UAE Law and Practice Contributed by: Irina Heaver and Zainab Kamran, NeosLegal
Issuers of Category 1 and Category 2 VAs must pub- lish a White Paper prior to issuance. The White Paper must be machine-readable and kept updated, and records must be maintained for eight years following the cessation of the virtual asset’s circulation. A Risk Disclosure Statement must accompany the offering, and no marketing materials may be published until the relevant White Paper has been made available. The CBUAE separately regulates the issuance of AED- referenced payment tokens under the PTSR. The CMA does not currently operate a regulatory framework for token issuance. Financial Free Zones Neither the DFSA nor the FSRA operates a standalone ICO or TGE regime. In ADGM, tokens exhibiting the characteristics of a security are regulated as Digital Securities under the FSRA’s securities framework, and the issuance of fiat-referenced tokens is subject to the FSRA’s dedicated FRT issuance framework, in force from 1 January 2026. In the DIFC, security tokens require a prospectus compliant with the DIFC Markets Law 2012, while non-security crypto tokens are not subject to a dedicated issuance regime and are instead regulated at the point of trading under the firm-led suitability assessment framework that came into force in January 2026. 2.5 Market Abuse Onshore UAE The UAE’s market abuse framework was materially expanded and modernised on 1 January 2026 through the entry into force of Federal Decree-Law No 33 of 2025 (the “Capital Markets Law”), which codified a statutory market abuse regime at the federal level. Article 37 of the Capital Markets Law expressly pro- hibits unlawful practices, including trading with intent to deceive or mislead investors, market manipulation and insider dealing. The law delineates insider trad- ing offences, capturing both direct trading and indi- rect dealings by any person in possession of inside information, and sets out a developed suite of market manipulation offences, including manipulative trad- ing practices, the dissemination of false or mislead- ing statements, and the incitement or circulation of rumours capable of influencing securities prices,
issuer valuations or investor decision-making. Virtual assets are integrated into the capital markets perime- ter under the new framework, with the CMA’s enforce- ment powers significantly strengthened through enhanced administrative sanctions, criminal referrals and a tiered penalty regime. The Capital Markets Law applies extra-territorially to any person targeting cli- ents within the UAE, including from a financial free zone. VARA operates the most developed activity-specif- ic market abuse framework for virtual assets in the UAE. The Market Conduct Rulebook prohibits market manipulation, insider trading and misleading conduct. Prohibited behaviour includes trading on material non-public information, spreading false or mislead- ing information to influence prices, wash trading and other forms of artificial volume creation, spoofing and layering, and front-running of client orders. Licensed VASPs are subject to suspicious activity reporting obligations where manipulative or abusive conduct is detected. The framework is broadly analogous in structure to the market abuse regime applicable to traditional securities, though adapted to the decen- tralised and continuous nature of crypto markets, namely the absence of a single trading venue means that manipulation analysis cannot be anchored to a specific exchange. The federal Penal Code (Federal Decree-Law No 31 of 2021) and AML/CFT legislation provide an additional baseline of fraud and breach of trust offences, which apply to virtual asset activity by extension. Financial Free Zones In ADGM, market abuse is addressed through Parts 8 and 9 of the Financial Services and Markets Regu- lations 2015 (FSMR), supplemented by the FSRA’s Code of Market Conduct, which together prohibit insider dealing, market manipulation and the improper disclosure of inside information in terms modelled on UK and EU market abuse frameworks. Virtual assets are treated as a distinct asset class under the FSRA’s framework rather than as securities, and the market abuse provisions of the FSMR are capable of captur- ing virtual asset activity where the jurisdictional nexus to ADGM is established. The FSRA’s conduct of busi- ness rules impose additional obligations on authorised
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