Tokenized securities in ADGM operate under strict, clear regulations that set the global standard for digital asset compliance. The Abu Dhabi Global Market treats these as "Digital Securities," applying the same rules as conventional securities with added requirements for blockchain and distributed ledger technology. If you're planning to issue tokenized shares, bonds, or asset-backed tokens in Abu Dhabi, understanding these disclosure requirements isn't optional - it's the foundation of your entire compliance strategy.

We've helped multiple issuers navigate ADGM's regulatory framework, and here's what you need to know: the FSRA doesn't care that your asset is on a blockchain. They care that investors get the same protection they'd receive with traditional securities, plus full transparency on the tech risks unique to tokenization.

Quick Reality Check: What ADGM Actually Requires

• Same activity, same risk, same regulation - ADGM applies traditional securities rules to tokenized assets, with DLT-specific additions

• Prospectus requirements are non-negotiable - Public offerings need FSRA-approved documents meeting MKT Appendix 1.1 and 1.2

• Technology disclosures go deep - Smart contract logic, custody arrangements, cybersecurity measures, and incident response protocols must all be documented

• Ongoing obligations never stop - Annual audits, interim reports, material event disclosures, and continuous reserve verification for asset-backed tokens

• June 2025 updates changed the game - Streamlined processes, notification-based approvals, and new restrictions on privacy tokens

• FRT regime launches January 2026 - New rules for fiat-referenced tokens affecting settlement and payments

Quick Navigation

• Core Disclosure Requirements

• Offering Document Requirements

• Ongoing Disclosure Obligations

• Technology-Related Disclosures

• Impact on Disclosure Practices

• International Context Comparison

• Compliance Implementation

• Frequently Asked Questions

What Qualifies as Digital Securities in ADGM

Before diving into disclosure requirements, you need to confirm your token actually falls under the ADGM Digital Securities framework. The FSRA classifies Digital Securities as tokens representing shares, bonds, or other securities managed via distributed ledger technology.

Digital Securities Classification Matrix

The key distinction: if your token grants traditional rights like voting, dividends, or redemption, it's a Digital Security regardless of the underlying technology. This triggers full securities disclosure requirements under the Financial Services and Markets Regulations (FSMR) and Market Rules (MKT).

Core Disclosure Requirements for Tokenised Securities in ADGM

Issuers operating within the Abu Dhabi Global Market are required to adhere to traditional securities disclosure standards while also addressing the specific technological risks associated with tokenised securities. These requirements are governed by the Financial Services and Markets Regulations (FSMR) and the Market Rules (MKT), with the FSRA's Guidance on Digital Securities Activities providing clarity on how these rules apply to digital tokens.

The framework operates on a simple principle: issuers must first confirm that their token qualifies as a Digital Security, then comply with the MKT disclosure schedules supplemented by tokenisation mechanics and DLT characteristics.

Offering Document Disclosure Requirements

For tokenised securities, issuers must prepare an FSRA-approved prospectus that includes all the content outlined in MKT Appendix 1.1 and 1.2, tailored for the digital format.

Prospectus Content Requirements

For security tokens representing notes or debentures backed by financial assets, the prospectus must meet asset-backed securities requirements. This includes detailing legal ownership structures, security arrangements, independent valuation methods, custody procedures, and enforcement mechanisms in case of default. If you're tokenizing real-world assets, these additional layers add significant complexity to your disclosure documents.

Ongoing Disclosure Obligations

Transparency doesn't end at issuance. Once tokenised securities are traded in ADGM, issuers are subject to continuous reporting obligations similar to those for listed entities.

Periodic Reporting Requirements

Beyond periodic financials, issuers must disclose inside information that could impact the token's price promptly. This includes:

• Major transactions or corporate actions

• Changes in capital structure

• Alterations to tokenholder rights or smart contract logic

• Governance changes

• Significant cyber incidents or technical failures affecting the token or its platform

For platforms operating across multiple UAE jurisdictions, understanding how these requirements compare to VARA regulations and DFSA requirements is essential for structuring compliant offerings.

