On 20 August 2025, PAK SEC issued proposal re substantial shareholding reporting.
- PAK SEC proposed amendments to Companies regulations 2024 re shareholding change reporting requirements.
- Follows PAK SEC March 2024 issued circular re filing return with the registrar.
Overview of Draft Amendments
- Non-listed companies must report substantial shareholding, membership, or voting rights changes exceeding 25% threshold via Form-3 within fifteen days via eZfile system exclusively.
- Share transfers require digital verification from both transferors and transferees, with five-day deadline for digital verification before companies must report impediments to registrar.
- Existing shareholders not registered with eZfile system must complete registration within three months before executing share transfers under new framework.
- Form-3 submissions must include stamp paper affidavit confirming content accuracy, signed by filer and attested by oath commissioner with witness verification.
- Share transfers executed after reg 44 notification issuance must occur exclusively in book-entry form through central depository system (CDS) with pre-transaction share induction obligations.
- Companies, transferors, and transferees jointly responsible for ensuring shares are inducted into CDS prior to transaction execution under mandatory book-entry requirements.
- Transmission of shares, transfers by operation of law, or qualification share transfers by nominees are exempt from digital verification requirements with alternative documentation.
- Form-3 enclosures are expanded to include transfer statements or CDS account activity reports for share transfers and allotment statements, CDS allottee lists for share allotments.
Consultation Period
- The consultation is open until 3 September 2025.
