A Legal Guide to Listing on the Abu Dhabi Securities Exchange (ADX)

The Abu Dhabi Securities Exchange (ADX), in collaboration with the Securities and Commodities Authority (SCA) of the United Arab Emirates, provides a well-structured legal and regulatory framework for companies seeking to access capital markets in the UAE. Whether a company is incorporated locally as a public or private joint stock company, based in a free zone, or is an international issuer, ADX offers a range of listing options tailored to meet the objectives of each business. This guide offers a complete overview of the listing requirements and procedure on ADX, divided into two primary segments. 

Part A sets out the eligibility requirements and procedural steps for various categories of companies. 

Part B details the documentation required for each kind of listing. The final section summarizes post-listing obligations and the strategic significance of market participation. 

Requirements and Procedures for Listing on ADX 

Public Joint Stock Companies (“PJSCs”) 

PJSCs are the principal candidates for listing on ADX’s First Market. To qualify for listing, a relevant PJSC must meet the following major requirements: 

1. It must be registered with the UAE Ministry of Economy and possess a paid-up capital of at least AED 30 million. 
2. The company must have audited financial statements for a minimum of two fiscal years and demonstrate profitability in at least two of the last three years. 
3. Shareholder equity must not fall below the paid-up capital. 
4.  At least 20% of the company’s shares must be offered to the public unless the ADX waives this requirement due to sufficient free float. 
5. A minimum shareholder base of 100 investors is typically expected at the time of listing. 

The procedure begins with a board resolution approving the listing and public offering, followed by the registration of securities with the SCA. Once the prospectus is approved by the SCA, the company files a formal application with ADX. Subject to ADX review and confirmation of compliance, the securities are admitted to trading. 

This blog is a part of our Investment Funds in the UAE: A Complete Guide to Structuring, Regulation, and Opportunities – ATB Legal blogpost.

Private Joint Stock Companies (“PrJSCs”) 

PrJSCs can list their shares on ADX’s Second Market (also referred to as the Growth Market), which offers more flexible terms suitable for SMEs and family-owned businesses. Too qualify for listing, a relevant PrJSC must meet the following major requirements: 

1. The company must have operated for at least two financial years with audited accounts. 
2. maintain shareholder equity equal to or greater than its paid-up capital, and have a minimum of 30 shareholders. 
3. Full payment of capital is mandatory, and financials must be published in two daily newspapers, one in Arabic and one in English, at least ten days prior to listing. 

The process commences with an internal board resolution, followed by an initial application to ADX. Upon preliminary approval, the company submits its application to the SCA for registration. If the application is approved within the prescribed 30-day window, the company completes its listing process with ADX. 

Foreign Companies 

Foreign companies may list on ADX provided they are already listed on a recognized foreign exchange and regulated by a financial authority deemed equivalent to the SCA. Following are the major requirements for a foreign company to get listed: 

1. It must maintain shareholder equity equal to or exceeding paid-up capital and appoint a licensed local representative in the UAE. 
2. a listing advisor approved by the SCA must be appointed for at least one year. 

The board of directors must approve the dual listing, and a complete application is submitted to ADX along with a certified translation of key corporate documents. The securities are then registered with the SCA, and a no-objection certificate is submitted from the foreign regulator or exchange. Once compliance with UAE market requirements is confirmed, the company is admitted to trading. 

Free Zone Companies 

Free zone companies, including those incorporated in ADGM, DIFC, or any other free zone that has a Cooperation Agreement with the SCA, are now eligible for listing on the ADX either via IPO or direct listing. The SCA, through its recent amendments, has expanded the eligibility criteria for free zone companies. Following are the requirements to be met by free zone companies to get listed on ADX: 

1. A free zone company must have a minimum paid-up capital of AED 20 million and net shareholder equity at least equal to the paid-up capital. 
2. The company must have operated independently (either directly or through subsidiaries) in its core business for at least two years and must have been profitable in both financial years immediately preceding the public offering. 
3. The company’s shares must be freely transferable, and the offering must involve between 25% and 70% of the share capital unless the offer is exclusively made to qualified investors, in which case up to 100% may be offered.  

