Restrictions on Shareholder Agreements on Share Transfers in Pakistan:

Legal Framework

1. Companies Act 2017 (Section 83-85)
2. Securities and Exchange Commission of Pakistan (SECP) Regulations 2017
3. Securities and Exchange Commission of Pakistan (SECP) Listing Regulations 2016

Restrictions on Share Transfer

1. Pre-emptive Rights: Existing shareholders have priority to purchase new shares or existing shares being transferred.
2. Drag-Along Rights: Majority shareholders can force minority shareholders to sell their shares.
3. Tag-Along Rights: Minority shareholders can force majority shareholders to sell their shares.
4. Non-Compete Clauses: Shareholders may be restricted from engaging in competing businesses.
5. Non-Disclosure Agreements: Shareholders may be required to maintain confidentiality.
6. Transfer Restrictions: Shares may be restricted from being transferred without prior approval.

Shareholder Agreement Provisions

1. Share Transfer Procedure: Specify steps for share transfer.
2. Approval Requirements: Identify required approvals.
3. Transfer Fees: Specify fees for share transfer.
4. Dispute Resolution: Outline dispute resolution mechanisms.
5. Termination: Specify conditions for termination.

SECP Requirements

1. Filing: Shareholder agreements must be filed with the SECP.
2. Disclosure: Shareholder agreements must disclose material information.
3. Compliance: Shareholder agreements must comply with SECP regulations.

Tax Implications

1. Stamp Duty: Payable on share transfer documents.
2. Capital Gains Tax: Applicable on share transfers.
3. Withholding Tax: Applicable on dividend payments.

Consultation

For accurate information and updates, consult:

1. Securities and Exchange Commission of Pakistan (SECP) website.
2. Federal Board of Revenue (FBR) website.
3. Certified public accountants (CPAs) or company secretaries.
4. Business consultants.

Please note that laws and regulations may change. Consult official sources for updates.