Overview

What are SECP Compliance Requirements under the Companies Act 2017?

If you are running your company or are working for some company, you must know the SECP compliance requirements to avoid any penal action.  Every company has to file certain (periodic or occasional) statutory forms. To comply with the legal requirements you must know if you need to file and the time for filing the same.

The Companies Act 2017 prescribes various forms for each type of company that a company has to file with the SECP/registrar. Each form has its own requirements and you must file those forms within the stipulated time. Below is a list of those forms and the dates you must keep an eye on to avoid late fees and penalties.

Forms to be filed by all companies

Form Description Filing Date
Form 2 Companies desirous of changing their status 60 days from the date of the special resolution
Form 2A Upon approval of commission/registrar for change of status 15 days of the order
Form 3 Further allotment of shares 45 days of allotment
Form 4 Intimation about the Principal line of business or change therein Within 30 days from the date of the change
Form 5 Petition for alteration of memorandum 60 days from the date of the special resolution
Form 8 Application for change of name30 days from the date of approval of registrar or his direction 30 days from the date of approval of the registrar or his direction
Form 9 Notice to Registrar of Court Notice canceling special resolution for variation of shareholders’ rights 15 days from the date of resolution
Form 10 Particulars of mortgages, charges, pledges, etc 30 days from the date of creation of the charge
Form 11 Particulars of mortgage or charge subject to which property has been acquired30 days from the date of acquisition
Form 13 Registration of an entire series of debentures/redeemable capital 30 days
Form 14 Particulars of an issue of redeemable capital/debentures in a series when more than one issue in the series is made 30 days
Form 16 Particulars of modification of mortgage, charge, pledge etc. 30 days
Form 17 Memorandum of complete satisfaction of mortgage, charge, pledge, etc. 30 days
Form 18 Notice of appointment/ cessation of receiver or manager to be given by the person who obtained an order for appointment of / appointed a receiver or manager 7 days
Form 19 Notice to be given by receiver /manager on ceasing to act as such 15 days
Form 20 Receiver or manager’s abstract of receipts and payments 30 days after every 180 days after ceasing to hold the position
Form 21 Notice of the situation of the registered office or any change therein 15 days
Form 24 Notice of rectification of register of members/directors 15 days from the date or court order
Form 26 Special resolution 15 days
Form 27 Declaration to be submitted to the court by provisional manager/official liquidator 7 days
Form 28 Consent to act as director or CEO 15 days
Form 29 Particulars of directors and officers or any change in the particulars 15 days
Form 30 Notification of particulars of beneficial ownership to the company 30 days from holding the stakes in any foreign company
Form 31 Return containing particulars of substantial shareholders/ officers for Companies’ global register of beneficial ownership Along with the Annual return. If the company is not required to file an annual return then 30 after the close of the calendar year
Form 32 Return containing particulars of investment in foreign companies by a Pakistani Company Along with the Annual return
Form 33 Notice of address where books of accounts are maintained instead of registered office 7 days of the decision by BoD
Form 35 Filing of copy of scheme of amalgamation No timeline line prescribed
Form 36 Notice of dissenting shareholders 60 from the date of approval of the scheme or contract
Form 37 Information to be furnished to the registrar in relation to any offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company As soon as possible
Form 40 Public Notice to holders of securities of bearer nature issued by a company The given time was 26 November 2020
Form 41 Register to contain particulars of holders of securities of bearer nature and particulars of such securities surrendered or canceled Company register is to be maintained in the prescribed form at all times
Form 42 Notice to members for providing particulars of ultimate beneficial owners The given time was 26 November 2020
Form 43 Declaration by a member about ultimate beneficial owners 14 days from the notice or becoming a member
Form 44 Declaration by a member about ultimate beneficial owners 14 days from the notice or becoming a member
Form 45 Declaration of compliance with the provisions related to ultimate beneficial ownership 15 days from receiving Form 43 or 44 and with every Form A

Forms to be filed by all companies other than listed companies

Form Description  Filing Date
From 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

Forms to be filed by all companies except single-member companies

Form Description Filing Date
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

Forms to be filed by all companies having share capital

Form Description Filing Date
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

Forms to be filed by single-member companies only

Form Description Filing Date
Form 15 Notice of appointment or change of nominee or change his particulars 15 days of the change or conversion of status

Forms to be filed by all public companies

Form Description Filing Date
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 23 Declaration before commencing business in case of a company filing statement in lieu of a prospectus Any time before the commencement of business
Form 25 Statutory Report Along with the notice of statutory meeting

Forms to be filed by all public companies

Form Description Filing Date
Form 34 Pattern of shareholding Along with directors’ report related to accounts

Dates you must know to meet SECP compliance requirements

The dates mentioned in the above tables will help you to know when to file a form. It will also help you to calculate the filing fee you may have to pay along with the form.