The procedure includes obtaining a board resolution authorising the offering and listing, securing a no-objection certificate from the free zone authority, registering the securities with the SCA, and filing a listing application with ADX. A listing advisor must be appointed, and the offering and listing must comply with disclosure, governance, and regulatory norms applicable to PJSCs. 

Special Purpose Acquisition Companies (“SPACs”) 

SPACs have a specialized listing route under ADX regulations. These entities are exempt from the requirement of demonstrating past financial performance. However, they must have a minimum capital of AED 100 million, and sponsors must retain between 3% and 20% of the capital. A SPAC must submit an audited opening balance sheet and outline its acquisition strategy. The listing process involves registration with the SCA, submission of a detailed prospectus, and completion of subscription and allocation phases. Once regulatory conditions are met, the SPAC is admitted to trading on the ADX First Market. 

Documents Required for Listing on ADX 

Public Joint Stock Companies 

the documentation required includes: 

1. the Articles and Memorandum of Association. 
2. a board resolution approving the listing and public offering. 
3. audited financial statements for the last two fiscal years, along with interim financials. 
4. A prospectus approved by the SCA is mandatory, outlining the company’s operations, governance, risk factors, and financial projections. Additionally, the company must provide shareholder disclosures, including the percentage held by those owning 5% or more. 
5. a detailed report on board and executive members and their holdings, information on group structures and subsidiaries, and any litigation or regulatory issues faced by the company. 
6. A share register and disclosures on foreign ownership thresholds. 

Private Joint Stock Companies 

The required documents include: 

1. the company’s Memorandum and Articles of Association, registration certificates, and a comprehensive board report This report must cover company incorporation history, ownership structure, commercial agency relationships, executive and board disclosures, material events, and financial performance summaries. 
2. Audited annual financial statements for the last two years, supported by interim financial statements certified by an auditor. 
3.  A detailed listing prospectus is required, containing descriptions of the business model, organizational hierarchy, major shareholders, ongoing projects, material contracts, outstanding loans, and any pending litigation. A formal board resolution accepting ADX listing terms must accompany the application. 

Foreign Companies 

Foreign companies must submit: 

1. a listing certificate from the foreign exchange. 
2. a no-objection letter from the foreign regulator. 
3. a SCA-compliant prospectus or information memorandum. 
4. Additional disclosures must include group structure, major shareholders, board and executive member details, and audited financials for two years. 

 All documents must be accompanied by certified translations where applicable. The foreign company must also submit proof of appointment of a local representative and listing advisor, along with a summary of compliance with ADX disclosure rules. 

Free Zone Companies 

Free zone companies must submit: 

1. their certificate of incorporation and registration from the free zone authority. 
2. a no-objection letter from the free zone’s registrar or financial regulator, and audited financials for two years. 
3. Disclosures must be made regarding governance practices, ownership structure, and group affiliations. 
4. The board resolution approving the listing, the appointment letter of a licensed listing advisor, and executive disclosures. 
5. The documentation must align with ADX’s format and disclosure standards. 

Special Purpose Acquisition Companies 

SPACs must: 

1. file a detailed prospectus outlining the intended business combination strategy, sponsor backgrounds, and acquisition targets if identified. 
2. An audited opening balance sheet must be submitted, along with confirmation of capital requirements and compliance with shareholder lock-in conditions. 
3. Ongoing updates related to the acquisition process, financial position, and shareholder communications are also expected and must be formally documented. 

Conclusion 

Regardless of the type of company, once listed on ADX, issuers are required to adhere to robust post-listing compliance obligations. These include quarterly and annual financial reporting, continuous disclosure of material events, announcements related to board and senior management changes, and transparency regarding mergers, acquisitions, or restructuring. All companies must follow the SCA and ADX rules on insider trading, governance practices, and shareholder communication. Non-compliance may lead to sanctions, including fines, trading suspension, or delisting. 

Listing on the Abu Dhabi Securities Exchange opens a gateway to regional capital, institutional investors, and elevated market credibility. It enables companies to diversify their investor base and enhance liquidity while demonstrating regulatory compliance and transparency. However, the process is document-heavy and requires strategic planning.