Technology-Related Disclosure Requirements

ADGM requires issuers to provide a detailed account of the technical framework behind their tokens. This goes far beyond a simple whitepaper.

Technical Disclosure Framework

Firms authorised to deal in Digital Securities must demonstrate robust systems and controls, including IT governance frameworks, cybersecurity measures, business continuity plans, and disaster recovery strategies. Stress testing for potential blockchain outages or network congestion is also expected.

On-Chain Governance Disclosures

If tokenholders can influence protocol parameters or business decisions through on-chain voting, issuers must explain:

• How voting is conducted and verified

• Thresholds for decision-making

• Legal enforceability of votes under ADGM company law

• Conflict resolution between on-chain outcomes and off-chain corporate obligations

This is particularly relevant for projects considering DAO structures within the ADGM framework.

Impact of Tokenisation on Disclosure Practices

Tokenisation is reshaping how issuers communicate with investors, requiring a broader scope of disclosures that integrate technical, operational, and legal aspects. Every update to a smart contract, custody arrangement, or protocol must be shared transparently. These newer requirements build on earlier ADGM standards while addressing the unique challenges posed by digital assets.

Token-Specific Technical Disclosures

In addition to general technological requirements, issuers must provide detailed, token-specific technical information.

Disclosure Requirements for Real-World Asset Tokenisation

When tokenising real-world assets like real estate, commodities, or fine art, issuers face additional disclosure layers.

RWA-Specific Disclosure Requirements

The UAE Securities and Commodities Authority's Decision No. 15/RM/2025 (June 2025) clarified that real-world assets are not classified as security tokens unless the underlying asset itself qualifies as a security. However, it mandated specific technical standards for DLT and required disclosures, with trading limited to licensed markets.

Recent Regulatory Updates: June 2025 and Beyond

Recent regulatory changes have significantly refined disclosure requirements for anyone looking at tokenization across ADGM, DIFC, and VARA.

The updated rules reflect a more functional approach to regulation, focusing on the utility of tokens (such as staking or payment capabilities) rather than rigid classifications. The emphasis on proportionate, risk-based disclosures for governance and market-abuse controls aims to enhance investor protection within the ADGM framework.

ADGM Disclosure Rules in International Context

Comparison with Global Securities Disclosure Laws

The disclosure framework for tokenised securities in the Abu Dhabi Global Market closely aligns with traditional standards for IPOs and listings in major global markets. However, ADGM's explicit focus on DLT risks sets it apart.

Global Disclosure Framework Comparison

For issuers comparing EU vs UAE frameworks, ADGM's approach offers more explicit technical disclosure requirements while maintaining familiar securities law foundations.

Comparison with Other UAE Jurisdictions

Within the UAE, ADGM competes with VARA and DIFC/DFSA for tokenization projects. Each has distinct disclosure approaches.

For a detailed comparison of costs and timelines across these jurisdictions, see our guides on ADGM crypto licensing, VARA license costs, and DIFC license costs.

Key Takeaways from International Comparison

From a global perspective, ADGM's framework reflects a growing trend among major jurisdictions: treating tokenised securities under existing securities laws but supplementing them with technology-neutral language and additional guidance. ADGM's focus on technology transparency and operational resilience sets a high standard that positions it as a sophisticated regulatory framework for virtual assets.

Cross-border offerings demand harmonisation of disclosure requirements across jurisdictions. For projects operating in multiple markets, engaging regional experts who understand ADGM, VARA, DIFC/DFSA, and international frameworks is essential for structuring compliant token offerings.

Compliance Implementation for ADGM Disclosure Rules

To align with ADGM's disclosure framework, token offerings must be structured carefully from the outset. The classification as public or private determines your entire disclosure approach.

