In the world of corporate compliance, things are always evolving. One recent change you need to be aware of is the abolition of SECP Form 28. This form, which used to be essential for notifying the SECP about new directors and officers, is no longer required.
In its place, a new combined form structure has been introduced, making the process more streamlined. This change came into effect on February 12, 2024, with the implementation of the Companies Regulations 2024.
So, if you’re used to dealing with Form 28, it’s time to adapt to the new system. In this blog post, we’ll guide you through these changes and explain how to navigate the updated compliance process.
What was SECP Form 28?
Before the recent changes, SECP Form 28 served a specific purpose in corporate compliance:
- Consent to Act: It was used to formally record the consent of a newly appointed director or CEO to take on their respective roles within the company. Essentially, it was a way for these individuals to officially confirm their willingness to serve in these positions.
- Linked to Form 29: Form 28 was typically filed alongside Form 29, which is used to notify the SECP about changes in a company‘s management, including the appointment of new directors or CEOs.
Key Point: Although Form 28 is no longer in use, understanding its previous function helps illustrate the evolution of SECP’s compliance procedures and the move towards more streamlined processes.
Purpose of SECP Form 28
While Form 28 is no longer required, its previous purpose highlights important aspects of corporate governance:
- Confirmation of Consent and Awareness: The form ensured that the newly appointed director or CEO was fully aware of their duties and responsibilities and willingly consented to take on the role. This helped prevent situations where individuals might be appointed without their knowledge or full understanding of the position.
- Verification of Eligibility: By requiring the individual to declare their eligibility, Form 28 helped verify that the appointed person was not disqualified under any law from serving as a director or CEO. This protected the company and its stakeholders from potential legal complications arising from ineligible appointments.
- Promotion of Responsible Leadership: The requirement to file Form 28 encouraged companies to appoint responsible and qualified individuals to key leadership positions. It acted as a safeguard against potential mismanagement or conflicts of interest.
Who Needed to File Form 28? (Prior to its Abolition)
Before it was abolished, Form 28 was required to be filed by any company under the following circumstances:
- Appointment of New Director or CEO: Whenever a company appointed a new director or CEO, regardless of whether it was through an election, appointment by the board, or any other method, Form 28 had to be filed.
- Filed with Form 29: Form 28 was always submitted in conjunction with Form 29, which notifies the SECP of changes in the company’s management.
Key Exception:
- Appointment at Incorporation: The only exception to this rule was when directors or CEOs were appointed at the time of the company’s incorporation (initial registration). In such cases, Form 28 was not required as their consent was assumed to be inherent in their acceptance of the positions during the company’s formation.
Please note that this information pertains to the previous requirement for Form 28. With its abolition in 2024, companies no longer need to file this form.
Time for Filing SECP Form 28 (Prior to its Abolition)
Previously, the deadline for filing Form 28 was as follows:
- General Rule: Companies were required to submit Form 28 within 15 days of the appointment of a new director or CEO.
- Exception for AGM Filings: If the appointment occurred during the Annual General Meeting (AGM), the deadline was extended to 30 days. However, a late filing fee might have been applicable in such cases.
How to File SECP Form 28? (Prior to its Abolition)
Before its abolition in 2024, there were two ways to file SECP Form 28:
Online Submission
- Access the SECP Portal: Log in to the SECP’s online portal (previously eServices, now replaced by LEAP) using your company’s credentials.
- Fill the Form: Navigate to the relevant section for filing Form 28 and provide the required information, including:
- Full name of the appointed director or CEO
- Father’s or husband’s name
- Designation (director or CEO)
- Address
- Occupation
- Signatures: Ensure that both the appointed director/CEO and the company’s authorized signatory (usually a director or company secretary) digitally sign the form.
- Submit: Review all the information and submit the form electronically.
Offline Submission
- Download the Form: Obtain a physical copy of Form 28 from the SECP website or office.
- Fill the Form: Complete the form manually, providing all the necessary details as mentioned above.
- Signatures: Obtain the physical signatures of the appointed director/CEO and the company’s authorized signatory on the form.
- Submit: Visit the relevant SECP office and submit the completed form along with any required supporting documents.
Documents to Attach with SECP Form 28 (Prior to its Abolition)
Although Form 28 is no longer in use, it’s still important to understand the documentation that was previously required for its submission:
Essential Documents:
- Physical Signatures: The appointed director(s) or CEO were required to physically sign the Form 28.
- Scanned Consent Letters: In addition to the signatures, scanned copies of consent letters from the incoming directors or CEO, addressed to the company’s Board of Directors, were also necessary. These letters formally expressed their willingness to serve in their respective roles.
Online Submission:
When submitting Form 28 online, these documents had to be scanned and uploaded along with the completed form.
Key Point: While this information is no longer applicable due to the abolition of Form 28, it highlights the importance of proper documentation and consent in corporate appointments, even with the streamlined processes introduced in the new combined form structure.
Conclusion
Although Form 28 is no longer in use, its historical significance underscores the importance of proper documentation and obtaining consent when appointing new directors or CEOs. By understanding the previous requirements of Form 28, companies can appreciate the streamlined processes introduced in the new combined form structure.
While the specific filing process has changed, the underlying principles of ensuring informed consent and verifying eligibility remain crucial for effective corporate governance.
Need Assistance with SECP Compliance?
At HETCO Solutions, we specialize in navigating the complexities of SECP regulations, including the latest changes in filing procedures. Our team of experts can guide you through the process of appointing new directors or CEOs, ensuring full compliance and avoiding any potential delays or penalties.
Don’t let compliance hurdles hinder your company’s progress. Contact HETCO today for expert assistance and peace of mind!