Firms covered by the UAE's new Capital Markets Law have until 1 January 2027 to regularise their status. They include the advisors who decide whether a client counts as a UAE professional investor. The deadline comes from Federal Decree-Law No. 33 of 2025, which took effect on 1 January 2026 alongside Decree-Law No. 32 on the Capital Market Authority. According to a Cleary Gottlieb summary of 20 January 2026, the CMA is the legal successor to the Securities and Commodities Authority, and its Board may extend the deadline. The CMA's list of latest regulations showed no such extension on 4 November 2026.
For an advisor with onshore clients, the deadline is a prompt to check two things before any US private offering is discussed. One is whether the advisor's own licence covers advising on or promoting a foreign security. The other is each client's classification and the documents that support it. Both checks belong to the advisor, not to the US sponsor or any platform. The guide to US commercial real estate for advisors explains how these deals are structured, while this article covers the UAE side of the advisor's file.
The regulator and the rulebook that carried over
The CMA's reach stops at the financial free zones. Cleary notes that activities conducted only within the DIFC and ADGM remain outside the Capital Markets Law. A firm that targets UAE clients from outside the UAE, or from a free zone, is within it. Existing Cabinet decisions and SCA resolutions continue to apply where they do not conflict with the decree-laws, until they are replaced.
For advisors the most important of these is the rulebook, formally the Regulations Manual of the Financial Activities and Status Regularization Mechanisms. It was issued under SCA Decision No. 13/RM/2021 and took effect on 17 May 2021, according to a note by BSA. The CMA has kept amending it during 2026, for example through Chairman's Decision No. 13 of 2026, so its licensing and classification rules remain the working text until replaced. The stakes have also risen, since Cleary reports that the CMA can impose administrative fines of up to AED 200 million.
The advisor's own licence comes first
The rulebook groups licensed activities into categories. When the SCA announced the structure on 6 July 2020, it placed financial consultation, the work of financial advisors, introduction and promotion in a fifth category, arrangement and counselling. A note of 29 July 2026 by ABS Partners, an Abu Dhabi law firm, describes promotion and financial consultation as separate activities within that category. An advisor licensed for consultation should therefore confirm that the licence also covers promotion before putting a foreign offering in front of a client.
Foreign funds carry their own rules. In a CMS update of 31 January 2023, Gabriella Savastano wrote that foreign funds were limited to private distribution to Professional Investors and Counterparties, by firms licensed for promotion. Each fund also had to be registered with the regulator, unless documented reverse solicitation applied. Writing on 15 June 2026, Kayrouz & Associates said reverse solicitation remains available but narrow, and that the regulator looks at who started the relationship. Whether a particular US offering counts as a foreign fund is the first question an advisor should settle, because the answer decides which of these rules apply.
What UAE professional investor status requires
The rulebook sorts clients into three groups. An Emirates NBD Securities summary of 15 July 2024 lists them as Professional Investors, Counterparties and a default category for everyone else. For individuals, Kayrouz & Associates describe the professional investor definition in the UAE as "a net worth or net asset threshold and demonstrable investment experience". Standard Chartered's UAE page, summarising the CMA definition, adds that a client's declarations will need to be backed by documentary proof.
Two consequences follow for the advisor. A client treated as a Professional Investor may lose some protections and disclosures given to the default category. In return, the client can be offered products closed to that category, such as foreign funds. The client can also ask to leave professional status later. The advisor should explain the trade before the client signs any declaration, and keep the evidence on file. For foreign funds, Kayrouz places the burden on the manager and the licensed promoter, who must confirm status "before any material goes out, not after".
Free zone advisors and the DFSA professional client
Advisors in the DIFC work under the Dubai Financial Services Authority instead. Its Conduct of Business module, in the version dated July 2026, treats an individual as an assessed Professional Client only with net assets of at least USD 1 million. The individual must also have recent work in a relevant role at a regulated firm, or appear, on reasonable grounds, to understand the markets, products and risks involved.
