Circular No. 9 of 2024 – Clarification on Filing Form-3 for Shareholding Changes Under Section 465 of the Companies Act 2017

Unlisted companies are permitted to file Form-3 with the registrar to report any change of twenty-five percent or less in their shareholding, membership, or voting rights. This clarification expands upon the mandatory requirement to report changes exceeding twenty-five percent within fifteen days. The provision allows companies to voluntarily disclose smaller transfers to maintain updated public records of shareholding.

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SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Licensing & Registration Division

Corporate Registry Department

No. LRD/CRD/PR(11)/2017-1109
March 22, 2024

Circular No. 9/2024

Subject: Circular under section 465 read with section 510 of the Companies Act 2017 (XIX of 2017)

According to provisions of sub-section (4) of section 465 of the Companies Act, 2017 (the Act), a company shall inform the registrar about any change of more than twenty five percent in its shareholding or membership or voting rights in a manner as may be specified by the Commission. The Commission through Regulation 41 of the Companies Regulations 2024 (the Regulations) has specified that, a company other than a listed company, shall inform the registrar about any change of more than twenty five percent in its shareholding or membership or voting rights as per Form-3 within fifteen days after the day on which the threshold of more than twenty five percent is reached.

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Lineage: In force

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Source: Securities and Exchange Commission of Pakistan — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works