Private Offering Memorandum Template for the United Arab Emirates

When your company needs to raise capital in the United Arab Emirates through a private securities placement, you must prepare a comprehensive Private Offering Memorandum that complies with UAE federal law and Securities and Commodities Authority regulations. This critical document serves as your primary disclosure vehicle to qualified investors, providing detailed information about your business, the investment opportunity, and associated risks.

When do you need this document?

You need a Private Offering Memorandum when conducting any private placement of securities to qualified investors in the UAE. This includes situations where you're raising equity capital through share issuances, debt financing through bond placements, or hybrid securities offerings. The document is essential for compliance with SCA Board of Directors' Decision No. 13/R.M of 2021, which governs private offerings and requires comprehensive disclosure to potential investors. You'll also need this memorandum when conducting cross-border offerings that include UAE investors or when establishing investment funds targeting qualified UAE participants.

Key legal considerations

Your Private Offering Memorandum must include several critical components to ensure legal compliance and investor protection. The Important Notice section must contain clear disclaimers about investment risks, regulatory compliance statements, and distribution restrictions under UAE law. Your risk factors disclosure must be comprehensive and material, covering business-specific risks, market conditions, and regulatory uncertainties. Financial statements must comply with UAE accounting standards and include auditor certifications. You must also address anti-money laundering compliance requirements under UAE Federal Decree-Law No. 20 of 2018, including investor identification and source of funds verification procedures. The subscription process must clearly outline minimum investment amounts, payment procedures, and investor qualification criteria.

Legal requirements in United Arab Emirates

Under UAE Federal Law No. 32 of 2021, your Private Offering Memorandum must comply with specific corporate disclosure requirements and capital structure provisions. The Securities and Commodities Authority mandates that private offerings be limited to qualified investors as defined in SCA regulations, and your memorandum must include clear statements about these restrictions. You must ensure compliance with SCA Decision No. 3/R.M of 2017 regarding promotion and introduction regulations, which restrict how you can market your offering and to whom. The document must be prepared in Arabic or include certified Arabic translations for certain sections. Additionally, you must maintain records of all investors and ensure compliance with UAE Central Bank regulations if your offering involves banking or financial services activities. Your memorandum should also address any applicable free zone regulations if your company operates within a UAE free zone jurisdiction.