ADGM's Financial Services Regulatory Authority sets its own rules for firms there. On Cleary's reading, a free zone firm that targets mainland clients also falls within the Capital Markets Law. An advisor in either free zone with onshore clients may therefore need to satisfy two regimes for the same client.
What advisors should do before 1 January 2027
The first task is the advisor's own position. The licence should list each activity the advisor performs, and any step the new law requires should be complete before the deadline. The second is the client file. Every client treated as a Professional Investor should have a dated classification, the documents behind it and a record that the protections given up were explained. Wealth and circumstances change, so the classification should be checked again before each new offering. The third is the offering itself. The advisor should decide whether it is a foreign fund and which promotion rules follow, and should keep in writing any first approach the client made.
The US side runs separately. A US sponsor relying on Regulation S, the SEC exemption for offerings made outside the US, must meet its own conditions, and none of them satisfies UAE rules. The due diligence checklist for vetting US sponsors covers the checks on the sponsor itself.
Classification changes the protections a client receives, not the risks of the investment. Capital can be lost, property values can fall, tenants can leave and distributions may not be paid. Borrowing magnifies losses, the interest is illiquid and a single deal concentrates risk in one property. Shares of a US corporation can also fall within US estate tax for an individual outside the US, as the guide to US estate tax for global investors explains.
Raveum offers US real estate to eligible investors outside the US under Regulation S. They invest through a US corporation, a blocker, that holds the property interest, and typically receive Form 1042-S. Raveum handles KYC, agreements and US tax forms, while the advisor's UAE licence and each client's classification remain the advisor's responsibility. Advisors can see how introductions work on Raveum's partner page.
The CMA may extend the deadline, and its replacement rules may change the classification tests, but neither changes what a sound file looks like. An advisor who can show a licence covering each activity, and a dated, documented classification for each client, is prepared for whatever the CMA issues next. The guide to US commercial real estate for advisors covers the US deal structure that sits behind the UAE paperwork.
Frequently Asked Questions
Who is a professional investor in the UAE?
Onshore, a professional investor is a client classified as one under the rulebook the CMA inherited from the SCA. Institutions can qualify by type, and individuals generally qualify through a net worth or net asset test together with investment experience. Declarations are expected to be backed by documents, and other clients receive the default protections.
Is the Capital Market Authority the same as the SCA?
In law, yes. Federal Decree-Law No. 32 of 2025, in force from 1 January 2026, renamed the Securities and Commodities Authority as the Capital Market Authority. The CMA took over the SCA's rights and obligations as its legal successor, and existing SCA resolutions continue to apply where consistent with the new laws until replaced.
What is a DFSA professional client?
A DFSA professional client is a client of a DIFC firm treated as professional under the DFSA's Conduct of Business module. An individual can be an assessed Professional Client with net assets of at least USD 1 million and either relevant recent employment at a regulated firm or enough experience and understanding of the markets and risks involved.
What licence does a UAE advisor need to promote foreign funds?
Onshore, foreign funds may be promoted only by a firm licensed for promotion, only to Professional Investors and Counterparties, and only once the fund is registered unless documented reverse solicitation applies. Promotion sits in the fifth licensing category with financial consultation and introduction, so an advisor licensed for consultation alone should check whether promotion is covered.
What is the 1 January 2027 deadline under the UAE Capital Markets Law?
Firms subject to Federal Decree-Law No. 33 of 2025 must regularise their status within one year of the law taking effect on 1 January 2026, which means by 1 January 2027. The CMA Board may extend the period. Until new rules replace them, existing SCA resolutions continue to apply where they do not conflict.
What protections does a client give up as a professional investor?
A client classified as a Professional Investor may no longer receive some protections and disclosures given to clients in the default category, and can be offered products closed to that category, such as foreign funds. The client can ask to leave professional status. Private US real estate still carries the risk of loss and illiquidity.
This article is for general education and is not tax, legal or investment advice. Rules change and depend on individual circumstances. All investing involves risk, including loss of capital, illiquidity and currency movements. Offerings on Raveum are available to eligible investors only and are not open to the general public.
