Overview
What is SECP Annual Return?
SECP Annual return is the annual return of a company regardless of the type of company, its status,or its capital structure. All companies, except a few, are obligated to file their annual return. Under the new companies regulations issued in February 2024 some companies are required to file Form A and some of them are required to file Form 24.
It’s important to mention that Form B and Form D have been abolished and Form C has been replaced with Form 24. Under the company law if a company is required to file its annual return to SECP, it will either file Form A or Form 24, as discussed below.
What is SECP Form A?
Form A is one of the most regularly filed SECP Forms. Form A shows the status of the company as of a particular date as a snapshot of the status.
Form A SECP is the document that every company has to file as an annual return under the Company law other than those whose particulars have not changed. Under the old regulations, different forms were prescribed as the annual return. However, under the new regulations all companies, including inactive companies (who used to file Form D) are to file Form A.
An exception to file Form A is for those companies whose particulars have not changed since the last annual return. Such companies are required to file Form 24 instead of Form C.
Another significant change regarding the annual return of companies is the abolishment of Form B which we will discuss below.
When SECP Form A is due?
Since Form A is the annual return of a company, it is filed once a year. A company is required to hold its annual general meeting (AGM) within 120 days of the close of the financial year. In such a case, the company must file Form A within 30 days of the AGM. Failure to file Form A within the prescribed time may attract additional filing fees and a penalty.
On the other hand, if a company does not hold an AGM in a calendar year, it still has to file Form A. In this case, Form A will be filed within 30 days of the end of the calendar year to avoid additional fees and penalties.
Time to file SECP Form A
The time allowed to file Form A is 30 days. If the company holds AGM, the form will be filed within 30 days from the date of the AGM. For example, if the financial year of a company closes on 30th June, it must hold AGM by 28th October and file Form A by 28th November. Companies with a financial year ending in September, December, or March will also follow this timeline (120+30 days) to comply with the legal requirement. However, cn case the company does not hold AGM, Form A will be filed by the 30th of January.
| Meeting | Form A Due Date | Filing time |
|---|---|---|
| First AGM | 16 months from the date of incorporation | 30 days from AGM (17 months in total) |
| Subsequent AGM | Within 120 from the close of the financial year | 150 days from the close of financial years |
| No AGM held | End of the Calendar year | 30th January |
Do you need to file an Annual Return (Form A or 24) to SECP?
It is important to know if a company is obligated to file Form A in all instances or if there are some exceptions. Under the provisions of the Companies Act 2017, not all companies need to file Form A. The law provides that if there is no change in the particulars as filed in the last Form A, a company may not need to file Form A. This means Form A is only filed when there is a change in the particulars from the preceding year. No annual return of the company is required in the case of:
- A Single Member Company; and
- A private company with a paid-up capital of Three Million rupees or below
However, public companies and private companies with paid-up capital of more than Three Million rupees need to file Form 24 (earlier it was Form C) even if there is no change in the particulars.
Annual Return of Companies with No Share Capital
Prior to new regulations (issued in February 2024), companies not having a share capital (like guarantee limited companies especially Not for Profit Companies licensed under Scetion 42) were required to file Form B as their annual return. However, under the new regulations, Form A and Form B have been merged. As a result, all companies whether they have share capital or not will now file Form A as their annual return as required under section 130 of the Companies Act.
| Nature of Company | Form to be Filed in case of no change in particulars |
|---|---|
| Single Member Company | No filing required |
| Private Company with paid-up capital of 3 Million less | No filing required |
| Private Company with paid-up capital above 3 Million | Form 24 |
| Public Company | Form 24 |
| Inactive Companies | Form A |
| Companies Not having Share Capital | Form A |
All companies will file Form A if there is a change in particulars from the last year.
Information to be provided in SECP Form A
Based on the criteria in the above table, if you need to file Form A, then it is important to learn how to file the Form. As Form A is an annual return, certain information is to be provided in Form A.
A company has to provide information as of a particular date, usually the date of the AGM. The company has to provide information about its capital, officers, auditors, shareholders, debenture holders and changes in the shareholding from the last Form A.
As mentioned above, inactive companies were required to file Form D, but it has been merged into Form A. Therefore, inactive companies will now file Form A instead of Form D.
Format of Form A SECP
Form A is divided into three parts. Each part has its own requirement and all the parts must be filled in properly to avoid any objections.
First Part of Form A
The first part applies to all companies whether they are active or not. This part relates to the information about the company and its status as an active or inactive company.
