Circular No. 9 of 2024 — Voluntary Reporting of Shareholding Changes of 25% or Less (Form-3)

Section 465(4) already requires an unlisted company to notify the registrar, via Form-3, of any single change of more than 25% in its shareholding, membership, or voting rights, within 15 days of the day that threshold is reached (Regulation 41 of the Companies Regulations, 2024) — a transfer of more than 25% must also attach a stamp-paper affidavit confirming Form-3's correctness, signed by the same person who signed Form-3 and attested by an oath commissioner and witnessed. This circular clarifies that, because of the practical difficulty of reporting transfers that fall below the 25% threshold, an unlisted company may now also voluntarily file Form-3 for any change of 25% or less in its shareholding, membership, or voting rights, so the publicly available register stays current.