New Companies Regulations 2024 for Registration and Compliance

The Securities & Exchange Commission of Pakistan (SECP) has issued Companies Regulations 2024 effective 12th February 2024. The Regulations have been issued to provide for a unified regulatory framework for company registration and post-incorporation compliance.

The new Regulations are a step towards a composite document covering the legal and regulatory aspects governed earlier by several separate regulations. The Regulations are effective from the date of notification except the following parts of the respective regulations. The provisions mentioned below will be effective as and when notified by the SECP.

• Chapter-II (Reservation of Name of a company and change thereof): Regulation 4 and 7;
• Chapter-IV (Provisions related to Foreign companies): Regulations 20 to 28;
• Chapter-V (Reporting & Compliance): Sr. No. 3, 6, 7, 11, 14, 15 to 19 of Regulation 30(1), Part-III of App-1 and App-4 of Regulation 30(1), Annexures-E, F & I of Regulation 30(2), R-2, R-3 & R-4 of Regulation 30(3), Regulation 43, Regulation 48 (except sub-regulation-5), Regulation 79 to the extent of its applicability under sections 106, 109, 426 and Chapter XII of the Act;
• Chapter-VI (Companies Registration Offices): Regulations-81(2) and 82; and
• Chapter-XII (Easy Exit of a Defunct Company): Regulations 144 to 146.

As the new SECP regulations 2024 are intended to provide a unified regulatory document to facilitate ease of doing business, several changes have been made. A few are discussed below.

With the promulgation of new regulations, the following Regulations have been fully or partially repealed:

• The Companies (Incorporation) Regulations, 2017;
• The Companies (General Provisions and Forms) Regulations, 2018 except Sr. Nos. 16, 19, 20, 22, 23, 46 to 50 of Regulation-4, Regulation-16A, Regulations 19A (1) to 19A(4), 19A(6) & 19A(7). Moreover, Sr. No. 17 of Regulation-4 shall also be renumbered as Form-11A;
• The Companies (Registration Offices) Regulations, 2018 except Regulation 8(c) of Chapter-II, Regulation-13 of Chapter III to the extent of sections 106, 109, 426 and Chapter XII of the Act, Regulations 15(2) & 16 of chapter-IV and Annexures-C, H, I & J;
• The Associations with Charitable and Not-for-Profit Objects Regulations, 2018;
• The Intermediaries (Registration) Regulations, 2017;
• The Group Companies Registration Regulations, 2008; and
• The unlisted Companies (Buy-Back of shares) Regulations, 2023.

As a result, all the legal and regulatory provisions related to company incorporation, compliance forms, formation of not-for-profit companies, registration of intermediaries, group companies registration, company registration offices, and buy-back of shares in unlisted companies are now covered under the Regulations 2024.

Before the 2024 Regulations, the number of statutory/regulatory forms was more than 60. Now the number has been reduced to 28 only. Different changes have been made to the filing requirements:

• Some forms have been abolished altogether
• Some forms have been merged with other forms
• Some forms have been merged and renumbered
• Some forms have been renumbered only
• Some forms have been converted into applications, appendices, or made part of Companies Regulations.

A comparison table of previous and new forms provides all the details of the completely abolished forms and the forms that have been merged into other forms.

Form 29 has been the most important form for companies and external stakeholders. Everybody from the management or the banks has been unnecessarily concerned about Form 29, even if there was no change in the management. The Form has now been replaced with Form 9 and includes the particulars as required under Form 28.

Now, under the Companies Regulations 2024, the companies will be required to file Form 9 (in place of Form 29 and Form 28).

With the promulgation of new companies regulations, Form B (applicable to companies not having a share capital) has been abolished and merged into Form A. Similarly, Form D, which inactive companies were required to file, has been abolished and merged with Form A.

As a result, all active and active companies and companies having share capital or without share capital will now have to file annual returns through Form A instead of filing separate forms for each type of company.

Form C which was required to be filed by the companies to intimate a no-change status from the last annual return has now been renumbered as Form 24. Therefore, the companies whose particulars do not change from last year’s annual return will now file Form 24.

Another important change introduced by the SECP Companies Regulations is that Form 3A has been abolished. Companies were required to file Form 3A to report a change of 25 percent or more shares in the company. Whereas Form 3 was required to report the issuance of new shares. Now issuance of shares and change of 25 percent or more shares will be reported to the Registrar through Form 3 instead of separate forms.

With the changes introduced through Companies Regulations 2024, it is hoped that the burden of regulatory compliance will be reduced and the companies will be able to focus more on their core activities.