Structuring Tokenised Securities Offerings

Offering Structure Options

For secondary trading, partnering with ADGM-approved Alternative Trading Systems (ATS) or recognised exchanges ensures liquidity while maintaining compliance. Since June 2025, the FSRA's notification-based process for Accepted Virtual Assets allows issuers to self-assess and notify the regulator, simplifying market entry. However, issuers must maintain detailed self-assessment records and avoid including assets prohibited under ADGM regulations.

Managing Ongoing Reporting and Market-Abuse Controls

After launch, tokenised securities must adhere to periodic financial reporting and disclose material events. Establishing robust monitoring systems is critical.

Ongoing Compliance Requirements

Market-abuse controls need to address risks unique to blockchain. ADGM's rules on insider trading and market manipulation apply to digital securities, but the pseudonymous nature of wallets, on-chain analytics, and automated trading pose additional challenges.

Blockchain-Specific Market Abuse Monitoring

Smart contracts can be programmed to enforce lock-ups and transfer restrictions, provided they comply with ADGM's free-transferability rules. Tools like Chainalysis or Elliptic can track unusual wallet movements and map connections between addresses.

Frequently Asked Questions

What are the disclosure requirements for tokenized securities under ADGM regulations?

ADGM requires issuers of tokenized securities to provide comprehensive details about the nature and structure of the securities, the issuer's identity and business operations, and all potential risks involved. This includes full prospectus-level disclosures meeting MKT Appendix 1.1 and 1.2 requirements, plus additional technology-specific disclosures covering smart contracts, blockchain infrastructure, custody arrangements, and cybersecurity measures.

How does ADGM classify tokenized assets vs virtual assets?

ADGM treats tokens that grant traditional securities rights (voting, dividends, redemption) as Digital Securities subject to the FSMR and MKT rules. Tokens without these characteristics may fall under the separate Virtual Asset framework. The classification determines your entire regulatory pathway and disclosure obligations.

What changed with the June 2025 FSRA updates?

The June 2025 updates transitioned ADGM from an approval-based to a notification-based process for Accepted Virtual Assets. This streamlined market entry for qualifying tokens while introducing ongoing monitoring requirements, monthly reporting obligations, and explicit prohibitions on privacy tokens and algorithmic stablecoins. Issuers must now continuously assess token suitability and provide evidence for their evaluations.

Do I need a physical presence in ADGM to issue tokenized securities?

Issuers of Digital Securities typically need appropriate licensing or authorization from the FSRA. This generally requires establishing an ADGM presence, though the specific requirements depend on your role (issuer vs platform operator vs custodian). See our guide on ADGM licensing for detailed requirements.

How do ADGM disclosure requirements compare to VARA?

ADGM focuses on securities-law frameworks with added DLT requirements, while VARA operates a dedicated virtual asset regime. ADGM requires full prospectus-level disclosures for Digital Securities; VARA uses whitepaper requirements for virtual asset issuance. The choice depends on whether your token is securities-focused (ADGM) or virtual-asset-focused (VARA).

What happens if my token is classified as a prohibited virtual asset?

Following the June 2025 updates, privacy tokens and algorithmic stablecoins cannot be issued or traded within ADGM. If your token falls into these categories, you'll need to either restructure the token's functionality or seek an alternative jurisdiction. The FSRA requires explicit confirmation that tokens are not prohibited assets.

How often must I update my disclosures after issuance?

ADGM requires annual audited financial statements, interim/half-yearly reports, and immediate disclosure of material events. Material events include smart contract updates, custody arrangement changes, significant cyber incidents, and anything that could impact token price. Since June 2025, monthly reporting to the FSRA is also required for certain activities.

Can I use the same prospectus for ADGM and other jurisdictions?

While ADGM's framework aligns with international standards, each jurisdiction has specific requirements. Cross-border offerings typically require a base prospectus with jurisdiction-specific supplements. For offerings spanning ADGM, VARA, and DIFC, harmonizing disclosures while meeting each regulator's specific requirements is essential.

What are the fiat-referenced token (FRT) disclosure requirements effective January 2026?

