Confidential Offering Memorandum Template for the United Arab Emirates

A Confidential Offering Memorandum is a comprehensive legal document that enables your company to raise capital through private placement of securities while complying with United Arab Emirates securities regulations. This document serves as your primary tool for attracting sophisticated investors while maintaining the confidentiality required under UAE law.

When do you need this document?

You need a Confidential Offering Memorandum when your UAE company seeks private investment capital without public offering requirements. This includes situations where you're raising funds for business expansion, acquiring new assets, or restructuring existing debt through private securities placement. Investment banks and financial advisors typically require this document before facilitating capital raising activities. The memorandum is also essential when approaching institutional investors, private equity firms, or high-net-worth individuals for significant investment opportunities. Your board of directors and legal counsel will need this document to ensure proper disclosure and regulatory compliance throughout the fundraising process.

Key legal considerations

Your Confidential Offering Memorandum must include comprehensive risk disclosures to protect both your company and potential investors from future legal challenges. The document requires detailed financial statements audited by qualified professionals, complete business operation descriptions, and clear investment terms. You must ensure all forward-looking statements include appropriate disclaimers and that material information is not omitted or misrepresented. The memorandum should address potential conflicts of interest involving directors, major shareholders, and related parties. Confidentiality provisions must be clearly stated, and distribution should be limited to qualified investors only. Your legal counsel must review all sections to ensure compliance with disclosure requirements while protecting proprietary business information.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021 on Commercial Companies, your Confidential Offering Memorandum must comply with specific capital raising and corporate documentation requirements. The Securities and Commodities Authority (SCA) Board Decision No. 3/R.M of 2017 governs promotion and introduction activities, requiring specific disclosures for securities offerings. SCA Decision No. 17/R.M of 2019 establishes private placement rules that your memorandum must follow, including investor qualification criteria and offering limitations. The document must include UAE-specific regulatory notices and comply with Federal Decree-Law No. 45 requirements for securities market activities. Your memorandum should be prepared in Arabic or include certified translations when required, and all financial information must be presented in UAE Dirhams or clearly converted currencies. Distribution must be limited to sophisticated investors as defined under UAE securities regulations, and proper filing requirements with relevant authorities must be observed.