On 9 April 2026, the Virtual Assets Regulatory Authority (“VARA”) issued its Guidance on the Virtual Assets Issuance Rulebook (the “Guidance”), providing detailed interpretative support on the regulatory framework governing the issuance of virtual assets in Dubai.
The Guidance represents a significant development in the evolution of virtual asset regulation, offering one of the more comprehensive jurisdiction-specific frameworks addressing how virtual assets are created, disclosed and distributed within a regulated environment. It provides clarity on the classification of virtual assets, the conditions applicable to different issuance models and the associated disclosure and distribution requirements.
A key feature of the Guidance is its focus on pre-issuance and issuance-stage requirements, including licensing (where applicable), classification analysis and mandatory disclosures. The framework places considerable emphasis on the preparation and publication of whitepapers and risk disclosure statements, which must meet prescribed standards of clarity, completeness and accessibility and in respect of which issuers retain potential liability.
Taken together, these elements reflect VARA’s approach of addressing regulatory considerations at the point of issuance, including how the characteristics of a virtual asset are defined, how value is derived or referenced and how information is presented to prospective participants in the market.
Scope and Regulatory Intent
The Guidance confirms that any entity issuing a virtual asset “in the course of a business” is required to comply with the VA Issuance Rulebook, with VARA adopting a broad and fact-specific interpretation of this concept. In practice, this captures a wide range of activities involving a direct or indirect commercial element, such that an issuance may fall within the scope even in the absence of direct monetary consideration and may also extend to non-profit or foundation structures. Only purely personal or genuinely non-commercial activities are likely to fall outside the regime. This approach reflects an intention to ensure that regulatory requirements apply across a broad spectrum of issuance models.
Issuance Classification Framework
The Guidance introduces a three-tier classification framework which determines the applicable regulatory treatment of a virtual asset at issuance. At the more stringent end, Category 1 captures fiat-referenced and asset-referenced virtual assets, for which issuers are subject to licensing requirements, full compliance with the VARA rulebooks and enhanced disclosure obligations, including in relation to asset backing and valuation where relevant.
Category 2 applies to other non-exempt virtual assets and reflects a different regulatory approach, under which the issuer is not itself required to be licensed, but distribution must be conducted through a VARA-licensed intermediary responsible for undertaking appropriate due diligence and ensuring compliance.
Taken together, this framework delineates how regulatory obligations are allocated between issuers and intermediaries, depending on the nature and characteristics of the virtual asset.
Exempt Virtual Assets
Certain limited categories of virtual assets are treated as exempt, including:
- non-transferable virtual assets; and
- redeemable closed-loop virtual assets (such as certain loyalty or reward schemes).
These assets must not facilitate the development of secondary markets and remain subject to general conduct requirements, including obligations to act with integrity and fairness.
Disclosure Framework
The Guidance places strong emphasis on disclosure as a key part of the regulatory framework. Issuers of virtual assets (except those that are exempt) must publish a publicly accessible whitepaper in a machine-readable format before offering the asset to the public. This whitepaper must be clear, fair, not misleading and kept accurate and up to date over time, and issuers cannot exclude civil liability for its contents or related disclosures.
In addition, issuers must prepare a separate risk disclosure statement that clearly explains all material risks associated with the virtual asset in simple, non-technical language to support informed investment decisions. Both the whitepaper and risk disclosure must be continuously maintained and updated throughout the life of the asset.
Governance and Ongoing Obligations
The Guidance sets out detailed expectations for governance and operational arrangements, especially for Category 1 issuers, including the establishment of clear organisational and governance structures, strong risk management frameworks and transparent procedures for handling changes to the virtual asset. It also requires issuers to provide advance notice to holders of any material changes to the virtual asset, subject to limited exceptions.
Ongoing Classification and Change Management
Given the evolving nature of virtual assets, the Guidance requires issuers to reassess a virtual asset’s classification whenever its characteristics change, and where such a change would result in a different classification, the issuer must comply with the requirements of the new category before implementing the change, which may include obtaining a licence or securing regulatory approvals.
This creates an ongoing compliance obligation that extends beyond the initial issuance of the asset.
Implications for Tokenisation and Asset-Referenced Structures
The Guidance sets out comprehensive rules for asset-referenced virtual assets, including those tied to real-world assets (“RWAs”) or income streams. It uses a wide definition of RWAs, encompassing financial instruments, physical assets and certain intangible rights, and also includes structures based on income within its scope.
It also sets out specific requirements in relation to reserve assets, custody arrangements and redemption rights. These provisions are expected to be particularly relevant for market participants involved in tokenisation initiatives.
Key Considerations for Market Participants
Pursuant to the Guidance, issuers may need to consider the classification of the proposed virtual asset at an early stage, ensure the preparation of compliant disclosure documentation and assess any applicable licensing requirements and ongoing obligations.
Distributors and virtual asset service providers should implement appropriate due diligence and monitoring processes, as well as be prepared to suspend or cease distribution where compliance concerns arise.
Investors and counterparties are likely to place greater reliance on disclosure documentation and benefit from increased transparency regarding asset structure and associated risks.
Conclusion
The VARA Guidance establishes a structured and detailed framework for virtual asset issuance, with a strong focus on classification, disclosure and distribution requirements. By setting clear expectations across these areas, it enhances regulatory certainty for issuers, distributors and other market participants operating in or from Dubai.
The treatment of whitepapers and risk disclosure statements as core regulatory components – subject to ongoing accuracy requirements and potential liability – highlights the importance of robust and transparent disclosures throughout the lifecycle of a virtual asset.
More broadly, the Guidance reflects an approach that prioritises the design and disclosure of virtual assets at the point of issuance, which is particularly relevant for tokenised products linked to real-world assets or income streams where rights, valuation and risk disclosure are critical.
Overall, the Guidance represents a significant step in the development of Dubai’s virtual assets regime and provides a clear reference point for structuring and issuing virtual assets within a regulated framework.
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This article is intended for general informational purposes only and does not constitute legal advice. Readers should seek independent legal counsel in relation to their specific circumstances.