With the promulgation of the Companies Regulations 2024, effective 12th February 2024 Form 28 has been abolished and appended with Form 9 which has been replaced by Form 29.
What is SECP Form 28?
Have you heard of SECP Form 28? If you are running a company or are responsible for corporate compliance to file the returns and forms of a company with the Registrar of Companies (ROC), you must have.
You must be aware of the legal requirement to report changes occurring in the management of the company (new appointment or change of director, Chief Executive Officer-CEO, company secretary, auditor, legal advisor, or any other officer). These requirements are mentioned in the Companies Act, 2017, the company law of Pakistan.
You know that to report a change in the management of a company you have to file Form 29 with the relevant SECP Company registration office. However, under the law when a director is elected or appointed or the CEO is appointed you have to get their consent to act in such office.
This consent of the incoming director or CEO, to signify his or her willingness to act as director or CEO, is reported through SECP Form 28.
What is the Purpose of SECP Form 28?
Since the office of director(s) and CEO is crucial for a company to run its operations and place a lot of responsibilities on these offices, the law requires that the incumbent must be aware of their appointment and their duties.
No one should hold an office of which he is not aware of the attached responsibilities. The law requires that the person being appointed as a director or CEO of a company must signify his consent expressly, being a responsible office holder in the company.
By submitting this form, the company declares that all the persons named in the form have consented to act as directors or CEO of the company and that they are not disqualified under any law to act in that capacity.
Who needs to file Form 28?
As provided under the law, you will have to file SECP Form 28 along with Form 29. If a new director is elected or appointed and in case of appointment of CEO, the Registrar will not approve your Form 29 unless you file SECP Form 28.
However, the law does not require filing SECP Form 28 at the time when you file form 29. It is required only in case a new appointment is made against the office of the director or CEO, whether through election or otherwise.
What is the Time for filing SECP Form 28?
As mentioned above, Form 28 is required to be filed along with Form 29, so the time for filing SECP Form 28 has also been prescribed as 15 days after the appointment of the director or CEO. If the appointment of director(s) is made through an election in the AGM of the company, you may file Form 28 along with Form 29 at the time of the Annual return.
But do you know that the time for filing the annual return is 30 days? If you file Forms 29 & 28 along with Form A, you may be asked to pay a late fee for SECP Form 28.
How to file SECP Form 28?
You can file Form 28 online or in hard form if you so wish. In the case of online filing, you will fill in the required information in the portal following the relevant link. The information required to fill the Form 28 is:
Full Name of the director or CEO
His/her Father or Husband’s name
Designation in the company
Address
Occupation
Signatures
What Documents Need to be attached to SECP Form 28?
Remember, unlike other forms, SECP Form 28 needs to be signed physically by the consenting director(s) or CEO. Every director or CEO has to sign the form against his name physically. This physical will also be signed by the authorized signatory of the Company. After signing you will have to attach a scanned copy of the form with the online SECP Form 28.
In addition, consent letters from the incoming director(s) or CEO will also be required. The letters will be addressed to the Board of Directors of the company. The letters received by the company will be scanned and uploaded to the portal.
Dear sir.
Should the date of Audit consent letter and AGM be same or differrent?
Please let me know.
Dear Sumair, Please note that the law provides that the auditor shall be appointed in the AGM on the recommendation of the BoD after obtaining his consent.
So the date of the consent letter may be on or before the AGM
Hello, I am filing Form A & 29. The director and CEO remain the same as they were in the last tenure and will continue to do so for the next 3 years. As the 3-year term has elapsed, according to my understanding, I need to update the CEO as ‘Re-appointed’ and the directors as ‘Re-elected.’ Is that correct?
Secondly, when I do the above I see Form 28. Isn’t Form 28 is supposed to fill in only if there are new director or appointments or it has to be signed for in case of re-appointment and re-elected as well?
Kindly let me know. Thanks.
Dear SAB,
Your understanding on the first point is correct.
And the answer to your second query is that you need to file Form 28 whenever a new appointment (including re-election/appointment or appointment against casual vacancy) of the CEO or director takes place.