Second Part of Form A
The second part of Form A applies only to the active companies. Inactive companies are not required to fill in the information in this part.
Information to be provided by Active Companies
All active companies will have to file the information mentioned below as of the date of the AGM.
- Date of AGM
- From A made up to (if no AGM was held)
- Registered office address
- Email address
- Office Phone number
- Mobile number of the authorized officer (preferably with active Whatsapp)
- Details of Authorized Capital
- Details of Paid-up capital
- Particulars of Chief Executive Officer, Chief Financial Officer, Company Secretary, Legal Advisor, Autor(s), and Share Registrar (if applicable)
- List of Directors
- List of members/shareholders and debenture holders
- Transfer of shares and debenture holders since last Form A
Third Part of Form A
In the Third part of Form A some information is to be provide only by the inactive companies like:
- Correspondence address
- Contact details
- List of directors and members on the date the From A is made
- Confirmation about the inactive status of the company
The rest of the fields in this part are related to the information of the authorized officer who files Form A and the intermediary, if applicable.
How to File SECP Form A?
Like any other form to be filed by a company, Form A can also be filed in two ways; Online through newly launched eZfile Portal or Offline (physical form). In case of any change in the officers of the company or their particulars, you will also have to file Form 29 along with Form
Hope you have got the idea of SECP Form A and its in-time filing. If you want to learn about other SECP Forms or If you have any queries you may comment below or contact us.
I am holding a Private limited Company incorporated in 2021. There is no change. Is any document required to file by me. i just filed form 1 & 45 in aug, 2023.my paid-up capital in not exceeding from 3M. help needed thank you.
Dear Haider,
Please note that in the case of a private limited company following are the compliance requirements:
Hold 1st AGM within 16 months of incorporation, hold election of directors and file Forms A, 29, 28 and 45.
Next AGM after 120 days of the close of the financial year in case the paid-up capital is more than 1 million and file forms A, 29 & 45. In case of paid-up capital of 1 million or less, no forms are required to be filed for the next 2 years from the 1st AGM and in the 3rd year, the process of the first year will apply.
File annual audited accounts if the paid-up capital is more than 3 million. If the paid up capital is more than 1 million but not more than 3 million, audit must be conducted of the accounts but accounts are filed with SECP.
If a company is a foreign company and has its office in Pakistan, then is company required to file form A?
If all directors of the company are foreign (not Pakistani), then is company required to file form A?
If not, in which section it is written?
Dear Mr. Ahmad,
Foreign companies are regulated under Part XII of the Companies Act, 2017, and Foreign Companies Regulations. Foreign companies have different reporting requirements and general provisions of the companies do not apply to foreign companies except where provided.
If company registered april 2022 and till date not submitting any form or returns and now they want to submit annual return whats the procedure should we submit only form a or any other form and bank statement are required or not its like as FBR returns or simply just sumbit form A…..???
Dear Azhan,
Please note that in the case of your company, the due date for the first AGM was August 2023 i.e. 16 months from the date of incorporation. So you are late and will have to pay the additional filing fee.
You will have to hold the election of directors and file Forms A, 29, 28 & 45.
Filing of accounts will depend on the capital of the company.
What if the company forgets to disclose the transfer of shares in the previous year only the change of directors is disclosed in form A. any correction pleas suggest.
Dear Kabir, Please note that if a change of 25% or more shares takes place in the company, it must be reported promptly.
Any changes of less than 25% may be reported at through annual return.
If any new director was added (who was not shareholder) then at least 1 share must have given to him to make him eligible to hold office of director.
Now if any shares were transferred and not reported, the company can report the change in the coming annual return.
what are the required attachments with Form A
Dear Tanveer,
There is no requirement to attach any documents with Form A. However, if the company is holding elections or appointing/changing any officer, you may have to file Form 29 & 28 which may require consent forms to be attached.
I am holding a Private limited Single member Company incorporated in 2021. There is no change. Is any document required to be attached with Form_A.
kindly advise.
Regards
Dear Naeem,
If you need to share any forms with the bank and you are holding your first AGM, you can file Form A along with Form 29 & 28. Otherwise you don’t need to file any form being a Single member company.
A.o.A
Will you please confirm maximum number of members and directors in pvt Ltd company .
Dear Nouman, The maximum number of members a private limited company can have is 50. Since only a member can be a director, you can say the maximum number of directors in a private limited company would also be 50.