Category 5 License under the UAE Capital Markets Regulatory Framework: An Overview

The regulation of capital market activities in the United Arab Emirates has historically been overseen by the Securities and Commodities Authority (SCA), the federal body established to oversee securities and commodities markets, protect investors, and license firms wishing to carry out regulated financial activities. For many years, the SCA operated as the UAE’s principal capital markets regulator, issuing licenses, rulebooks, and decisions that governed how financial services firms could operate onshore UAE.

This regulatory landscape has recently changed. Effective from 1 January 2026, Federal Decree Law No. 32 of 2025 concerning the Capital Market Authority and Federal Decree-Law No. 33 of 2025 concerning the Regulation of the Capital Market came into effect, introducing significant changes to the regulatory framework for capital markets and securities in the UAE, and repealing the earlier federal law that had established the SCA. The first of these laws concerns the establishment of the Capital Market Authority (CMA), which replaces the SCA, while the second replaces and codifies the licensing regime for financial activities, along with rules on securities offerings and market conduct. In practical terms, the CMA now stands as the legal successor to the SCA, and existing SCA regulations, rulebooks, and decisions continue to apply unless and until they are replaced or repealed by the CMA. Firms should therefore continue to have regard to SCA-era resolutions and decisions on licensing, while keeping an eye on the CMA’s for updates, since implementing regulations under the new framework are expected to be issued progressively.

Among the range of financial activities licensed under the SCA/CMA framework is Category 5 license. This category is generally understood to cover financial advisory and consultation activities rather than activities involving the direct management of client funds or securities trading on a proprietary basis.

Based on the applicable fee schedule, Category 5 activities typically include:

• Financial Consultation and Financial Analysis – the provision of professional advice and analysis relating to financial instruments, investments, or corporate financial matters.
• Listing Advisor – advising companies on the requirements and procedures for listing securities on a licensed market.
• Introduction – introducing prospective clients to licensed financial institutions or facilitating connections between parties in respect of financial products or services.
• Promotion – marketing or promoting financial products, services, or securities to prospective investors or clients.

Each of these activities requires a separate license and the specific conditions attached to each may differ depending on the nature of the activity.

Indicative Fees

The licensing fee structure generally distinguishes between an application fee (payable when the application is submitted) and a license fee (payable once the license is approved). Based on the current fee schedule, indicative fees for Category 5 activities are approximately as follows:

• Financial Consultation and Financial Analysis: AED 1,000 application fee; AED 5,000 license fee
• Listing Advisor: AED 3,000 application fee; AED 5,000 license fee
• Introduction: AED 5,000 application fee; AED 10,000 license fee
• Promotion: AED 3,000 application fee; AED 10,000 license fee

These figures are indicative only and may be subject to change at the discretion of the regulator. The applicable fees, charges, and requirements may be revised or updated by the relevant authority from time to time.

General Licensing Considerations

Obtaining a Category 5 license involves a structured process that begins with registration with the CMA, followed by an application for Initial No Objection Certificate (NOC). This initial approval is a preliminary step that allows the applicant to proceed with the formalities required by the Department of Economic Development or freezone authorities, but it is not itself an authorization to carry out the licensed activity. Only after the Initial NOC is obtained can the applicant proceed to submit a full license application, supported by a more detailed set of documents.

As a general matter, applicants should expect the process to require:

• A detailed business plan and supporting company profile submitted through the online portal.
• Documentation on shareholders, board members, and executive management, including identity documents, criminal record certificates, credit reports, and curricula vitae.
• Evidence of adequate financial provisioning to support the proposed activity and manage associated risks.
• Confirmation that the company and its principals have no adverse judicial history relating to matters such as fraud or breach of trust.
• Compliance with staffing and qualification requirements for certain accredited roles, which may involve specific regulatory examinations.

Looking Ahead

Given the recent transition from the SCA to the CMA, firms considering a Category 5 license should treat the current requirements as a starting point rather than a final word. An application for any financial activity falling under Category 5 requires a careful assessment of the applicable regulatory requirements and licensing conditions before initiating the application process. A thorough understanding of the regulator’s expectations, documentation requirements, and compliance obligations is essential to determine the appropriate licensing approach. Once the regulatory pathway is clearly established and the necessary preparations are undertaken, the licensing process can be streamlined, enabling applicants to proceed with greater clarity and efficiency.