About Unlisted Shares

Unlisted Shares: An Overview

Unlisted shares represent ownership in a company that is not publicly traded on a stock exchange, such as the National Stock Exchange (NSE) or the Bombay Stock Exchange (BSE). These shares are typically associated with private companies, startups, or businesses that prefer to remain private. As a result, they are primarily accessed and traded through over-the-counter (OTC) methods.

Private Ownership
Unlisted shares signify that a company is privately held, meaning its ownership is not available for public trading on a stock exchange. This private ownership structure allows companies to maintain greater control over their operations and strategic direction without the pressures of public market scrutiny.

OTC Trading
In contrast to listed shares, which are traded on regulated exchanges, unlisted shares are often exchanged through private platforms or OTC markets. In these environments, buyers and sellers negotiate prices and terms directly, which can lead to more flexible transactions. However, this informal trading environment may also increase the complexity and risks associated with such investments.

Limited Liquidity
One of the defining features of unlisted shares is their lower liquidity compared to their listed counterparts. Because these shares are not traded on public markets, finding a buyer or seller can be more challenging, often resulting in longer holding periods and potentially greater price volatility. This limited liquidity can be a significant consideration for investors looking for quick access to their capital.

Private Companies
Unlisted shares are commonly linked to startups, private equity-backed firms, or companies that have not yet considered going public through an Initial Public Offering (IPO). This environment often attracts investors looking for growth opportunities in emerging businesses that are still in their early stages of development.

Less Transparency

Unlisted companies are not subject to the same rigorous disclosure requirements imposed on public companies. This lack of transparency can make it more difficult for investors to obtain comprehensive information about a company’s financial health and performance. Consequently, investing in unlisted shares may involve a higher level of uncertainty and risk.

Early Access
Investing in unlisted shares can provide early access to promising companies before they leap into the public market. This opportunity can be attractive for investors seeking to capitalize on the growth potential of innovative startups or private firms. However, it is essential to acknowledge the accompanying risks, including the potential for illiquidity and limited information about the company’s prospects.

Conclusion
Unlisted shares offer a unique investment opportunity, particularly for those willing to navigate the complexities and risks associated with private ownership. While they may provide avenues for significant returns, investors must approach these assets with caution, considering the implications of limited liquidity, reduced transparency, and the inherent uncertainties that come with investing in private companies.

What is the difference between listed and unlisted stocks?

The primary difference between listed and unlisted stocks lies in their trading venues and the regulatory environment surrounding them:


Trading Venue:
Listed Stocks: These are shares of companies that are traded on a recognized stock exchange, such as the New York Stock Exchange (NYSE) or NASDAQ, in India, like NSE(National Stock Exchange)and BSE(Bombay Stock Exchange). This means they can be bought and sold easily through brokers on the exchange.
Unlisted Stocks: These are shares that are not traded on a formal exchange. Instead, they are often traded over-the-counter (OTC) or through private transactions.


Liquidity:
Listed Stocks: They generally provide higher liquidity, meaning investors can quickly buy or sell shares without significantly affecting the stock price. The presence of many buyers and sellers on exchanges facilitates this.
Unlisted Stocks: They tend to have lower liquidity because they are not widely traded. This can lead to difficulties in selling shares when needed and may result in larger price swings when transactions do occur.

Can I Sell My Unlisted Shares?

AI Overview
Yes, you can sell your unlisted shares, but the process is different from selling shares listed on a public stock exchange. Here’s a detailed breakdown of how to sell unlisted shares effectively:


1. Finding a Buyer:

Direct Search: You can actively look for potential buyers within your network or through online platforms dedicated to unlisted shares.
Brokers Specializing in Unlisted Shares: Consider using brokers who focus on unlisted securities. They often provide platforms to list your shares and connect you with interested buyers.

2. Transferring the Shares:

Depository Accounts: Transfers of unlisted shares are generally conducted through your Depository Account, either with CDSL (Central Depository Services Limited) or NSDL (National Securities Depository Limited).
Process: Once you find a buyer, you’ll need to initiate the transfer of shares from your account to the buyer’s Depository Account. This process involves completing a share transfer form and may require the buyer’s details, including their Demat account information.

3. Understanding the Process:

No Brokerage Fees: Unlike listed shares, you will not pay brokerage fees to a stock exchange since unlisted shares are not traded on any exchange.
Over-the-Counter Market: Transactions for unlisted shares typically occur in the over-the-counter (OTC) market, meaning that buyers and sellers negotiate directly without an intermediary exchange.
Liquidity Considerations: Expect lower liquidity for unlisted shares compared to listed shares. Finding a buyer may take longer, and you might have to accept a lower price than anticipated.
Valuation: Before selling, it’s crucial to understand the market valuation of your unlisted shares. Conduct research or consult with financial advisors to determine a reasonable asking price.

Conclusion


While selling unlisted shares is possible, it requires a different approach than selling listed shares. By finding the right buyer, understanding the transfer process through your Depository Account, and being aware of the characteristics of unlisted shares, you can navigate the selling process more effectively.

Is buying unlisted shares safe?

Because they are not listed, unlisted shares have less liquidity than public shares, making them riskier. Although their valuations are steadier, they are less transparent.

Can we demat unlisted shares?

