The notification refers to these transactions as “share related transactions” and includes “etc.” after the specified categories.

All such share-related transactions must be executed exclusively in book-entry form through the Central Depository System (“CDS”).

Before reporting a share-related transaction to the Registrar, the company must apply to the Central Depository for CDS Eligible Security status and for replacement of its physical shares, in accordance with regulation 44 of the Companies Regulations, 2024. The company must ensure that all its shares are inducted into the CDS.

Before participating in the applicable transaction, the relevant allottee, transferor, transferee or other concerned person must ensure that all shares held by them are maintained in book-entry form.

S.R.O. 246(I)/2025 applies to unlisted companies having share capital incorporated on or after 3 March 2025.

Such companies must hold and issue their shares exclusively in book-entry form from the date of incorporation. They may not maintain their shares in physical form, and replacement of shares from book-entry form to physical form is not permitted.

Following replacement of physical shares with shares in book-entry form, S.R.O. 328(I)/2026 requires the company to attach the additional documents specified in the notification with the relevant applicable returns or forms.

The notification specifies the following documents: for an allotment reported through Form 3: statement of allotment of shares/CDS list of allottees. For a transfer reported through Form 3: statement of transfer of shares/CDS Account Activity Report. With Form A: complete list of shareholding/CDS list of beneficial owners’ report and, where applicable, the complete CDS list of transfers of shares. With Form 27: statement of buy-back of shares/CDS account balance statement showing where the bought-back shares are parked.

The Central Depository is required to provide the latest statements specified in the notification to companies to enable their compliance with regulation 44 of the Companies Regulations, 2024.

After replacement of physical shares with shares in book-entry form, the company must retain the cancelled physical share certificates and the Form for transfer of shares for ten years.

These documents must be preserved for a longer period where directed by the SECP, a court or another competent authority, or where they are likely to be required in connection with pending proceedings before a court or authority of which the SECP or the company has notice.

Where a company, allottee, transferor, transferee or other concerned person is unable to proceed with replacement of the shares because of an impediment—including a shareholding dispute, pending litigation or another reasonable cause—the relevant circumstances must be reported to the SECP.

Upon receipt of such report, the Commissioner (LRD) may relax the requirements to the extent considered appropriate in the circumstances. Any person who contravenes or fails to comply with the notification is liable to a penalty under section 510(2) of the Companies Act, 2017.