The Securities and Commodities Authority (SCA) has announced new regulations to protect the rights of minority shareholders and to make share trading more transparent.
The new rules are an attempt to improve the country's standing in the World Bank's prestigious Doing Business report.
SCA said that the regulations were developed in conjunction with the Emirates Competitiveness Council, a Dubai-based government body that seeks to improve the country's standings in a series of international rankings, including the World Bank's Doing Business rankings.
The UAE ranked 22nd overall in the World Bank's most recent Doing Business report, but ranked only 43rd in terms of protecting minority investors.
Among the key regulations announced yesterday is a requirement for an investor seeking ownership of more than 50 per cent of a listed company to make a general offer to minority shareholders, enabling them to exit the company on equitable terms.
“This is a new provision in line with international best practices,” said Mazen Boustany, a partner with the law firm Baker McKenzie Habib Al Mulla.
“It will give minority shareholders more options to exit, and should lead to more companies being taken private.”
The regulations also prevent listed companies from including clauses in their articles of association giving them the power to suspend trading in their own shares before or during an annual general meeting or while a transaction is under way.
The regulator retains the right to suspend trading in a company’s shares if the trading constitutes a breach of shareholder rights, “does not serve the public interest”, and other exceptional circumstances.
Also included are rules that prohibit both listed and non-listed companies from advertising IPOs and other share issuances before receiving approval to do so from the SCA.
The rules say that no subsidiary of a listed entity may hold shares in its parent company, and that if such a scenario arises, the subsidiary company has 12 months to dispose of the relevant shares.
The regulations will come into effect when they are published in the Official Gazette, an SCA spokesman said, declining to provide further details.
jeverington@thenational.ae
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Ten tax points to be aware of in 2026
1. Domestic VAT refund amendments: request your refund within five years
If a business does not apply for the refund on time, they lose their credit.
2. E-invoicing in the UAE
Businesses should continue preparing for the implementation of e-invoicing in the UAE, with 2026 a preparation and transition period ahead of phased mandatory adoption.
3. More tax audits
Tax authorities are increasingly using data already available across multiple filings to identify audit risks.
4. More beneficial VAT and excise tax penalty regime
Tax disputes are expected to become more frequent and more structured, with clearer administrative objection and appeal processes. The UAE has adopted a new penalty regime for VAT and excise disputes, which now mirrors the penalty regime for corporate tax.
5. Greater emphasis on statutory audit
There is a greater need for the accuracy of financial statements. The International Financial Reporting Standards standards need to be strictly adhered to and, as a result, the quality of the audits will need to increase.
6. Further transfer pricing enforcement
Transfer pricing enforcement, which refers to the practice of establishing prices for internal transactions between related entities, is expected to broaden in scope. The UAE will shortly open the possibility to negotiate advance pricing agreements, or essentially rulings for transfer pricing purposes.
7. Limited time periods for audits
Recent amendments also introduce a default five-year limitation period for tax audits and assessments, subject to specific statutory exceptions. While the standard audit and assessment period is five years, this may be extended to up to 15 years in cases involving fraud or tax evasion.
8. Pillar 2 implementation
Many multinational groups will begin to feel the practical effect of the Domestic Minimum Top-Up Tax (DMTT), the UAE's implementation of the OECD’s global minimum tax under Pillar 2. While the rules apply for financial years starting on or after January 1, 2025, it is 2026 that marks the transition to an operational phase.
9. Reduced compliance obligations for imported goods and services
Businesses that apply the reverse-charge mechanism for VAT purposes in the UAE may benefit from reduced compliance obligations.
10. Substance and CbC reporting focus
Tax authorities are expected to continue strengthening the enforcement of economic substance and Country-by-Country (CbC) reporting frameworks. In the UAE, these regimes are increasingly being used as risk-assessment tools, providing tax authorities with a comprehensive view of multinational groups’ global footprints and enabling them to assess whether profits are aligned with real economic activity.
Contributed by Thomas Vanhee and Hend Rashwan, Aurifer
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MATCH INFO
Rugby World Cup (all times UAE)
Final: England v South Africa, Saturday, 1pm
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Starring: Kareena Kapoo-Khan, Sonam Kapoor, Swara Bhaskar and Shikha Talsania
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