Articles review
Pre-emption rights, approval requirements and any restrictions checked.
Menu
Selling shares, buying out a partner or moving shares within a family? We prepare the transfer documents under your articles, deal with stamp duty, file the change with SECP, update the registers and beneficial ownership, and check the tax consequences for buyer and seller.
When shares in a private company change hands, three things need to happen correctly: the transfer must follow the company's articles, it must be recorded and reported to SECP, and the tax consequences for the seller, and sometimes the buyer, must be dealt with.
Private companies restrict share transfers, so the articles usually give existing members a right of first refusal and require board approval. The transfer is made by an instrument of transfer signed by both parties and stamped under the applicable stamp law, then approved and entered in the register of members. Under the Companies Regulations, 2024, a change in shareholding of more than 25% is reported to SECP on Form-3 within 15 days with a supporting affidavit, and any change in ultimate beneficial ownership is declared on Form-18 within 14 days.
On the tax side, a gain on the sale of shares in an unlisted company is generally taxable as a capital gain under the Income Tax Ordinance, 2001, and transfers at prices well below fair value can draw questions from FBR. Agreeing a defensible price matters for both sides, which is why we work alongside our company valuation and corporate tax advisory teams.
A fixed fee per transfer, with valuation and tax advice available.
Pre-emption rights, approval requirements and any restrictions checked.
Instrument of transfer and any share purchase agreement prepared.
Stamp duty on the transfer worked out and paid.
Resolution approving the transfer and updating the register.
Old certificates cancelled and new ones issued to the buyer.
Form-3 for changes over 25% and Form-18 for beneficial ownership.
Capital gains for the seller and the value used reviewed.
Shareholder details updated where they appear on other records.
These are the issues we fix most often after a transfer was done informally.
Transfers that skip pre-emption rights or board approval can be challenged by other members.
We follow your articles.An unstamped or missing instrument of transfer weakens the buyer's title.
We prepare and stamp it.Shareholding changes over 25% must be reported on Form-3 within 15 days.
We file on time.A new beneficial owner must be declared on Form-18 within 14 days.
We update the UBO register.A gain on unlisted shares is generally taxable as a capital gain for the seller.
We plan the tax position.Transfers at values far below fair value can invite questions from FBR.
We support the price with a valuation.Buyer and seller can sign from different cities or countries.
We understand the parties, the shares and the agreed terms.
Our fee and any stamp duty or valuation costs listed upfront.
Transfer documents prepared, signed and stamped.
Board approval, register updated and SECP filings made.
Tax position finalised and certificates issued.
One founder or partner selling out to the others.
Shares passing between family members or to the next generation.
Investors buying existing shares from founders.
A buyer acquiring all or most of a company.
Transfers to or from overseas individuals or companies.
Past informal transfers documented and filed properly.
A share transfer touches the company's records, the parties' agreement and both sides' tax. We cover all three.
Transfer documents reviewed by an LLB-qualified advocate.
Capital gains and valuation considered before you sign.
ACCA and ICAP Chartered Accountant qualifications across the team.
Form-3 and Form-18 filed within 15 and 14 days.
A defensible share price through our advisory team.
A fee per transfer agreed upfront.
Have a question that is not here? Send it to us on WhatsApp and we will reply the same day.
Tell us who is buying, who is selling and what has been agreed. We will set out every step, tax point and fee before any work begins.
Book your free consultationThis page is general information about our services, not tax, legal or financial advice for your specific situation. Laws, rates and deadlines change with each Finance Act and official notification.