Starting January 2026, issuers of fiat-referenced tokens used for settlement or payments must provide proportionate risk and control disclosures under the new FRT regime. This includes details on reserve backing, redemption mechanisms, and safeguarding arrangements. The regime covers issuance, custody, payment acceptance, and intermediation activities.

What technical audits or assessments are required?

ADGM expects smart contract audits, cybersecurity assessments, and business continuity testing. While specific audit firms aren't mandated, issuers must demonstrate that their technical infrastructure meets the FSRA's systems and controls requirements. Independent third-party audits are strongly recommended and may be required for certain structures.

Next Steps: Structure Your ADGM Tokenized Securities Offering

Navigating ADGM's disclosure requirements for tokenized securities is complex but achievable with the right guidance. The regulatory clarity provided by the FSRA's framework, combined with the June 2025 updates streamlining approval processes, creates a clear pathway for compliant Digital Securities issuance in Abu Dhabi.

Why Choose Ape Law for Your ADGM Tokenization Project

We've successfully guided multiple tokenization projects through the ADGM regulatory process, from initial structuring through to live secondary trading. Our expertise spans:

• Regulatory Navigation: Deep relationships with FSRA and understanding of ADGM's Digital Securities framework

• Technical Architecture: Smart contract review and compliance integration with disclosure requirements

• Documentation Preparation: Prospectuses, legal opinions, and technology disclosure frameworks

• Ongoing Support: Post-launch compliance, regulatory reporting, and framework updates

Our Digital Securities Success Stories

While client confidentiality prevents us from naming specific projects, we've helped launch:

• A $50M+ tokenized real estate offering structured through an ADGM SPV

• Multiple asset-backed token issuances meeting full prospectus requirements

• Cross-border Digital Securities offerings harmonizing ADGM, VARA, and DIFC compliance

"Victoria and her team were our first choice for legal advice, corporate structuring & licensing from the get go when we looked to relocate our blockchain project to the UAE, specifically the ADGM. Ape Law's multidisciplinary expertise have been invaluable as we set up. We have saved valuable time and a lot of money working with Ape Law." - Ryan Baggage, Founder, OceanBlocks

Ready to Launch Your Tokenized Securities in ADGM?

Don't navigate ADGM's disclosure requirements alone. Our team combines deep regulatory knowledge with practical implementation experience to ensure your Digital Securities offering launches successfully and maintains ongoing compliance.

Schedule Your Consultation Today

Get a customized roadmap for your ADGM tokenization project, including:

• Token classification analysis and regulatory pathway recommendation

• Detailed disclosure requirement breakdown and timeline

• Technology disclosure framework tailored to your token architecture

• Ongoing compliance strategy and reporting calendar

Book Your ADGM Tokenization Consultation today.

Additional Resources

• Read about ADGM License Categories

• Explore ADGM SPV Structures

• Understand Security Token Requirements

• Compare UAE Tokenization Jurisdictions

Related Reading

• ADGM Crypto License: Complete Guide

• ADGM License Categories Explained

• FSRA Abu Dhabi: Regulatory Overview

• ADGM SPV Structures for Tokenization

• Security Tokens: Legal Framework

• Real Estate Tokenization in UAE

• RWA Tokenization: Complete Guide

• SPV Structures for Tokenized Assets UAE

• Tokenizing Across ADGM, DIFC, and VARA

• VARA UAE Regulatory Framework

• DIFC Crypto License Guide

• DFSA Regulations Overview

• Virtual Assets in UAE

• EU vs UAE Crypto Regulations

• DLT and Blockchain Regulations

Disclaimer: This guide reflects regulations as of January 2026, including the June 2025 FSRA updates and the FRT regime effective January 2026. The UAE's digital asset regulations are evolving rapidly. Always consult with qualified legal counsel before making licensing or operational decisions. The information provided here is for educational purposes and does not constitute legal advice.

Ape Law is a Web3-native legal firm specializing in cryptocurrency and blockchain regulations in the UAE. We provide comprehensive legal support for token launches, Digital Securities offerings, platform licensing, and ongoing compliance across ADGM, VARA, and DIFC.