UNITED ARAB EMIRATES Law and Practice Contributed by: Francesco Bulleri, Beshoy Mounir, Sultan Bahriddini and Noora Al Doseri, ADG Legal
For companies whose shares are publicly listed, the governance framework is materially more prescriptive. Publicly listed UAE companies are generally public joint stock companies and are subject to: • the Companies Law; • the federal capital markets framework; • the Corporate Governance Guide for Public Joint Stock Companies, originally issued pursuant to Securities and Commodities Authority Chairman Decision No 3/RM of 2020, as amended; and • the listing, disclosure and market rules of the rele - vant exchange, principally the Abu Dhabi Securities Exchange (ADX) or Dubai Financial Market (DFM). Federal Decree-Law No 32 of 2025 has replaced ref - erences to the Securities and Commodities Authority with the Capital Market Authority (CMA), and Federal Decree-Law No 33 of 2025 now regulates the UAE capital market framework. The governance requirements applicable to publicly listed companies include rules on: • board composition; • directors’ duties; • independence;
ings, board and manager responsibilities, accounts, auditors, distributions, mergers, acquisitions and company dissolution. It also contains specific pro - visions for LLCs, private joint stock companies and public joint stock companies. A company’s memorandum of association is also an important governance source. It regulates mat - ters such as the company’s objects, share capital, shareholder rights, transfer restrictions, management authority, reserved matters, quorum, voting thresh - olds and profit distributions. In private companies – particularly LLCs and private joint stock companies – the constitutional documents and any sharehold - ers’ agreement often provide the practical governance framework between the shareholders, subject to man - datory provisions of UAE law. For listed public joint stock companies, the principal governance sources are the Companies Law, the fed - eral capital markets legislation, the Corporate Gov - ernance Guide for Public Joint Stock Companies and the rules of the relevant securities market. The Gov - ernance Guide applies to public joint stock compa - nies within its scope and addresses board structure, independence, board committees, disclosure, internal controls, risk management, related-party transactions and governance reporting. Additional governance requirements may arise from sector-specific regulation. For example, UAE Central Bank-regulated entities, insurance-related business - es, investment firms, virtual asset service providers, financial free zone entities and other regulated com - panies may be subject to additional requirements concerning board composition, senior management, internal controls, risk management, compliance, audit, outsourcing and regulatory reporting. Accordingly, the applicable governance framework depends on the company’s legal form, place of incorporation, licens - ing authority, regulatory status and whether its securi - ties are publicly listed. 1.3 Companies With Publicly Traded Shares Companies with shares publicly listed on UAE secu - rities markets are generally public joint stock com - panies. These companies are subject to enhanced governance requirements under the Companies Law,
• board committees; • conflicts of interest; • related-party transactions;
• internal controls; • risk management; • external audit; • shareholder rights; • market disclosures; and • annual corporate governance reporting.
The listed-company regime is therefore substantial - ly mandatory and materially more detailed than the governance framework applicable to regular (ie, non- regulated) private companies. 1.2 Corporate Governance Legislation and Regulation The principal source of corporate governance require - ments for UAE mainland companies is the Compa - nies Law. Among other matters, it regulates corporate forms, incorporation, management, shareholder meet -
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