Investment licensingPublished 9 min read

UAE Category 5 License — Who Can You Legally Market To? Professional Investor Rules Explained

By Zitadelle AG | Reviewed by Alex Kazak, Business Development Partner, Zitadelle AG

The professional-investor restriction applies to the promotion of foreign funds: since 1 February 2023, foreign funds may be promoted in mainland UAE only to professional investors, by private placement, through a licensed promoter and with the fund approved by the regulator.

For the full licence guide — requirements, capital and timeline — see our UAE Category 5 licence page.

The UAE CMA Category 5 license is the standard regulatory gateway for international brokers, fund promoters, and financial firms entering the UAE market — authorizing marketing, promotion, financial consultation, and client introduction without a full brokerage. But the most common and most consequential misunderstanding about Category 5 is who it actually permits you to market to.

The professional-investor restriction applies to the promotion of foreign funds: since 1 February 2023, foreign funds may be promoted in mainland UAE only to professional investors, by private placement, through a licensed promoter and with the fund approved by the regulator. This article sets out exactly who qualifies, the due diligence obligation that rests with the UAE-licensed entity, and the enforcement consequences of getting it wrong.

This guide focuses on the compliance question of who you can market to. For the full technical breakdown of Category 5 — capital requirements, staffing, the CMA application process, timelines, and costs — see our complete CMA Category 5 License Requirements (service page) →

Who Can a Category 5 Licensee Legally Market To?

Under the SCA's February 2023 amendment to the Financial Activities Rulebook (Board of Directors' Decision No. 13/R.M of 2021), promotion of foreign funds in the UAE mainland is restricted to "professional investors" meeting specific thresholds. These categories carry forward under the CMA framework that succeeded the SCA on 1 January 2026.

Capital market institutions

Entities licensed by the CMA or a similar supervisory authority, financial institutions, investment funds, regulated pension fund managers, or companies listed on any IOSCO member state market.

Trustees

Must hold assets of not less than AED 35 million (~USD 9.5 million) during the past 12 months.

Family offices

Licensed authorized persons of family offices with assets of not less than AED 15 million (~USD 4.1 million).

Joint ventures and large undertakings

Net assets of not less than AED 25 million (~USD 6.8 million) over the past 2 years, or entities meeting at least two of: total assets ≥ AED 75 million, net revenue ≥ AED 150 million, or net equity ≥ AED 7.5 million.

Professional investor categories and thresholds
Professional Investor CategoryThreshold
Trustees≥ AED 35M (~USD 9.5M) assets, past 12 months
Family offices≥ AED 15M (~USD 4.1M) assets
Joint ventures / large undertakings≥ AED 25M net assets (2 yrs), or 2 of: assets ≥ AED 75M, revenue ≥ AED 150M, equity ≥ AED 7.5M
Capital market institutionsCMA/equivalent-licensed entities, funds, pension managers, IOSCO-listed companies

Foreign Funds: Professional Investors Only

The professional-investor restriction applies to the promotion of foreign funds: since 1 February 2023, foreign funds may be promoted in mainland UAE only to professional investors, by private placement, through a licensed promoter and with the fund approved by the regulator.

The Due Diligence Obligation

The Category 5 licensee must perform due diligence confirming the foreign entity being promoted is itself properly regulated before any promotional activity begins. This due diligence obligation rests with the UAE-licensed entity, not the foreign broker. The UAE entity cannot rely on the foreign broker's own representations alone — it must independently verify the regulatory standing of what it promotes.

Enforcement

Violations can result in sanctions ranging from a warning and public disclosure on the CMA website to fines, activity suspension, or license revocation. Public disclosure of a violation is itself commercially damaging — for a firm whose UAE value proposition rests on regulatory credibility, appearing on the regulator's public sanctions list undermines the very reason for holding the license.

How Zitadelle AG Assists

Zitadelle AG advises CMA Category 5 applicants and licensees on the full marketing-compliance perimeter — including professional-investor verification procedures, the due diligence framework for foreign entities being promoted, and marketing material review against CMA conduct standards. We help firms design a compliant go-to-market strategy from day one, rather than discovering the professional-investor restriction after launch.

Contact Zitadelle AG for a confidential consultation on your UAE Category 5 marketing-compliance framework. For the complete licensing requirements, capital, staffing, and application process, see our full CMA Category 5 License service page →

Last updated: June 2026. This article is for informational purposes and does not constitute legal or regulatory advice. The professional-investor thresholds derive from the SCA's Financial Activities Rulebook (Board of Directors' Decision No. 13/R.M of 2021, as amended February 2023) and carry forward under the CMA framework effective 1 January 2026. Contact Zitadelle AG for current guidance applicable to your specific circumstances.

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