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Three approvals and one continuing duty. The offering of securities for public or private subscription proceeds in accordance with the decisions issued by the Authority (Federal Decree-Law No. 33 of 2025, Article 28(1), current as at 3 July 2026); the issuer must obtain the Authority’s approval before issuance, subject to the Companies Law (Article 29(1)); and listing follows the decisions of the Market, provided the securities are registered with the Authority prior to listing (Article 30(2)), with public joint-stock companies under a statutory obligation to list their shares, subject only to the government-securities exception (Article 30(1) read with Articles 2(2) and 2(3)). The continuing duty is disclosure, and its supervisor depends on where the instrument sits: unlisted, the issuer answers to the Authority; listed, to the Market, with the Market under an immediate upward notification duty on the requests it receives and the decisions it takes (Article 33).
Around those approvals the statute builds a liability architecture that is scoped by role and layered by severity. The board of directors, executive management and advisors of the issuer, each within their scope of responsibility, carry the prospectus duty and are accountable for omissions, misleading or incorrect information, and violations (Articles 29(2) and 29(3)). Above the accountability rule sit the criminal provisions: intentionally including false or misleading information in offering documents, or altering them after submission, and intentionally refraining from disclosing material information, each carry imprisonment of not less than one year and a fine of AED 50,000 up to AED 250,000,000, or either (Articles 71(2) and 71(6)).
One caution belongs in the short answer. The approvals and the liability are settled primary law; the mechanics are not. How an offering is documented, what a prospectus must contain beyond the statutory standard, how a private placement is structured and to whom it may be made, all of that is delegated to Authority decisions, and no offering, prospectus or disclosure regulation of the Authority was located as issued on the sources checked for this article. The operative mechanics therefore sit today in the carried-over resolutions of the predecessor authority, alive only through the conflict filter of Article 82 examined in the perimeter article of this series, and this article states no procedural requirement from that conditional layer.
The delegation runs through every operative clause of the block. The offering proceeds per the Authority’s decisions (Article 28(1)); the foreign offering proceeds after approval and in accordance with its decisions (Article 28(2)); the exemption from the prospectus is available in cases the Authority deems appropriate (Article 29(2)); listing follows the Market’s decisions (Article 30(2)); the suspension, halting and delisting powers of the Market run in accordance with regulations approved by the Authority (Article 32(2)); and the disclosure requirements themselves are those issued by the Authority or the Market by listing status (Article 33(1)(b)).
Until the Authority’s own regulations issue, the content beneath those clauses is the predecessor authority’s resolution stock, surviving to the extent of no conflict (Article 82). The specific issuance and offering resolutions in that stock were identified in the research for this series only at secondary tier, through practitioner coverage of the pre-2026 regime, and they have not been loaded from the official source for this article; accordingly, no threshold, timetable, form or content requirement is stated from them here, and any such requirement must be read from the instrument itself, in its amended state, with the conflict question run for the specific provision, at the point of reliance. Practitioner coverage through the second quarter of 2026, stated here as secondary and flagged as such, records that the implementing regulations for offerings and private placements remain awaited; the register, not the coverage, will mark their arrival, and their issuance is this article’s largest refresh trigger.
The Companies Law boundary is stated precisely and left at the boundary. Article 29(1) makes the Authority’s issuance approval operate subject to the provisions of the Companies Law, and the decree-law’s own definition of that term is ambulatory, naming the 2021 Companies Law, its amendments, or any law replacing it (Article 1). The Companies Law has not been loaded for this article, and its subscription provisions, including the private-placement pathway that practitioner coverage attributes to the 2025 amendment, are therefore not stated here; the seam exists on the face of Article 29(1), and its content awaits a loaded read.
The offering rule is one sentence with a defined term doing the work: the offering of securities for public or private subscription shall be in accordance with the decisions issued by the Authority (Article 28(1)), and Offering is defined as the offering of securities or foreign securities for public or private subscription in accordance with those decisions (Article 1). Private placement is therefore inside the regulated concept by definition, not outside it; how far the Authority’s decisions relieve private offerings from the public-offering machinery is exactly the content the conditional layer holds and this article does not state.
The issuer-side extraterritorial hook mirrors the client-side hook of the perimeter article. Entities established outside the State, and entities established under the laws of free zones or financial free zones, may offer securities or foreign securities for public or private subscription within the State, outside those zones, after obtaining the Authority’s approval and in accordance with its decisions (Article 28(2)). A DIFC or ADGM issuer’s securities do not enter the onshore market on the strength of the zone licence; they enter on the Authority’s approval, and the Foreign Issuer definition, which expressly includes entities established in financial free zones that issue or list securities within the State, carries the rest of the block’s duties with it (Article 1).
