Public Consultation · ARENA
CMA opens public consultation on draft rules for private placements
The Capital Market Authority has published two draft decisions for public consultation regarding the offering of securities through private placement by Private Joint Stock Companies incorporated in the UAE and Private Limited Companies incorporated in free zones. Once adopted, these decisions will provide the regulatory framework governing such offerings and will apply to the DFM ARENA platform.
The Capital Market Authority (CMA) has opened public consultation on two draft Chairman of the Board decisions. Both drafts govern how a company offers its securities through private placement on a market licensed in the UAE, and how that market runs the process.
DFM is publishing this notice so that issuers, brokers, advisers and investors in our community can review the drafts and send their comments to the CMA before the consultation closes. Comments go directly to the CMA. DFM is not collecting responses.
Decision Concerning the Terms and Controls for the Private Placement of Securities by Private Joint-Stock Companies
Decision Concerning the Terms and Controls for the Private Placement of Securities by Free Zone Companies Through Markets
Who they apply to
Private joint stock companies established in the UAE, and companies established in the free zones and financial free zones.
Approvals needed
Approvals before an offer from the Ministry or the free zone registrar, from the market, and from the CMA.
Prospectus content
Minimum content of the private subscription prospectus, including risks, financials, major shareholders and use of proceeds.
Company eligibility
Twelve months of operating capacity, no bankruptcy proceedings, and shareholders’ equity of at least 100 percent of paid-up capital.
Market obligations
Electronic private subscription platform, investor eligibility criteria, and listing after the subscription closes.
Transfer restrictions
Securities bought in a private subscription may only be sold through the same market.
Read the drafts
Open both draft decisions on the CMA draft regulations page.
Prepare your response
Reference the article number you are commenting on and set out your suggested wording.
Send it to the CMA
Email Consultation@sca.ae by end of business on 17 August 2026.