UAE Law and Practice Contributed by: Raghad Hammad and Huda Al Zein, BLK Partners
Regulatory Factors and Outlook The M&A landscape is heavily governed by the CBUAE on the mainland and the DFSA/FSRA in the free zones. Under the insurance regulatory framework now con- solidated under Federal Decree-Law No. 6 of 2025 (which replaced Federal Decree-Law No. 48 of 2023), any merger or “change in control” as determined by the CBUAE and applicable regulatory standards requires prior written approval and a rigorous “fit and proper” assessment of the new owners. A significant new factor is the implementation of the 9% Corporate Tax in 2023, which has made tax due diligence a man- datory component of transaction modelling. Looking ahead, activity is expected to remain robust as insur- ers prioritise digital transformation, data governance and ESG-aligned operating models, alongside the pursuit of scale, capital efficiency and enhanced regu- latory compliance, which continue to drive consolida- tion and strategic investment across the sector, with the UAE remaining the preferred regional destination for cross-border deal-making due to its stable macro- economic environment and investor-friendly policies. 5. Distribution 5.1 Distribution of Insurance and Reinsurance Products Following the enactment of the 2025 Law, the CBUAE oversees all “Licensed Financial Activities”, ensuring that insurers, brokers and tech facilitators operate under a single, harmonised standard of conduct and consumer protection. Types of Distributors – Onshore UAE (a) Insurance brokers Insurance brokers are the principal distribution chan- nel in the UAE market. Brokers must be licensed by the CBUAE and are subject to detailed requirements relating to capital, professional indemnity insurance, governance, conduct of business and client money handling (although brokers are prohibited from collect- ing premiums for primary insurance under the 2025 Law). (b) Insurance agents Insurance agents are licensed by the CBUAE to act on behalf of insurers. Unlike brokers, agents are tied
to specific companies and act on their behalf, rather than for the insured. (c) Bancassurance (Bank Insurance Model – BIM) Bancassurance is permitted in the UAE but is subject to specific regulatory approval and conditions. Banks may distribute insurance products through bancassur- ance arrangements, provided the bank and the insurer comply with applicable CBUAE regulations governing product approval, disclosure, customer consent, and segregation of banking and insurance activities. (d) Direct sales and Insurtech facilitators Licensed insurers may distribute insurance products directly to customers, including through branch net- works, call centres and digital platforms. Direct sales remain subject to CBUAE conduct-of-business and consumer protection requirements. Notably, the 2025 Law now explicitly regulates “Facilitators”, ie, technol- ogy providers, price comparison sites and digital plat- forms, requiring them to be licensed by the CBUAE if they enable or intermediate insurance services. Reinsurance Distribution (Onshore) Reinsurance is treated as a wholesale activity. Distri- bution is typically conducted: • directly between insurers and reinsurers; or • through licensed reinsurance brokers. Consumer protection rules applicable to direct insur- ance do not apply to reinsurance. Insurers must com- ply with CBUAE requirements governing outward reinsurance, including counterparty approval, risk retention and reporting. Distribution in the Financial Free Zones • DIFC: Insurance and reinsurance distribution in the DIFC is regulated by the DFSA. Licensed inter- mediaries include insurance brokers, reinsurance brokers, managing general agents, and insurers conducting direct business. Activities are governed by the DFSA Rulebook, including conduct-of-busi- ness and client classification rules. • ADGM: In the ADGM, distribution is regulated by the FSRA under the Financial Services and Mar- kets Regulations. Licensed distributors include
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