Above the approvals sits a suspension power drawn in wide terms. The Authority may order the suspension of the issuance of any securities where it deems the issuance would violate the decree-law and related legislation, or in exceptional circumstances, or for other reasons it deems appropriate; the issuer is granted a grace period to rectify unless that period would harm the interests of investors or others, and notification must in all cases be in writing (Article 29(4)). The grounds clause closes on the Authority’s own assessment, so the power is not confined to identified violations; the counterweights are the written notification and the general grievance route, through which the Authority’s decisions may be challenged within thirty days, with a stay available against severe and irreparable harm (Article 63).
The content standard is stated at the level of purpose rather than checklist: the prospectus must include all information enabling investors to make informed investment decisions by evaluating the advantages, risks, rights and responsibilities associated with the securities and the financial position of the issuer (Article 29(2)). The duty is placed on three named groups at once, the board of directors, the executive management and the advisors of the issuer, and it is placed on each of them in scoped form, each within their scope of responsibility. The same scoped formula then carries the accountability rule: the three groups are held accountable, each within their scope of responsibility, for failing to provide data and information, providing misleading or incorrect data or information, or violating the decree-law and related legislation (Article 29(3)). The repeated formula reads as a role-based allocation of responsibility rather than an undifferentiated joint liability of everyone for everything; that reading is an inference from the drafting and is marked as one, and where the line of any adviser’s scope runs in a given offering is a question the statute leaves to the engagement and the facts. What kind of accountability the article creates, administrative, civil or criminal, is not stated in the article itself; the administrative ladder of Article 65 and the criminal tier of Article 71(2) supply the sanctioned forms, and whether Article 29(3) also grounds a civil claim by an investor is a question the loaded text does not answer and is named here as open.
The prospectus is a living document within the offering: it may be amended, or an additional prospectus issued, with the Authority’s approval (Article 29(2)). And the whole requirement has a lawful exit: the Authority may exempt the issuer from submitting the prospectus or from any of its requirements in cases it deems appropriate (Article 29(2), final sentence). That exemption power is the doorway through which any lighter private-placement documentation regime will pass, and its content is wholly delegated: as at the date of this article, the cases and conditions of exemption are open, and no position on what a private placement must or need not contain should be treated as settled until the Authority’s decisions state it.
Two prohibitions frame the liability from outside the prospectus. The issuer, the foreign issuer, and the members of their boards and executive management are prohibited from providing misleading or false information generally (Article 33(3)). And the criminal provision reaches the documents themselves: imprisonment of not less than one year and a fine between AED 50,000 and AED 250,000,000, or either, attaches to intentionally including false, misleading or non-compliant information in the issuer’s or foreign issuer’s documents, reports, offering prospectuses or related advertisements, altering them after submission to the Authority, or signing or distributing them with knowledge of their inaccuracy, whether or not the intended result is achieved (Article 71(2)). The word advertisements extends the criminal perimeter beyond the prospectus into the offering’s marketing, an observation about the provision’s own list rather than a rule stated separately.
Listing is mandatory for the paradigm issuer: subject to the exception provided in Article 2, public joint-stock companies are required to list their shares in the market (Article 30(1)). The exception is the government seam of the perimeter article, securities of the federal and local governments and their wholly owned entities unless offered to the public or listed (Articles 2(2) and 2(3)). The mechanics then run through the two-tier design: listing proceeds in accordance with the decisions 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, and the registration gate is the federal layer’s hold on what enters the market.
Exit from the list runs on both tracks with the Authority in the senior position. The Authority, in coordination with the Market, may suspend or halt trading of an instrument or delist it on violation, where necessary for the integrity and regularity of the market or the protection of investors, or in circumstances requiring it, notifying the issuer (Article 32(1)). The Market may take the same actions, provided the Authority is notified immediately upon issuance of any decision, and provided the Market acts in accordance with regulations approved by the Authority (Article 32(2)), one of the two express prior-approval keys over institutional rulebooks identified in the market-infrastructure article of this series. On delisting, the Authority may require the issuer to comply with the procedures and regulations it establishes (Article 32(3)).
Then comes the provision that gives the mandatory-listing rule its ultimate enforcement, and it deserves to be read slowly. The Authority, by a decision of the Board, may file a lawsuit before the competent court to request the dissolution or liquidation of a public joint-stock company if its shares are delisted and it fails to rectify its status within the period specified by the Authority, following coordination with the relevant entities (Article 32(4)). Reading Article 30(1) and Article 32(4) together, the obligation to be listed is enforced, at the end of the road, by a suit against the company’s existence; the combination is this article’s observation, drawn from the two provisions side by side, and the intermediate steps, the rectification period, the coordination, the court’s own discretion, all stand between delisting and dissolution. For a public joint-stock company weighing a voluntary exit from the market, the provision reframes the question: delisting is not a private choice with disclosure consequences, it is a status change the statute expects to be cured, and the cure period is the Authority’s to set.
