SEBI clarifies off-market sale of unlisted shares to up to 200 buyers not a public issue
The SEBI has clarified that off-market sales of unlisted shares by existing shareholders are not considered public issues, provided the number of buyers remains under 200 per financial year. This guidance, issued to IDBI Bank, confirms that such secondary transfers do not require the same regulatory compliance as a public offering.
Why it matters
This provides regulatory certainty for institutions and investors looking to divest unlisted equity without triggering the complex and costly requirements of a public issue.
Markets regulator SEBI on Friday (July 31, 2026) said the off-market sale of unlisted equity shares by an existing shareholder through private negotiations will not be treated as a deemed public issue, provided the number of purchasers does not exceed the statutory limit of 200 persons in a financial year.
The clarification came in an informal guidance letter issued to IDBI Bank, which had sought SEBI's view on whether its proposed sale of unlisted equity shares to non-qualified institutional buyers through off-market transactions would be regarded as a public offer under securities laws.
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