The Companies Act 2017 sets out the rules that all companies in Pakistan must follow. This includes various filing requirements, meaning companies need to submit specific forms and documents to the SECP (Securities and Exchange Commission of Pakistan) at certain times. These filings help the SECP keep track of what companies are doing, ensure transparency, and protect the interests of investors and the public.
It’s crucial for companies to meet these filing deadlines. Late submissions can result in penalties and other consequences, which can disrupt your business operations and damage your reputation. That’s why it’s important to be aware of the forms you need to file and when they’re due.
In this post, we’ll provide a list of some key forms that companies need to file with the SECP, along with their respective deadlines. This will help you stay organized and avoid any unwanted penalties.
SECP Compliance Requirements under the Companies Act 2017
The Companies Act 2017 outlines a set of rules and regulations that companies in Pakistan must adhere to. A significant part of this compliance involves submitting various statutory forms to the SECP. These forms serve as official records of important company events and changes, providing transparency and accountability.
The specific forms required vary based on the type of company and its activities. For instance, all companies, regardless of type, need to file annual returns, while public companies have additional requirements such as filing quarterly accounts.
Timely submission of these forms is not just a bureaucratic formality, it’s a legal obligation. Failing to meet deadlines can lead to penalties, fines, or even legal action against the company and its directors.
In the next section, we’ll provide a list of important forms and their deadlines to help you navigate the complexities of SECP compliance and ensure your company stays on the right side of the law.
Forms to be Filed by All Companies
Here’s a simplified list of forms that all companies need to file, along with when they need to be submitted:
| Form Number | Form Description | Filing Deadline |
|---|---|---|
| Form 2 | Companies wanting to change their status | 60 days from the date of the special resolution |
| Form 2A | After getting approval from the commission/registrar for the status change | 15 days from the approval order |
| Form 3 | When issuing more shares | 45 days from the date of allotment |
| Form 4 | Telling the SECP about your main business activity or any changes to it | Within 30 days of the change |
| Form 5 | Request to change the company’s Memorandum of Association | 60 days from the date of the special resolution |
| Form 8 | Application to change the company’s name | 30 days from the date of approval or instruction from the registrar |
| Form 9 | Notice to Registrar about a court order canceling a special resolution related to shareholder rights | 15 days from the date of the resolution |
| Form 10 | Details about mortgages, charges, pledges, etc. on company assets | 30 days from the date the charge was created |
| Form 11 | Details about mortgages or charges on property the company acquired | 30 days from the date of acquisition |
| Form 13 | Registering a whole series of debentures or redeemable capital | 30 days |
| Form 14 | Details about issuing redeemable capital or debentures in a series, when there’s more than one issue in the series | 30 days |
| Form 16 | Details about changes to a mortgage, charge, pledge, etc. | 30 days |
| Form 17 | Confirmation that a mortgage, charge, pledge, etc. has been fully paid off | 30 days |
| Form 18 | Notice about appointing or removing a receiver or manager (by the person who got the court order or appointed them) | 7 days |
| Form 19 | Notice from a receiver or manager when they stop acting as such | 15 days |
| Form 20 | Summary of money received and paid by a receiver or manager | 30 days after every 180 days, and also after they stop being receiver/manager |
| Form 21 | Notice about the location of the registered office or any changes to it | 15 days |
| Form 24 | Notice about fixing the register of members or directors | 15 days from the date of the court order |
| Form 26 | Special resolution | 15 days |
| Form 27 | Declaration to the court by a provisional manager or official liquidator | 7 days |
| Form 28 | Agreement to act as a director or CEO | 15 days |
| Form 29 | Details about directors and officers, or any changes to their details | 15 days |
| Form 30 | Notification about who really owns or controls the company (beneficial ownership), if there are stakes in a foreign company | 30 days from getting the stakes in the foreign company |
| Form 31 | Information about major shareholders and officers for the global register of beneficial ownership | Filed with the Annual Return, or 30 days after the calendar year ends if no Annual Return is needed |
