs through three instruments. Institutions must adopt the controls the Authority issues before implementing them (FDL 33, Article 23(11), on the concordant reading of both official English texts). Certain institutional rulebooks require the Authority’s approval before they operate at all: the Market’s controls on suspending, halting and delisting are exercised in accordance with controls approved by the Authority (Article 32(2)), and the Settlement Guarantee Fund’s governing controls and any amendment to them must be approved by the Authority (Article 45(2)). And behind everything sits a master key: the Board may revoke, amend, restrict, suspend or reinstate any internal controls, decisions or circulars issued by capital market institutions, in coordination with them, whenever it deems this necessary for the public interest (FDL 32, Article 8(9)).
One caution shapes the whole piece. The division of labour between the Authority and the markets does not rest on the 2025 statutes alone. It rests also on Federal Decree-Law No. 22 of 2020, which transferred the operational and executive powers of the former authority to the licensed markets, and which the 2025 framework preserves without any conflict qualifier, together with the decisions issued pursuant to it (FDL 32, Article 27(2)). That preserved instrument points, by its own words, at two statutes that no longer exist. How the 2020 transfer operates today is therefore a genuine interpretive question, worked through in Section II, and it is the reason a firm dealing with the Market or the Authority on an operational matter should verify which body currently holds the specific power before assuming the answer from either the old practice or the new statute.
The first layer is the 2025 statute itself. Articles 18 to 20 of FDL 33 vest the three institutions with their competencies directly at the level of primary law, examined in Section III, and Article 31(4) has the institutions regulate, within their respective competencies, the rules for the activities entrusted to them. Whatever else survives or falls away, this layer is settled now.
The second layer is the 2020 transfer, and it is the stale base. Federal Decree-Law No. 22 of 2020 provides that the licensed markets, each within its competence, shall solely assume all the operational and executive powers and competencies established for the former authority as mentioned in Federal Law No. 2 of 2015 concerning commercial companies and Federal Law No. 4 of 2000, and the regulations, rules and decisions issued in implementation of them (FDL 22 of 2020, Article 1), while the regulator retains the authority to regulate, monitor and supervise (Article 2). The 2025 framework preserves this instrument deliberately and completely: it remains in effect, along with the decisions issued pursuant to it, with no conflict filter attached, in contrast to the qualified continuations given to every other class of prior instrument in the same article (FDL 32, Articles 27(2) to 27(4)). Yet both statutes the 2020 transfer points at are gone: the 2015 Companies Law was replaced by the 2021 Companies Law, and Federal Law No. 4 of 2000 is repealed in terms (FDL 32, Article 29(1)). Three readings of the preserved instrument are available. The references may attach to the corresponding provisions of the successor statutes, a reading assisted for the former authority’s name, which now reads as the Capital Market Authority by statutory substitution (FDL 32, Article 2(3)), but not expressly provided for the repealed laws themselves. The transfer may be frozen at the content it had in 2020. Or the 2025 statute may be read as having absorbed the market-facing substance into its own Articles 18 to 20, leaving the 2020 instrument to carry chiefly the company-law operational powers over listed companies. Each reading is stated here as available; none is resolved, because no provision resolves it. What the unqualified preservation does establish, and this is an inference from the drafting choice rather than a stated rule, is that the legislator intended the existing division of labour to continue undisturbed through the transition.
The third layer is forward-looking. The Board may delegate operational or executive powers of the Authority to capital market institutions or self-regulatory organizations, with their agreement, and the provision is expressly made subject to the continuation of the 2020 instrument, so new delegations sit on top of the preserved baseline rather than replacing it (FDL 32, Article 14(2)). The same clause builds in the discipline the native regime lacks: the institution receiving delegated powers must establish controls covering the delegated powers, the penalties for violations, and the mechanisms for handling complaints and grievances, and those controls must be approved by the Authority before implementation. The Board may revoke, suspend or amend any delegation in the public interest, and it also holds the general power to identify and recognise self-regulatory organizations and to revoke, suspend or amend the powers granted to them (FDL 32, Article 8(7)).
The fourth layer is preserved but unread. The continuation clause confirms in terms that decisions were issued pursuant to the 2020 instrument and remain in effect; those decisions, which under Article 5 of the 2020 instrument could specify the operational and executive powers transferred, were not located on the register for this article, and nothing is stated from their content. For any matter turning on whether a specific operational power, a listing approval, a corporate-action supervision, a general-assembly oversight, sits today with the Authority or with the Market, the honest position is that the answer lives partly in this unread layer, and the specific instrument must be located and read at the point of reliance.
