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New Unlisted companies share in book-entry from only

15 March 2025

Author: Asif S Kasbati (FCA, FCMA & LLB)

From: Asif Siddiq Kasbati <asif.s.kasbati@professional-excellence.com>
Date: Fri, Mar 14, 2025 at 3:14 PM
Subject: COQC646= New Unlisted companies share in book-entry from only

460+ Company Laws Quick Commentary - COQC 646

 

Further to KQU 3274 of 5.3.25, being an Important matter, we would inform you about SECP Notification 246(I)/2025 dated 27.2.25 (Attachment 646.1) with emphasis ours in bold & underline for quick reading.

 

The SECP, in exercise of powers conferred u/s 510 read with Section 72 of the Companies Act, 2017 (XIX of 2017) and regulation 44 of the Companies Regulations, 2024, is pleased to notify that all the newly incorporated unlisted companies shall hold and issue shares in book-entry form only, in the following manner

 

(i) All unlisted companies, having share capital, incorporated on or after 3.3.25, shall hold and issue shares in book-entry form only, from the date of their incorporation and no such company shall maintain its shares in physical form and the replacement of shares from book-entry to physical shares shall not be permitted.

 

(ii) At the time of incorporation, the subscribers of the company shall provide consent to the contractual arrangements, including its terms and conditions, with the Central Depository for directly crediting and maintaining its shares in book-entry form alongwith payment of annual fee & security deposit.

 

(iii) All unlisted companies shall also comply with the requirements of the Central Depository for issuing shares in book entry form.

 

(iv) All unlisted companies, having share capital, upon induction of its shares in book entry form at the time of incorporation shall attach following additional document(s) issued by Central Depository along-with relevant return(s) on the prescribed form notifying detail of or change in shareholding under the companies Act, 2017 as and when due

 

S. No

Relevant Form

Additional Document

1

Form-A (Annual return of a company)

·  Complete list of shareholding / CDS list of shareholders.

·  Complete CDS list of transfer of shares,
if applicable.

2

Form-3 (Return of allotment of shares & Change of more than twenty-five percent in shareholding or membership or voting rights)

In case of allotment of shares:

·  Statement of allotment of shares / CDS list of allottees

 

In case of transfer of shares:

·  Statement of transfer of shares / CDS Account Activity report. 

3

Form-27 (Final return for buy back of shares of unlisted companies)

·  Statement of buy back of shares / CDS Account balance statement where buy back shares are parked.

 

(v) Any person, who contravenes or does not comply with the requirements of this notification shall be liable for penal action as provided under sub-section (2) of section 510 of the Companies Act, 2017.

 

Further Details & Services

 

Should you require any clarification or explanations in respect of the above or otherwise, please feel free to email Mr Amsal at amsal@kasbati.co with CC to info.kasbati@professional-excellence.com.


 

Best regards for Here & Hereafter
Asif S Kasbati (FCA, FCMA & LLB)

Managing Partner 

Kasbati & Co (1400+ Tax, Levies, Companies, Economy, Inflation, HR, Banking, Finance, etc

    Quick Commentary Service Provider and High Level 440+ Tax & Levies Laws Consultants) 

Head of Tax & Professional Excellence Services (Symbols of High Quality Practical Tax, Levies &        Corporate Training for Beginners to High Levels' Professionals) PTCL: 92-21-34329108 Mobile: 0334 322 3161 Website: kasbati.co Facebook:  https://www.facebook.com/taxexcellence/ 

 

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