| Form 32 | Information about investments in foreign companies by a Pakistani company | Filed with the Annual Return |
| Form 33 | Notice about where the company’s accounting records are kept, if it’s not at the registered office | 7 days from the decision by the Board of Directors |
| Form 35 | Filing a copy of the plan for merging companies (amalgamation) | No specific deadline |
| Form 36 | Notice from shareholders who disagree with a merger or share transfer plan | 60 days from the date the plan or contract was approved |
| Form 37 | Information to the registrar about any offer involving transferring shares from one company to another | As soon as possible |
| Form 40 | Public notice to people holding certain types of securities (bearer securities) | The deadline was November 26, 2020 |
| Form 41 | Register with details of people holding bearer securities, and any that have been given back or canceled | This register must always be kept up-to-date |
| Form 42 | Notice to members to provide information about the ultimate beneficial owners | The deadline was November 26, 2020 |
| Form 43 | Declaration by a member about the ultimate beneficial owners | 14 days from the notice or from becoming a member |
| Form 44 | Another declaration by a member about the ultimate beneficial owners | 14 days from the notice or from becoming a member |
| Form 45 | Declaration that the company is following the rules about beneficial ownership | 15 days from receiving Form 43 or 44, and with every Form A |
4. Forms for Non-Listed Companies: What You Need to Know
Non-listed companies, which are those not traded on the stock exchange, have their own set of forms to file with the SECP. Here are a few key ones:
- Form 38: This form is used when a company wants to become “inactive.” This means it’s not actively doing business but still exists legally.
- Form 39: If an inactive company wants to become active again, it needs to file this form.
- Form 3A: This form is required when there’s a big change (more than 25%) in who owns the company’s shares, who’s a member, or who has voting rights. It needs to be filed within 15 days of this change happening.
- Form D: Inactive companies need to file this annual return within 30 days of the end of the calendar year.
Forms to be Filed by All Companies Other Than Listed Companies
| Form | Description | Filing Deadline |
|---|---|---|
| Form 38 | Application for obtaining the status of an inactive company | Can be filed at any time |
| Form 39 | Application for conversion of status from inactive to active company | Can be filed at any time |
| Form 3A | Change of more than twenty-five percent in shareholding or membership or voting rights | Within 15 days after the day on which a threshold of more than 25% is reached |
| Form D | Annual return of inactive company | 30 days from the last day of the calendar year |
5. Forms for Companies with Multiple Members
If your company has more than one owner (or “member”), there are a few extra forms you need to file with the SECP.
- Form A: This is the annual return for companies that have share capital (meaning they’ve raised money by selling shares). It’s due 30 days after your company’s Annual General Meeting (AGM), or 30 days after the end of the calendar year if you didn’t have an AGM.
- Form B: This is the annual return for companies that don’t have share capital. Like Form A, it’s due 30 days after the AGM or the end of the calendar year.
- Form C: This is a simplified annual return for smaller companies (with share capital less than 3 million rupees) where nothing much has changed since the last return. It’s also due 30 days after the AGM or the end of the year.
Forms to be Filed by All Companies Except Single-Member Companies
| Form | Description | Filing Deadline |
|---|---|---|
| Form A | Annual Return of Company Having Share Capital | 30 days from the date of the AGM or the end of the calendar year if no AGM is held |
| Form B | Annual Return of Company Not Having Share Capital | 30 days from the date of the AGM or the end of the calendar year if no AGM is held |
| Form C | Companies having a share capital of less than 3 million where no change has occurred from the last annual return | 30 days from the date of the AGM or the end of the calendar year if no AGM is held |
Special Forms for Companies with Share Capital
If your company has share capital (meaning it has raised money by selling shares), there are a couple of extra forms you might need to file:
- Form 6: This form is used when you’re making changes to your company’s shares, like combining them, splitting them, or canceling some of them. You need to file it within 15 days of passing a special resolution (a special type of decision made by your shareholders) to make these changes
- Form 7: If you’re changing the total amount of share capital your company is allowed to have, you’ll need to file this form. Again, it’s due within 15 days of passing a special resolution to make the change.
