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Funds and asset management work covers structuring, licensing, governing and eventually winding down investment funds, along with advising the managers who run them and, at times, the investors who put capital into them.

The UAE does not have a single fund regime. Mainland UAE, the DIFC and ADGM each run their own framework, with their own regulator, their own rules and their own licensing process.

Onshore, the Capital Market Authority regulates funds and capital market activity across mainland UAE.

The DIFC has its own fund regime under the DFSA, and ADGM has its own fund regime under the FSRA. These are financial free zones operating independently of the onshore framework and of each other.

Unlike some other multi-jurisdiction markets, there is no fund passport between mainland UAE, the DIFC and ADGM.

This means a fund authorised and licensed in one of these jurisdictions cannot simply be marketed or operated in another, each jurisdiction’s own requirements generally need to be met on their own terms.

This single negative fact, that no passport exists, drives a significant share of the structuring work in this practice area, from choosing a fund’s domicile in the first place to designing feeder and master arrangements.

Managers who assume DIFC or ADGM authorisation automatically opens the door onshore, or vice versa, are working from a mistaken premise a lawyer can correct early, before it becomes a costly problem.

The onshore regulator changed from 1 January 2026, when the Capital Market Authority replaced the former Securities and Commodities Authority under Federal Decree-Law 32 of 2025.

Federal Decree-Law 33 of 2025 operates alongside this, governing capital market activity onshore more broadly.

Decisions and rules issued under the former SCA continue to apply under a transitional savings arrangement, rather than lapsing automatically on the change to the Capital Market Authority.

They remain in force until formally replaced or repealed, a lawyer can confirm which specific older rules still govern an existing licence or fund.

The DFSA operates a fund regime specific to the DIFC, covering fund formation, manager licensing, and ongoing obligations for DIFC-domiciled funds.

This regime is genuinely separate from both the onshore Capital Market Authority framework and ADGM’s regime, a DIFC fund manager needs advice grounded specifically in DFSA rules.

The FSRA operates a comparable but separate fund regime for ADGM, with its own formation, licensing and governance requirements.

ADGM has built a significant fund management sector under this regime, and a manager considering ADGM should approach it as its own distinct framework rather than a variant of the DIFC’s.

The choice between mainland, DIFC and ADGM depends on factors including the target investor base, asset class, and how the fund intends to be marketed.

Given the absence of a passport, this decision has lasting consequences for how the fund can later expand its investor base or marketing reach, worth getting right from the outset with proper legal advice.

A public offer fund is generally marketed to a broad investor base and carries fuller regulatory requirements as a result.

A private placement or exempt fund is offered to a narrower, often more sophisticated investor base under a lighter-touch regime, with the specific thresholds and conditions varying by jurisdiction.

Each regulator, the Capital Market Authority, the DFSA and the FSRA, sets its own licensing criteria for fund managers, covering matters like capital adequacy, governance and fit-and-proper requirements.

These licences are not interchangeable, a manager operating across jurisdictions typically needs to satisfy each regulator’s requirements separately.

Feeder and master fund structures are a common response to the absence of a fund passport, allowing capital raised through a feeder in one jurisdiction to flow into a master fund elsewhere.

Structuring this correctly requires attention to each jurisdiction’s rules on cross-border investment flows and fund arrangements, a lawyer can advise on the specific mechanics for your structure.

Fund governance typically covers oversight duties, conflict of interest management, and record-keeping, calibrated to the fund’s structure and regulator.

Investors are generally entitled to disclosure about a fund’s strategy, fees and risks, with the specific standard depending on whether the fund is publicly offered or privately placed, and under which regime.

Winding down a fund typically involves realising its assets, settling outstanding liabilities, and distributing remaining proceeds to investors under a defined process.

The specific steps and regulatory notifications required depend on the regime the fund sits within, a lawyer can advise on the process applicable to your fund.

Larger firms may bring more resources for complex, multi-jurisdiction fund structures spanning mainland, DIFC and ADGM at once.

Independent lawyers with genuine, current fund regulatory experience can offer more direct, accessible support for a single-jurisdiction fund. This is a preference you can share through Legal Connect.

LEXNOVA is not a law firm and does not provide legal advice. Legal Connect exists to help you describe a funds or asset management matter clearly, then explore potentially suitable lawyers from our network.

We consider which jurisdiction and regulator is involved, the fund type, and your stage in the process, with every potential match reviewed by a person before an introduction.

Fees vary based on the fund structure’s complexity, the jurisdiction chosen, and whether the engagement covers formation only or ongoing governance support.

LEXNOVA does not set or control fees, this is communicated directly by each professional, and it is reasonable to request a clear estimate before engaging anyone.