The disclosure regime routes by listing status throughout. The issuer and foreign issuer submit documents, data, financial reports and other information to the Authority where the instrument is unlisted and to the Market where it is listed, with the receiving body determining the mechanism, deadlines, authorized signatories and penalties for non-compliance (Article 33(1)(a)); they fulfil the disclosure requirements issued by the same body by the same split, ensuring the disclosures are clear, compliant and revealing of the facts they represent (Article 33(1)(b)); they provide holders with financial reports on request (Article 33(1)(c)); they notify the same body of any material information and provide and publish clarifications regarding information or rumors that may affect the instrument’s price, trading activity or volume, or investor decisions (Article 33(1)(d)); and they publish explanatory information about their conditions and activities when requested (Article 33(1)(e)). The ownership-disclosure rules and the publication right run on the same split (Articles 33(4) and 33(5)). Behind the whole regime stands the criminal provision: intentionally refraining from disclosing material information in accordance with the decree-law and related legislation carries the Article 71 penalties (Article 71(6)), so the continuous-disclosure duty is not only supervisory but penal at its edge.
The valve is Article 33(2), and its reading is genuinely open on the loaded text. The issuer and foreign issuer may refrain from disclosing or publishing clarifications regarding information or rumors related to their conditions or activities, where they have reasonable grounds, subject to the Authority’s discretion, to believe that such disclosure would cause significant harm to their interests; a written, justified request goes to the Authority for unlisted instruments or to the Market for listed ones; the receiving body may accept under conditions, reject, or require disclosure, and may amend or revoke its decision as circumstances warrant; and the Market must notify the Authority immediately of every request received and every decision taken (Article 33(2)). Two readings of the opening words are available. On the broad reading, the clause grants a general right to delay the disclosure of information, including the material information of Article 33(1)(d), alongside the withholding of rumor clarifications. On the narrow reading, the clause is confined to refraining from disclosing or publishing clarifications about information or rumors, leaving the material-information notification duty itself untouched. The English syntax supports both; the difference matters, because on the narrow reading there is no general delayed-disclosure regime in the statute at all, only a rumor-response valve. Practitioner summaries have stated the broad reading, and some add that the harm may be to the issuer’s interests or those of its shareholders; the loaded text speaks only of harm to their interests, and the shareholders limb does not appear in it. Both points go to the Arabic, which prevails, and until it is read, neither version of the valve should be treated as the settled one. What is settled on any reading is the procedure: the request is written and justified, the discretion is the regulator’s, and the delegated track reports upward immediately.
Settled, on the statute’s face: the three approvals, offering per the Authority’s decisions, issuance on the Authority’s prior approval subject to the Companies Law, and listing on the Market’s decisions behind the Authority’s registration gate; the mandatory-listing rule for public joint-stock companies and the dissolution suit at the end of its enforcement path; the foreign-issuer approval requirement for offerings into the State; the scoped prospectus duty and accountability of board, executive management and advisors; the exemption power; the suspension-of-issuance power with its written-notification requirement; the routed disclosure regime with its immediate upward reporting on the delegated track; and the criminal tier standing behind both the offering documents and the disclosure duty.
Open, and named as open: the content of every offering, prospectus, private-placement and disclosure mechanic, which lives today in the carried-over layer this article deliberately does not state; the cases and conditions of the prospectus exemption; whether Article 29(3) grounds a civil claim by investors alongside the administrative and criminal tiers; the reading of the Article 33(2) valve, broad or narrow, and the presence or absence of the shareholders limb, both of which await the Arabic; and the content of the Companies Law seam, which awaits a loaded read of that instrument.
Moving: the issuance of the Authority’s offering and disclosure regulations is the largest refresh trigger, converting the conditional layer this article works around into stated law; the Article 83 clock runs to 1 January 2027 unless extended; and each Market rulebook approved by the Authority under Article 32(2) is a fact to verify on the institutions’ published controls at the point of reliance. This analysis rests on Federal Decree-Law No. 33 of 2025, loaded in full from the official source and in force since 1 January 2026, with the perimeter, transition, licence-lifecycle and market-infrastructure findings it builds on anchored in the earlier articles of this series.
For your facts, in confidence, put the question to the firm.
The bench stands behind it