Forms to be Filed by Companies with Share Capital
| Form | Description | Filing Deadline |
|---|---|---|
| Form 6 | Notice of consolidation, division or sub-division of shares, specifying the shares so consolidated, divided or sub-divided or the cancellation of shares (otherwise than in connection with a reduction of share capital under section 89 of the Act) | 15 days from the passing of the special resolution |
| Form 7 | Notice of alteration in share capital | 15 days from the passing of the special resolution |
Just for Single-Member Companies
If your company has only one owner (or “member”), there’s one specific form you need to be aware of:
- Form 15: Single-member companies are required to have a “nominee” – someone who will take over the company if something happens to the sole owner. If you appoint a new nominee or change your existing one, you need to file Form 15 within 15 days of the change.
Forms to be Filed by Single-Member Companies Only
| Form | Description | Filing Deadline |
|---|---|---|
| Form 15 | Notice of appointment or change of nominee | 15 days after the change |
Forms for Public Companies
Public companies, those whose shares are traded on the stock exchange, have some additional forms to file with the SECP.
- Form 22: This form is a declaration that the company has met all the requirements to start doing business. It needs to be filed before the company actually starts operating.
- Form 34: This form shows the pattern of shareholding in the company – basically, who owns how many shares. It’s filed along with the directors’ report on the company’s accounts.
- Form 25: This is a statutory report that’s filed along with the notice of the company’s statutory meeting (a meeting that needs to be held within a certain time after the company is incorporated)
Forms to be filed by all public companies
| Form | Description | Filing Deadline |
|---|---|---|
| Form 22 | Declaration regarding compliance with the conditions of section 19 of the Act, before commencing business in case of a company issuing prospectus | Any time before the commencement of business |
| Form 34 | Pattern of shareholding | Along with the directors’ report on accounts |
| Form 25 | Statutory Report | Along with the notice of statutory meeting |
Key Dates: Don’t Miss Your Deadlines
Knowing when to file each form is just as important as knowing which forms to file. Missing a deadline can lead to late fees and penalties, so it’s crucial to stay organized and keep track of your filing obligations.
We’ve already mentioned the deadlines for each form in the previous sections, but here’s a quick recap:
- Annual Returns (Forms A, B, and C): Due 30 days after the AGM or the end of the calendar year.
- Changes in Shareholding, Membership, or Voting Rights (Form 3A): Due within 15 days of the change.
- Changes to Shares or Share Capital (Forms 6 and 7): Due within 15 days of passing the relevant special resolution.
- Appointment or Change of Nominee (Form 15): Due within 15 days of the change.
- Declaration of Compliance (Form 22): Due before commencing business.
- Pattern of Shareholding (Form 34): Due along with the directors’ report on accounts.
- Statutory Report (Form 25): Due along with the notice of the statutory meeting.
Stay Ahead, Stay Compliant
Remember, timely filing is not just about avoiding penalties; it’s also about demonstrating good corporate governance and maintaining a positive reputation for your business.
If you have any questions about specific deadlines or need help with your compliance filings, don’t hesitate to seek professional advice.
Conclusion
We’ve covered a lot of ground in this post, from the different types of forms companies need to file to the specific deadlines they need to meet. Remember, each company type has its own unique set of compliance requirements, so it’s important to understand what applies to your business.
By staying on top of your filing obligations and submitting your forms on time, you can ensure that your company remains in good standing with the SECP. This will help you avoid penalties, maintain a positive reputation, and focus on what truly matters – growing your business.
Need help navigating the complexities of SECP compliance? HETCO is here to assist. Contact us today for expert guidance and support.