Share Pledge Disclosure Rules by Market: Who Must Disclose a Pledge, and by When.

A pledge leaves ownership with the borrower, so it rarely takes a holding across an ordinary disclosure threshold. Markets catch it through insider and large-holder reports, issuer announcements and, sometimes, a filing by the lender. The table compares thirteen regimes as at 27 October 2026.

Who has to disclose a share pledge?

Usually the person granting the pledge, if an insider or already a reportable holder. Taiwan’s Article 25(4) covers directors, supervisors, managers and holders of more than 10%, India’s Regulation 31 covers promoters, and Indonesia’s POJK 4/2024 covers any shareholder pledging 5% of the voting rights.

In the EU and the UK, PDMRs such as directors notify pledges under Article 19 of the Market Abuse Regulation (EU and UK texts), covered in depth in Director Share Pledges Under MAR Article 19.

Some rules use the issuer: Hong Kong’s Rule 13.17 covers a controlling shareholder’s pledge securing the issuer’s debts, and Singapore’s Rule 728 applies where the issuer’s loans refer to a controlling shareholder’s stake. In the US, Item 403(b) puts directors’ and officers’ pledged shares in the proxy statement (see Can Executives Pledge Company Stock?).

China uses both routes: under CSRC Order No. 226, a shareholder with 5% or more of the company’s shares pledged must inform the board, and the company discloses. The Shanghai and Shenzhen listing rules set two trading days.

When does a pledge change a large-holding report?

In Japan, a holder above 5% that has filed a large shareholding report (大量保有報告書) files a change report within five business days of entering into or changing a collateral contract (FIEA Article 27-25). Contracts over less than 1% of the issued shares are exempt as minor (Ordinance Article 9-2).

The FSA’s Q&A (question 10) confirms that the pledgor files and that the lender is normally not a “holder”, unless it can, for example, direct the votes.

In South Korea, a 5% holder reports changed collateral or trust contracts within five days (Capital Markets Act, Article 147(4)), if they cover 1% or more of the shares (Enforcement Decree, Article 155).

In the US, Item 6 of Schedule 13D asks about the filer’s pledged securities, except standard default provisions in loan agreements. Rule 13d-2(a) requires an amendment within two business days of a material change: acquiring or disposing of 1% or more is deemed material, and other changes depend on the facts.

What thresholds and deadlines apply?

Some rules have no size test. Taiwan’s insider rule and India’s promoter rule catch any pledge.

On the Shanghai market, once a controlling shareholder has pledged 50% or more of its holding, every further pledge is announced with added detail, and more is required at 80% (SSE format No. 31).

Deadlines run from “immediately” in Taiwan and Singapore to seven working days in India. Indonesia counts from the signing of the pledge agreement (Article 7(2)), so the filing belongs in the loan timetable.

Does the lender have to disclose shares held as collateral?

Usually not while it is only a secured lender. In the US, an ordinary-course pledgee such as a bank is not the beneficial owner (Rule 13d-3(d)(3)). That changes once it has formally declared a default and decided to use its voting or sale rights.

In the UK, DTR 5.2.1R(c) attributes votes on shares lodged as collateral to the lender only if it controls them and declares an intention to exercise them. Article 10(c) of the EU Transparency Directive says the same.

Hong Kong disregards a qualified lender’s security until, after a default, it can vote and shows an intention to, or it offers the shares for sale (SFC Outline of Part XV). Singapore exempts financial institutions in the business of lending money until the customer defaults, but other pledgees notify at 5% (MAS FAQs, question 15).

India counts shares taken as security as an acquisition by the lender, unless a bank, public financial institution, housing finance company or systemically important non-bank lender lends in the ordinary course (Regulation 29(4)).

Australia disregards a security interest taken in the ordinary course of lending, on ordinary commercial terms, from a non-associate (Corporations Act, s 609(1)). Malaysia does the same for a lender holding shares only by way of security (Companies Act 2016, s 8(9)(b)).

What has to be disclosed when a pledge is released or enforced?

Several regimes follow a pledge to its end. India’s promoters disclose invocation and release within seven working days (Regulation 31(2)), and Singapore’s undertaking also covers events of default and enforcement events (Rule 728).

In Hong Kong, a qualified lender that enforces acquires an interest it must disclose (SFC Outline, paragraph 2.12.16). In the year after listing, a controlling shareholder must also tell the issuer immediately of any sign that the lender will sell (Rule 10.07).

In Vietnam, a securities company selling an insider’s pledged or margin shares must disclose the sale on its website (Circular 96/2020, Article 25(3)). How a lender reaches that point is set out in Margin Call Mechanics in Institutional Stock Loans.

What should a borrower check before pledging?

Three facts decide the filings: the borrower’s role, the size of the pledge counted with earlier pledges, and the lender’s status, since Hong Kong, Singapore and India treat regulated lenders differently.

An issuer’s dealing code may apply too. Hong Kong’s Model Code treats creating a pledge as dealing, and ASX Guidance Note 27 asks companies to consider whether their trading policies should ban margin loans by key management personnel or require their disclosure.

Forms of security are compared in Share Pledge, Share Charge or Title Transfer.

General information only, not legal or tax advice: take local advice before acting.