Conditions & Requirements
Obtaining the approval of the competent authority to establish or (transform into) a public joint stock company.
Capital after incorporation or conversion to a PJSC must be at least AED 30 million. Founders may offer in-kind contributions for their shares.
Appointing a financial advisor / subscription manager licensed by the CMA and a legal advisor
The application must be submitted via an CMA-licensed subscription manager, with an acknowledgment of compliance with Article (23) of the Share Offering System.
Special conditions newly established Companies 1. The number of founders shall not be less than five natural or legal persons
The number of the founders committee members shall not be less than 3 persons.
Subscription is limited to qualified investors as defined in CMA Board Resolution No. 11 of 2016, excluding offering banks, finance, and insurance companies.
Availability of sufficient operating capital for a period of (12) months following the date of the CMA’s approval of the prospectus based on a feasibility study
In the case of contributing in-kind contributions, it is stipulated that the in-kind contribution shall not be a company.
Special Conditions for Private joint stock Companies or Limited Liability Institutions 1. The lapse of a period of no less than two fiscal years for the company wishing to convert.
The company must have achieved distributable net operating profits averaging at least 10% of capital during the two fiscal years preceding the conversion application.
Issuance of a special decision by the assembly converting the company into a public joint stock company.
Special conditions for SPACs: Obtain CMA approval to classify the company as a founding entity for merger and acquisition purposes.
Meet the offering requirements in CMA Chairman’s Decision No. (1/R.M) of 2022 on the regulations for special purpose acquisition companies.
Special conditions for free zone companies 1. The company shall subject to the Free Zone Companies Registrar - accepted by the CMA - who will supervise and control the affairs of free zone companies.
The existence of a cooperation agreement between the CMA and the Companies Registrar in the Free Zone
The shares offered for public subscription shall be listed in the market
Satisfying all listing requirements applicable to the CMA and the Market.
Its paid-up capital shall not be less than (20) million dirhams.
The shareholders' net equity shall not be less than (100%) of its paid-up capital
Shares offered publicly must be 25%–70% of capital. Exceptionally, 100% may be offered if limited to qualified investors.
It must have practiced an independent activity as its main activity or through one or more of its subsidiaries during at least the two fiscal years preceding the offering application.
Audited financials for the main activity or subsidiaries must be disclosed for the 2 years before the offering. If over 3 months old, updated reviewed statements must be submitted.
It must have achieved net profits through its main activity or through the activities of its subsidiaries, during at least the two fiscal years preceding the offering application.
Appointing the parties to the offering process and the evaluator of the in-kind contributions - if there are in-kind contributions - before the start of the offering process
Providing sufficient operating capital for a period of (12) months following the date of the CMA's approval of the prospectus.
Special conditions for the price-building offering: contracting with a financial advisor to execute and supervise the offering, in compliance with CMA Board Resolution No. 11 of 2016.
Offering a percentage of no less than (20%) to individual investors, and a percentage of no less than (60%) to qualified investors of the shares offered for subscription.
General Conditions: Publication of a summary of the assessment report together with the notice of the general meeting, outlining the methodologies applied, the key assumptions underlying the assessment, and the factors influencing the financial results