The Market’s competencies are listed in Article 18(1): determining the fees and commissions charged for its services; regulating the listing of securities and foreign securities and supervising and overseeing them; regulating trading in listed securities to ensure fairness among participants; monitoring disclosure processes relating to listed securities; determining trading sessions and the controls governing dealings; determining the guarantees of Market members and having recourse to them in satisfaction of their obligations; and any other competencies under the decree-law, the relevant legislation and the Authority’s decisions (FDL 33, Articles 18(1)(a) to 18(1)(g)). The listing competence connects to the statute’s own registration gate: listing proceeds in accordance with the resolutions issued by the Market, provided the securities are registered with the Authority prior to listing (Article 30(2)), so the Market lists and the Authority registers, a division stated in one sentence of the statute.
Central Clearing holds the settlement spine: it determines its fees; it assumes the position of contracting counterparty to all transactions executed in the Market, thereby guaranteeing their settlement; it determines the net rights and obligations of its members and their legal positions arising from Market transactions; and it determines and enforces its members’ guarantees (Articles 19(1) to 19(4)). The Central Depository holds the ownership record: registering and depositing ownership of securities, effecting transfers, recording encumbrances including pledges and attachments, retaining the documents evidencing investors’ ownership, and determining and enforcing its members’ guarantees (Articles 20(1) to 20(4)). The statute then wires the three together: persons designated by the Authority must register their securities with the Depository with the allocations and entitlements needed for its entries, and the Market and Central Clearing must provide the Depository with all data necessary for its work (Article 21).
Two structural permissions deserve notice. The Market may itself exercise Central Clearing and Central Depository activities in addition to its other activities, in accordance with the Authority’s decisions (Article 18(2)), so the separation of the three institutions is functional rather than mandatory, and a vertically integrated exchange group is a design the statute contemplates on its face; no comparison to the integrated and separated models in other jurisdictions is asserted, none being loaded for this article. And the institutions’ financial resources are listed as listing fees, annual membership and service fees, the proportion allocated from trading commissions, and any other revenues agreed by the capital market institutions themselves (Articles 22(1) to 22(4)), a list whose final item is self-approved on its own words. Institutional fee-setting carries no express prior-approval condition in Articles 18(1)(a), 19(1) or 20(1), where a licensed person’s client fees are expressly set in accordance with the Authority’s controls (Article 12(12)); the Authority’s hold over institutional pricing is therefore the retrospective correction power of FDL 32 Article 8(9) rather than a prior gate, an observation drawn from the presence of the condition in one place and its absence in the other.
The obligations catalogue of Article 23 makes the institutions supervisors in their own right: qualified executive management for the activities and their risks; balance between conducting the activity and sound and fair practice, with conflicts of interest managed and disclosed; investigation and inspection of members to verify compliance with the operational and executive controls the institutions themselves issue; system-quality mechanisms with preservation and retrieval of data at all times; confidentiality of member and client information except to the Authority, the judiciary, or where the legislation mandates disclosure; disclosures and reports to the Authority on its mechanisms and deadlines; business continuity and crisis management; principles of social responsibility; defined procedures for operational failure or cessation; and the adoption of the Authority’s controls before their implementation (Articles 23(1) to 23(11)).
The risk-notification regime then runs upward. Institutions must notify the Authority of potential conflicts involving their board or executive management; of financial solvency risks facing themselves or any member, or any member’s inability to meet its obligations; of breaches by members or employees of the legislation or the institutions’ controls; of penalties or actions taken against accredited employees or members; of the nature of information treated as confidential and the persons authorised to access it; and of information required to be made public at the Authority’s request (Articles 24(1) to 24(6)). The institutions’ own people sit inside a personal-transparency ring: the chairman, board members and executive management must disclose to the Authority, on appointment and before assuming duties, the securities they own, those of their minor children under their guardianship, and their contributions in any listed entity or licensed person, updating within one week of any change, with the disclosure extending to securities known to their spouse, and they must comply with the decisions governing their own dealings and the combination of their office with positions in listed entities or licensed persons (Article 25).
The sanctions power completes the member-facing tier. Institutions may impose on their members, the members’ employees, and violators of their controls a reprimand, a warning, suspension from duties for up to one week, suspension from trading for up to one week, and a financial penalty up to AED 1,000,000 per violation, accruing to the imposing institution (Articles 26(1) and 26(2)). Two disciplines bound that power: the penalty may not be used to obtain direct benefits for the institution or its employees, with the institution’s board determining the purposes of its disbursement (Article 26(3)), and anything heavier, longer suspensions, revocation of the member’s licence or of an employee’s accreditation, or a larger fine, is not the institution’s to impose but the Authority’s, on a request the Authority may accept or reject (Article 26(4)).