Summary

It is possible to dematerialize shares that are not listed. Unlisted firms are frequently compelled to issue new securities in dematerialized form and to promote the dematerialization of their existing securities. You can dematerialize physical share certificates of unlisted shares by sending them, together with a Demat Request Form (DRF), to your Depository Participant (DP).
This is a more thorough explanation:

Dematerialization is required: Unlisted public corporations are required by the Ministry of Corporate Affairs (MCA) to dematerialize their securities.
Physical Share Certificates Disappearing: If you have physical share certificates for unlisted shares, you should dematerialize them as they are becoming less prevalent.

  • Dematerialization Process:

You’ll need to submit a Demat Request Form (DRF) to your DP, along with the physical share certificates. 

  • Trade in Dematerialized Form:

Once dematerialized, unlisted shares are traded in your Demat account. 

  • KYC Requirements:

Brokers may require a client master list of your Demat account as a KYC document when you want to buy unlisted shares. 

  • Unlisted Shares in Demat Account:

You can see your unlisted shares in your Demat account once the purchase is complete. 

What is the value of unlisted shares?

Finding the “fair market value” (FMV), or the price at which unlisted shares would sell on the open market, is necessary for valuing shares that are not traded on a public exchange. Methods of valuation rely on expert opinion and financial analysis because there is no direct market price. Net asset value (NAV), book value, and discounted cash flow (DCF) are common approaches.

What are the factors to be considered while buying unlisted shares?

Considerations: Financial Performance of the Company:
Examine the business’s past financial records, including the cash flow, balance sheet, and income statement.

Industry: Consider the sector in which the business operates as well as its potential for expansion.
Market Conditions: Assess the state of the market as a whole and how it affects the company’s valuation.
Expert Opinion: To ascertain the fair market value, consult with financial specialists such as accountants or investment bankers.

Note: The specific valuation method used will depend on the nature of the company, the availability of information, and the goals of the valuation. 

Disclaimer: This information is for general knowledge and educational purposes only and should not be considered as financial advice. It’s essential to consult with a qualified financial professional before making any investment decisions. 

Note: The specific valuation method used will depend on the nature of the company, the availability of information, and the goals of the valuation. 

Disclaimer: This information is for general knowledge and educational purposes only and should not be considered as financial advice. It’s essential to consult with a qualified financial professional before making any investment decisions. 

Note: The specific valuation method used will depend on the nature of the company, the availability of information, and the goals of the valuation.

Disclaimer: This information is for general knowledge and educational purposes only and should not be considered as financial advice. It’s essential to consult with a qualified financial professional before making any investment decisions.

Can we pledge unlisted shares?

Yes, unlisted shares can be pledged as collateral for a loan, but it’s not a standard practice and depends heavily on the lender’s policy and the specific circumstances. While some lenders may accept them, it is subject to strict valuation and credit terms, and the illiquidity and lack of transparency associated with unlisted shares can make it a risky proposition for lenders.

What is the full form of IPO?

What is the Full Form of an Initial Public Offering (IPO)? Private corporations sell their shares to the general public to raise equity capital from public investors through a process known as an initial public offering, or IPO. IPO stands for Initial Public Offering.

What is liquidity trading?

The technique of actively providing liquidity to a market—that is, making sure there are enough buyers and sellers to enable transactions swiftly and effectively—is known as liquidity trading. Market makers and other professional traders frequently do this, taking on the risk of purchasing or disposing of assets by their predicted supply and demand.

Can I gift unlisted shares?

Gift Tax: Although gifts given between family members are often tax-free, capital gains tax is applied when gifted unlisted shares are sold. The original owner’s cost, not the price at which the recipient bought the shares, will be the cost price utilized to determine the capital gains.

Are unlisted shares profitable?

When compared to listed shares, unlisted shares may yield larger returns. Investments made in profitable firms when they were still unlisted, for instance, have traditionally increased significantly following their IPO and subsequent stock price spike.

Are unlisted shares taxable?

There are two types of gains: short-term and long-term. Unindexed gains on unlisted shares held for more than 24 months are subject to a 12.5% tax rate. When unlisted shares are sold within 24 months, short-term capital gains are taxed at the investor’s income tax slab rate.

Can I transfer unlisted shares?

Transferring unlisted shares is possible, yes. The buyer and seller engage in an off-market transaction to accomplish this, which calls for appropriate paperwork and KYC/AML screening. Unlisted shares are not traded on a stock market, however they can still be transferred even though they are not traded directly like listed shares.

What is the lock in period of unlisted shares?

Unlisted shares, sometimes referred to as private equity or pre-IPO shares, usually have a six-month lock-in term after the company’s initial public offering (IPO). This implies that after the company goes public, holders of unlisted shares are prohibited from selling them.

To elaborate, what is meant by a lock-in period?

 After a company goes public (IPO), there is a restriction on the selling of shares for a specific amount of time known as a lock-in period. Its purpose is to stop pre-IPO investors, staff, or promoters from selling in bulk, which would lower the stock price.

 Why do unlisted shares have a lock-in period?

 Employees and investors frequently own sizable shares in the business before its IPO. Following the IPO, if they could sell their shares right away, there might be an unexpected glut of shares on the market, which could lower the price. This danger is intended to be reduced by the lock-in period.