Securities Act, 2015

What it is

The Securities Act, 2015 is Pakistan's principal securities-market statute. Enacted in 2015, it — together with the Futures Market Act, 2016 — replaced the Securities and Exchange Ordinance, 1969 [the repeal mechanics between the two Acts TO BE VERIFIED BY REVIEWING LAWYER]. The Act governs the public offering of securities: no offer to the public may be made without a prospectus approved by the Securities and Exchange Commission of Pakistan, and the Act imposes civil and criminal liability for untrue statements in a prospectus on the issuer, its directors and those who authorised the document. It also provides the licensing framework for securities exchanges, clearing houses and central depositories, and for regulated securities activities — brokerage, advisory, underwriting and related intermediation — all of which require SECP licences.

The Act's enforcement core is its market-abuse regime. Insider trading — trading on, or disclosing, material non-public information — and market manipulation, including false trading and price rigging, are prohibited, with both civil penalties and criminal prosecution available to the SECP [the applicable sections and current penalty levels TO BE VERIFIED BY REVIEWING LAWYER]. The Act is a framework statute: the operative detail sits in subordinate instruments, principally the Public Offering Regulations, 2017 and the Securities Brokers (Licensing and Operations) Regulations, 2016, as amended, and in the Pakistan Stock Exchange rulebook.

What changed

The statute itself has been comparatively stable since enactment; whether any amending Act has altered its text, including through Finance Acts, should be confirmed against the current statute book [TO BE VERIFIED BY REVIEWING LAWYER]. The movement has been below the Act. The three former stock exchanges were integrated into the Pakistan Stock Exchange in January 2016 under the separate Stock Exchanges (Corporatisation, Demutualization and Integration) Act, 2012. The broker regime was restructured into categories tied to capital and custody permissions, the Growth Enterprise Market board opened a lighter listing route for smaller issuers, and the SECP has iterated the public-offering, research-analyst and margin-financing frameworks. SECP enforcement under the market-abuse provisions — particularly insider trading investigations against listed-company insiders — has become more visible in recent years, and proposals to amend the Act have circulated [status of any Securities (Amendment) Bill as of mid-2026 TO BE VERIFIED BY REVIEWING LAWYER].

Who is affected

The Act reaches every issuer offering securities to the public in Pakistan and every listed company, together with their directors, officers and advisers, who carry personal exposure for prospectus misstatements and disclosure failures. It governs the Pakistan Stock Exchange, the National Clearing Company, the Central Depository Company, and every licensed broker, adviser and underwriter. The insider trading prohibition reaches further still: directors, executives and employees of listed companies, professional advisers with deal knowledge, and those they tip.

What to do

Issuers preparing a public offer should run verification on the prospectus as a liability document, not a marketing one — every material statement sourced and every projection supported — and confirm the current Public Offering Regulations requirements before filing, because the subordinate rules change more often than the Act. Listed companies should maintain written procedures for handling inside information, restrict and record who holds it during transactions, and impose closed periods on insiders around results and price-sensitive events. Licensed intermediaries should track their licence conditions and capital requirements against the current regulations. Anyone contacted by the SECP in a market-abuse inquiry should treat it as a potential criminal matter from the first notice and take advice before responding.