One silence in this tier is load-bearing, and it is named here as open. The statute provides a route for challenging the Authority’s own penalties, a committee within the Authority hearing appeals against its sanctions, measures and decisions, within thirty days of notification and with power to stay execution against serious irreparable harm (Article 63); the two official English texts name that body differently, and the descriptive form is used here. No parallel route is stated for a member sanctioned by a capital market institution under Article 26: the committee’s remit is decisions issued by the Authority, and Article 26 states no recourse. For powers newly delegated under FDL 32 Article 14(2), the gap is closed by design, since the delegation controls must include grievance mechanisms and be approved before implementation; for the institutions’ native Article 26 penalties, whether recourse lies through the institution’s own controls, through the Authority’s supervisory correction power, or only before the courts, is a question the loaded texts do not answer. From the member’s side, the Risk Mind’s observation belongs on the page in one sentence: the same institution sets the member’s guarantees, enforces them, inspects the member, sanctions it, and holds records that are presumptive evidence against it, with the escalation valve running upward to the Authority and no stated route running back from the member; that concentration is a description of the statutory design, not a criticism of it, and the design is the one self-regulatory structures generally adopt, a general observation offered without a loaded comparator.
The settlement architecture is statutory. Listed securities trade through the Market (Article 31(1)); the institutions may transfer ownership of, clear and deposit unlisted securities under their own controls (Article 31(2)); and the finality rule then does the load-bearing work: rights and obligations between seller and buyer arise immediately upon execution of orders under the Market’s mechanisms, and such transactions are deemed final and may not be revoked, cancelled, attached or executed upon, even if settlement occurs later, save that the institutions may cancel certain transactions in special cases determined by their own resolutions (Article 31(3)). The carve-out is the institutions’ own to define, so the boundary of finality itself sits one tier below the statute, in rulebooks that the correction power of FDL 32 Article 8(9) can reach. Above the finality rule sits a priority rule of unusual strength: notwithstanding any provision in any other legislation, settlement operations conducted through Central Clearing enjoy priority in the completion of settlement (Article 51(2)), and the clearinghouse stands as counterparty to every Market trade (Article 19(2)).
The guarantee of that settlement may be institutionalised: Central Clearing may establish a Settlement Guarantee Fund with independent legal personality and separate financial liability, whose purpose is to guarantee the settlement of Market transactions, whose governing controls and any amendments require the Authority’s approval, and which sits under the Authority’s supervision and oversight (Article 45). The Investor Protection Fund is this fund’s client-facing sibling and belongs to the failure regime examined in the client-assets and failure-regime article of this series (Article 44).
The infrastructure’s records carry evidentiary force by statute: the records, documents, ledgers and data maintained within the institutions’ technical and electronic systems constitute legal proof establishing the dates and details of trading, clearing and settlement, the ownership of securities, and any encumbrances on them, unless proven otherwise (Article 27). The presumption is rebuttable on the article’s own closing words, and it sits within a wider evidentiary design: matters under the decree-law may be established by all means of proof, traditional or digital, and a person’s orders, instructions, their timing, trading analysis and conduct constitute admissible evidence and indicia of violation (Article 62). For a member or client disputing a trade, the practical consequence is stated as a consequence of the presumption rather than a rule the article states: the institutional record wins unless the disputing party proves otherwise, which places the evidentiary burden on the party outside the system.
Settled, on the statutes’ faces: the two-tier design and its name; the three institutions’ competencies, including listing against the Authority’s prior registration; the permission for a vertically integrated market; the member-facing sanctions tier with its AED 1,000,000 ceiling, its no-self-benefit rule and its upward escalation valve; the personal-disclosure ring around the institutions’ own boards and executives; the finality and priority rules; the Settlement Guarantee Fund architecture; the rebuttable evidentiary presumption; the Authority’s adoption duty, its selective prior-approval keys and its general correction power over institutional controls; and the unqualified preservation of the 2020 division of labour together with its implementing decisions.
Open, and named as open: how the 2020 transfer operates now that both statutes it references are repealed or replaced, with three available readings and no provision resolving them; the identity and content of the decisions issued pursuant to the 2020 instrument, preserved in terms but not located on the register for this article; the recourse available to a member sanctioned under an institution’s native Article 26 power; and the boundary of settlement finality, which lives in the cancellation cases the institutions’ own resolutions define.
Moving: the delegation architecture is the layer to watch. Each exercise of FDL 32 Article 14(2), each recognition or adjustment of a self-regulatory organization under Article 8(7), and each Authority approval of an institutional rulebook under Articles 32(2) and 45(2) will redraw parts of the dividing wall this article has mapped, and each is a fact to verify on the register and the institutions’ published controls at the point of reliance. 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 Federal Decree-Law No. 22 of 2020, loaded in full from the official register, in force since 1 October 2020 and recorded there as active.
For your facts, in confidence, put the question to the firm.
The bench stands behind it