The Unlisted Companies (Buy-Back of Shares) Regulations, 2023

These regulations establish the framework for unlisted public and private companies in Pakistan to purchase their own shares under Section 88 of the Companies Act, 2017. Eligibility requires distributable profits or reserves, a special resolution by members, board recommendation confirming solvency for twelve months, and no objection from secured creditors. The buy-back process mandates a sixty-day offer period with proportional offers to existing shareholders, payment via banking channels within ten days, and immediate cancellation of purchased shares. Companies must file a special resolution and a final return with the Registrar within fifteen days of the respective events, with contraventions subject to penalties under the Act.

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Government of Pakistan
Securities and Exchange Commission of Pakistan Islamabad, the 12th October, 2023 NOTIFICATION S.R.O. 1441 (I)/2023.– In exercise of powers conferred under sub-section (1) of sections 512 read with sections 88 and 458A of the Companies Act 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to notify the following Unlisted Companies (Buy-Back of Shares) Regulations, 2023, the same having been previously published in the official Gazette vide Notification No. S.R.O. 2066(I)/2022 dated November 25, 2022, namely: -
CHAPTER I
PRELIMINARY

Short title, commencement and applicability. - (1) These regulations shall be
called the Unlisted Companies (Buy-Back of Shares) Regulations, 2023. (2) They shall come into force at once. (3) These regulations shall be applicable to buy-back of shares of unlisted companies in pursuance of section 88 of the Companies Act, 2017 (XIX of 2017).
Definitions. - (1) In these regulations, unless there is anything repugnant in the
subject or context, -
(a) “Act” means the Companies Act, 2017 (XIX of 2017); (b) “Annexure” means annexure appended to these regulations; (c) "purchase" means buy-back of its own shares by a purchasing company under section 88 of the Act and these regulations; (d) "purchasing company" means a public unlisted or a private limited company that intends to purchase its own shares under section 88 of the Act and these regulations; and

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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