Sukuk issuances: AAOIFI unlikely to implement Standard 62 this year

Zawya

18 hours ago

The Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI), the leading standard-setting body for Islamic finance, is unlikely to issue its new Standard 62 guideline for sukuk structures this year.
The much-debated standard, designed to differentiate sukuk structures from conventional bonds to meet Shariah compliance, may see the light of day only early next year, market participants aware of the matter told Zawya.
'AAOIFI has postponed the implementation of Standard 62, and it may now take place next year. The sukuk markets are currently on much calmer ground,' the head of DCM at a leading MENA bank told Zawya.
Islamic bonds in the MENA region raised $32.2 billion during the first half of 2025, marking a 14% increase from the same period last year and setting a new first-half record. Sukuk accounted for 37% of total bond proceeds raised in the region during H1 2025, compared to 38% in the first six months of 2024, according to data from LSEG.
The world of Islamic capital markets is anxiously awaiting the final version of Standard 62, which in its draft exposure emphasised ownership transfer of assets and asked for detailed treatment on hybrid sukuk as well as Tier-1 and Tier-2 capital sukuk.
The Bahrain-based AAOIFI, which includes around 20 senior Shariah scholars announced that new measures will be introduced this year, with a transitional period of one to three years for issuers to adapt. The exposure draft was published in December 2023, giving market participants until the end of July 2024 to provide feedback. The standard-setting body is now conducting roundtables and industry events on Standard 62.
Market disruption
However, experts warn that if Standard 62 is approved as proposed, it could be disruptive for the market and Islamic banks.
'The final version is unlikely to be implemented in 2025. The changes suggested by AAOIFI under the draft Standard 62 would entail a significant deviation from the current practices,' the investments head of a leading Shariah-compliant bank based in Qatar told Zawya.
'AAOIFI is aware of the implications, but they won't shy away from making changes just because it may negatively affect the industry,' he added.
'Ownership transfer must be genuine and enforceable, not superficial. In structures requiring ownership transfer, sukuk holders must have genuine recourse to the underlying assets,' AAOIFI told Zawya. However, it did not comment on whether Standard 62 will be implemented this year or delayed.
Global credit rating agency Fitch said there remains a lack of clarity around the standard's final scope and implementation.
'The standard has not reduced Islamic banks' ability to issue, invest in and arrange sukuk, but these remain risks to watch,' it said.
'In its draft proposal, the vast majority of Standard 62 is not controversial and is already being applied in the market. But there is a minority portion regarding asset transfer and legal title transfer within the standard [which is] causing an issue,' the head of Islamic finance at a leading UAE bank told Zawya.
According to him, Standard 62 will significantly change how sukuk are commonly structured and perceived with a clear distinction.
'If Standard 62 is passed as it is, it will change the nature of sukuk from an unsecured form of financing to securitisation. Alternatively, if securitisation is not preferred by the issuer, it will need to remain as unsecured financing. This represents a significant change in the nature of the instrument compared to what we are used to today.'
Change in risk profile
'What AAOIFI is saying is that the asset needs to be effectively transferred from the balance sheet of the issuer to the investors. And that could impact the market in several ways,' Mohamed Damak, Managing Director at S&P, said.
Sukuk issuance could be difficult for some issuers that cannot transfer assets freely. There are also concerns about who will bear the expenses of transferring the asset. 'For instance, issuers need to have a specific law or abide by specific rules when it comes to privatisation of sovereign assets before being able to transfer that,' Damak said.
In some countries in the Middle East, not all assets can be owned by private investors. Though rules are being relaxed in the region, there are many countries where real estate assets cannot be owned by foreign investors.
While some sukuk investors may not want to take on the credit risk exposure of the issuer, some issuers may prefer to keep their assets and refinance on the capital market to raise long-term financing.
'Also, if you transfer the asset from the sponsor of the sukuk to the investors, it will mean that the investors would be exposed to risks related to the asset. These risks could include the pricing of the asset, issues related to the destruction of the underlying asset, or risks related to the nationalisation of the underlying asset, which investors are generally not exposed to,' Damak said.
As Standard 62 proposals call for real transfer of the asset and thereby an exposure to the market value of the asset to the investors, it could change the nature of the sukuk, which resembles a fixed income instrument, to an equity-like instrument. The investor profile and the parameters of pricing would also undergo a change.
'If sukuk becomes like an equity instrument, you would be speaking to investors who [...] would be more demanding in terms of pricing in order to compensate for the additional risk to which they are exposed,' Damak said.
The level of AAOIFI standards adoption varies across Islamic finance jurisdictions. Malaysia, Saudi Arabia, and Indonesia collectively account for more than 70% of annual sukuk issuance, but AAOIFI standards are not compulsory in these jurisdictions.
Impact on UAE, Bahrain sukuk issuances
More than 20 jurisdictions have adopted AAOIFI standards, including Bahrain and the Higher Shariah Authority in the UAE. This means that any UAE-based issuers who want to tap the sukuk market, or any issuer worldwide who wants to issue a sukuk and engage with UAE investors, must comply with these standards.
While Malaysia, the largest Islamic economy, as well as Indonesia and Saudi Arabia, have not fully adopted AAOIFI standards, they will need to comply if they wish to issue sukuk and attract UAE investors.
'The immediate impact will initially be observed in the UAE and Pakistan, where AAOIFI standards are mandatory. The implications will be determined based on whether the standard is passed in its current form, the regulators' stance and approach to implementation, and how market players adapt to these decisions,' said Jinan Al Taitoon, a sukuk expert at LSEG.
'Introducing amendments that account for the practicalities of the sukuk market, such as offering exemptions, alternative treatments for specific underlying assets, or suggested modifications to sukuk structures, could help mitigate these implications,' Al Taitoon added.
Impact on Islamic banks?
'The new standard will be a means of greater harmonisation across jurisdictions, leading to a more robust and streamlined sukuk market,' AAOIFI said.
If the adoption of Standard 62 disrupted sukuk issuance, it may affect some Islamic banks' overall funding and liquidity profiles.
It could also raise Islamic banks' cost of funding. Demand, including from international investors, could be affected if it makes sukuk less comparable to conventional bonds, according to Fitch.
Banks in the UAE and Bahrain are already assessing how the standards will impact their business and are exploring alternative options.
'It's the readiness of the markets to adapt that matters,' an Islamic banker said.
'All the banks know what is going to come, and they have discussed it with issuers. The onus falls on the issuers to change their documentation to apply Standard 62. Banks can help issuers with what needs to be done,' he added.