What Are SECP Forms?

If you are planning to incorporate a new company or have already incorporated and are running a company, you will have to file different SECP forms. These forms are reporting forms that a company has to file with the concerned Registrar to notify certain transactions, as required by the Companies Act, 2017.

If you want your company to comply with all the reporting requirements, knowing all about SECP forms is important. There are various forms that you will need to file at different stages of your company and transactions.

Important SECP Forms

Form II is made available as an initial information document about the company filed as an application for incorporation. When you incorporate your company, you can get a certified copy of this Form to share with the bank for account opening.

This form contains all the basic information about the company like its name, registered office address, capital structure, and names of the subscribers (directors, CEO, and other officers).

Form 3 is an important form among the SECP forms a company may have to file. It notifies the Registrar about the increase in the share capital and percentage of shareholding in the company. If your business is growing and you need additional capital for the company, you can increase the paid-up capital of your company. You can do this by issuing more shares to the existing or new shareholders. After issuing the new shares, you will have to file Form 3 within 45 days of the allotment of the shares. While filling out the form, you will have to provide details like the kind and class of shares, date of allotment, particulars of each allottee, the amount received against the shares, and details of any premium or discount. In case you have issued bonus shares or allotted shares for consideration other than cash, you will share the details of the transaction.

If at any time one or more shareholders of your company transfer 25% or more shares, you will have to inform the concerned Registrar. For this information on the transfer of 25% or more shares, you will file Form 3A. You will also have to file the form if the change of 25% or more relates to membership or voting rights. You will have to provide information on the transaction including particulars of the transferor and transferee. It will also include the numbers of members/shareholders prior to the transfer and after the transfer. You will file the form within 15 days from the date when the threshold of 25% is reached.

Sometimes companies change their principal line of business for more efficiency. If you are making any such decision the Principal Line of Business clause of the Memorandum will change through a special resolution of the company. After passing the special resolution, you will intimate the concerned Registrar by filing Form 4 within 30 days. You will attach a copy of the special resolution and amended Memorandum of association with the form.

An effective business strategy sometimes requires changing the place of business of the company or to adopt any business activity that requires a license. If you have any such plan, you will have to alter your memorandum through a special resolution of the company and by filing a petition to the SECP for a confirmation order. You will file this petition on Form 5 within 60 days of the special resolution.

At times a company may decide to consolidate or divide the whole or a part of its share capital. If the articles of your company allow such consolidation or division, you can do that through a special resolution. However, the rights of the shareholder shall remain proportionate to the previous rights available to the shareholder. You will have to inform the Registrar about the decision through Form 6 within 15 days of the decision. This is one of the less often used SECP forms as consolidation or division is a rare action in a company.

You may be aware that your company can issue shares only to the extent of the authorized capital of the company. If at any time you need to issue shares more than the authorized capital, you will have to alter the provisions of the memorandum through a special resolution. After passing the resolution, you will have to file Form 7 along with the fee to be calculated on the basis of the difference between the previous and altered authorized capital. The time allowed for filing the form is 15 days from the date of the special resolution.

Changing of name is a difficult decision as it affects the established identity of the business. However, if you decide to change the name of your company, you can do it through a special resolution. After the special resolution, you will have to file the application for approval of the Registrar along with a name availability letter and a copy of the special resolution. This form is the least used form in the list of SECP forms as the change of name takes place in very rare cases.

Not all the funds for the business come from the shareholder. Sometimes, a company may resort to debt financing by obtaining loans or issuing debentures. In case your company opts for debt financing the lenders may ask you to create a charge on property or other assets of the company to secure the loan. In such a case, you will have to file particulars of the charge with the Registrar. You will file Form 10 along with the relevant documents within 30 days from the date of creation of the charge. This is one of the SECP forms that is meant to secure the interest of creditors.

A company is empowered to purchase property in its name. In case your company is purchasing a property, which is subject to mortgage or charge, you will have to inform the Registrar. You will provide the information to the Registrar through Form 11 within 30 days of the purchase of the property.

When you create a charge on assets or properties of your company, you will have to maintain its record. For this SECP has prescribed a proper format in Form 12. You will mention the details of the charges and mortgages along with copies of the relevant documents.

At some time down the road, the charge created on the company assets needs to be modified to the partial discharge of liability. In such a case Form 16 is filed with Registrar to notify the modification of the charge.

When the liability of the company is fully discharged against debt, you need to get your assets released. After completing the release of charge documentation, you will have to inform the Registrar about the satisfaction of the charge through Form 17.

Occasionally a company may decide to change its registered office address. If your company takes such a decision, you will have to inform the Registrar within 15 days of the change. However, in certain cases, you will also file Form 26 as a special resolution may be required.

You may be aware that certain transactions of the company can only be approved by the members of the company. In addition, there are certain transactions that require the approval of  75% of the members of the company, voting in person or through proxy. Such approvals are obtained through special resolutions. Whenever your company passes a special resolution, that resolution has to be notified to the Registrar. You will do this by filing Form 26 within 15 days of the resolution. Form 26 is one of the most important SECP forms as it communicates the special resolutions passed by the company that becomes binding for the members.

Your company must have directors and a CEO and may have other officers like CFO, company secretary, auditor, and legal advisor. Whenever someone is appointed as the officer of the company, he must give his consent to hold that office to the company within 10 days of appointment. The consent is filed through Form 28 within 15 days of the appointment. However, consent is not required from the officers who are appointed at the time of incorporation. Form 28 is one of the SECP forms that are used frequently along with Form 29.

This is one of the most often used SECP forms which may be filed repeatedly in a year. Often the officers of the company (directors, chief executive officer, company secretary, chief financial officer, or legal advisor) cease to hold their offices, new ones come in or are replaced, or their particulars may change. In case any change occurs in the officers of the company or their particulars, you will have to inform the Registrar about the change. You will file Form 29 showing such changes within 15 days from the date of the change.

Form A is one of the SECP forms that are filed on annual basis. The form is filed within 30 days from the date of the Annual General Meeting of the Company. This form is also called Annual Return. However, in certain cases, you may not need to file Form A

There are also some other forms prescribed by the SECP that a company may need to file on a need basis. However, the forms listed above are the ones that are used in the normal course of business.

Please feel free to contact us in case of any query or clarification regarding SECP Forms.

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