SECP Mandates Book-Entry Form for Unlisted Companies Under S.R.O. 328(I)/2026

Understanding the Book-Entry Mandate

The book-entry form requirement means that physical share certificates will no longer be recognized as valid evidence of shareholding. Instead, all shares must be held and transferred through the Central Depository System, which maintains electronic records of share ownership. This transition aims to enhance transparency, reduce fraud risks, and streamline the transfer process for unlisted companies.

Key Implications for Unlisted Companies

Unlisted companies with outstanding physical share certificates must take immediate steps to comply with this new requirement. Failure to do so may result in:

• —Potential penalties for non-compliance with SECP regulations
• —Difficulties in processing share transfers and transactions
• —Challenges in maintaining accurate shareholder records
• —Potential impact on corporate governance and regulatory compliance

How Adamsons Law Associates Can Help

Our Corporate and Commercial team at Adamsons Law Associates Karachi is fully equipped to assist unlisted companies in navigating this transition. We provide comprehensive legal advisory services including:

• —Review of existing share certificates and shareholding records
• —Preparation and filing of required documentation with SECP
• —Compliance advisory on the transition to book-entry form
• —Representation before SECP and related regulatory authorities

Companies with outstanding physical share certificates should review their compliance position without delay. Our experienced team can guide you through every step of this transition.