SECP Issues Procedure for Purchase of Shares Issued by Unlisted Companies

The Securities and Exchange Commission of Pakistan (SECP) has approved the draft “Unlisted Companies (Buy-Back of Shares) Regulations, 2022,” detailing the procedures for the purchase of shares issued by unlisted public and private companies. The proposed regulations will facilitate startups and boost investor confidence by providing an easy exit option to shareholders. The draft regulations provide eligibility criteria, procedures, and mechanisms to be adopted by unlisted companies to buy back their issued shares. The unlisted companies will also have to cancel the number of bought-back shares from the total issued shares. The regulations also require the submission of the final report to the registrar after completion of the process of buyback of shares. The draft regulations propose that the board of directors of a purchasing company make a declaration to the effect that the company is capable of meeting its liabilities and will not be rendered insolvent for twelve (12) months from the date of the declaration. The Companies (Amendment) Act, 2021, has enabled all companies, including unlisted public and private companies, to buy-back their shares. Previously, only listed companies were allowed to buy-back their issued shares.