This Act runs alongside the Companies Act, 2017, not underneath it. The Securities Act, 2015 (Act III of 2015) is the capital-markets statute — it regulates securities exchanges, clearing, depositories, market intermediaries, public offers, and market conduct, and it’s administered by SECP under the powers set out in the SECP Act, 1997. Almost everything in it applies to listed companies and licensed market participants; it has little bearing on an ordinary private or SMC company beyond the takeovers provisions.

Securities exchanges, clearing houses and central depositories (Parts II-IV)

No one may operate a securities market, clearing facility, or depository facility without a Commission licence (Sections 3, 22, 47) — each requiring Rs. 500 million minimum paid-up capital, fit-and-proper promoters/directors, and Commission approval before any sale or purchase of the licensee’s own shares. Each licensee owes a duty to run a fair, transparent, and efficient market, must maintain adequate systems and a business continuity plan, and must comply with Commission directions — including emergency powers to suspend trading, liquidate positions, or modify its regulations if the Commission believes an emergency exists (Sections 6, 13, 25, 32, 50, 56). This is the framework underneath the site’s existing CDC-related content on converting shares to book-entry form and CDS account setup.

Licensing of market participants (Part V)

Anyone carrying on a “regulated securities activity” — securities broker, adviser, manager, share registrar, credit rating company, balloter, underwriter, or debt securities trustee — needs a Commission licence specific to that activity, generally granted only to a company (an individual may be licensed only as a securities adviser or a representative) (Sections 63-69). Licences run one year, renewable, and the Commission can attach conditions or issue directions to a regulated person at any time (Sections 70-71).

Conduct, accounts and audit (Parts VI-VII)

Regulated persons must observe high standards of integrity and fair dealing, avoid conflicts of interest, keep customer assets properly segregated in trust accounts, and maintain adequate financial resources (Sections 74, 78-80). Short selling of listed securities a person doesn’t own is prohibited except under regulations (Section 77). Every regulated person needs an approved auditor and must lodge audited accounts with the Commission annually (Sections 83-86).

Public offers of securities (Part VIII)

No public offer of securities can be made without a Commission-approved prospectus (Section 87) — private placements, offers to employees/members, and bonus share issues are exempt. A prospectus is valid for 60 days, must not contain false or misleading statements (an offence under Section 92), and an expert’s statement in it needs that expert’s written consent (Sections 89-93). Shelf registration and abridged prospectuses are both permitted subject to conditions (Sections 94, 88(9)).

Takeovers (Part IX)

See the dedicated Takeovers & Substantial Acquisition of Shares in Listed Companies page on this site for the full breakdown of Sections 108-126 — the acquirer/persons-acting-in-concert definitions, the 10%/30%/51% disclosure and mandatory-offer thresholds, and the public offer process.

Insider trading and other market abuse (Parts X-XI)

Insider trading is prohibited outright (Section 128) — using or passing on “inside information” (undisclosed, price-sensitive information about listed securities) to transact or induce a deal is an offence, with insiders defined broadly to include sponsors, executives, directors, major shareholders, anyone with access through their employment, and even their relatives and nominees (Sections 129-130). Separately, false trading, market manipulation, fraudulently inducing a securities transaction, and disseminating false or misleading statements to move a security’s price are all distinct offences under Part XI (Sections 132-136) — this is the Act’s anti-fraud backbone for the capital markets.

Supervision, intervention and discipline (Parts XII-XIV)

The Commission can call for information, inspect records, and investigate any licensed person at any time (Sections 137-141); where it appears a licensed person isn’t fit and proper or has breached the Act, it can restrict their business, restrict dealing with their property, or require them to maintain minimum assets in Pakistan (Sections 142-145). Disciplinary powers include suspending or cancelling a licence, publicly reprimanding a licensee, and ordering payment of a penalty tied to the misconduct (Sections 150-154).

Miscellaneous (Part XV)

A person who acquires a security in good faith, for value, without notice of a defective title, holds it free of that defect (Section 168). The Commission’s regulation-making power under Section 169 is extensive — spanning licensing, capital requirements, short selling, takeovers, quotation systems, customer complaints, disclosure of research, shelf registration, and anti-money-laundering/KYC procedures, among many other matters.