Companies registered with SECP (Securities and Exchange Commission of Pakistan) must maintain ongoing compliance with various requirements. Failure to comply can result in penalties, director disqualification, and eventually company striking off. This guide explains the key compliance requirements for private limited companies in Pakistan and how to stay compliant.
Understanding SECP’s Role
SECP regulates companies incorporated under the Companies Act, 2017. It maintains the register of companies, ensures corporate governance standards, and takes enforcement action against non-compliant companies. All private limited companies, public companies, and single-member companies fall under SECP jurisdiction.
Compliance requirements exist to protect stakeholders including shareholders, creditors, and the public. Meeting these requirements also helps maintain your company’s good standing for banking, contracts, and business credibility.
Annual Return Filing
Every company must file an annual return with SECP within specified timeframes after each financial year end. The annual return confirms company details, director and shareholder information, share capital structure, and registered office address. Filing is done through SECP’s eServices portal.
Late filing incurs penalties that increase with delay duration. Prolonged non-filing can result in the company being marked as defaulter or ultimately struck off the register. Calendar the filing deadline and complete returns promptly.
Annual General Meeting (AGM)
Private companies must hold an AGM within 120 days of the financial year end. The AGM considers annual financial statements, appoints auditors (if required), and addresses any other business as per company articles. Minutes of the AGM must be maintained.
Small private companies with limited shareholders often conduct AGMs informally, but proper documentation is still required. Written resolutions can substitute for physical meetings in many cases if properly recorded.
Financial Statements
Companies must prepare annual financial statements comprising balance sheet, profit and loss account, and notes. Using proper accounting software ensures accurate financial records that support statement preparation.
Certain companies must have financial statements audited by a practicing chartered accountant. Thresholds for mandatory audit change periodically. Even when not mandatory, audited statements enhance credibility for banking and business relationships.
Statutory Registers
Companies must maintain several statutory registers at their registered office:
Register of Members: Lists all shareholders with share quantities, acquisition dates, and transfer records.
Register of Directors: Contains director details including CNIC, addresses, and directorship dates.
Register of Charges: Records any secured borrowings or charges against company assets.
These registers must be available for inspection and kept updated. Changes must be filed with SECP within prescribed timeframes.
Director Requirements
Directors must meet qualification requirements including minimum age (18 years), sound mind, and no disqualification orders. Directors must have CNICs and provide residential addresses. At least one director must be a Pakistani citizen resident in Pakistan.
Director changes must be filed with SECP within 15 days using Form 29. This includes new appointments, resignations, and changes to director details. Directors failing to file required documents face personal liability.
Registered Office Requirements
Every company must maintain a registered office in Pakistan where official communications can be addressed. The registered office address must be filed with SECP and kept updated. Failure to maintain a proper registered office creates compliance issues.
Change of registered office requires filing with SECP within 15 days. Certain documents must be kept at the registered office and be available for inspection.
Special Resolutions and Filings
Certain company decisions require special resolutions passed by shareholders and filed with SECP:
Changes to company name or memorandum of association. Alteration of articles of association. Changes to authorized or paid-up capital. Significant transactions involving company restructuring.
Special resolutions must be passed with prescribed majority and filed within 15 days. Non-filing renders changes ineffective against third parties.
Beneficial Ownership Declaration
Companies must file beneficial ownership declarations identifying individuals who ultimately own or control the company. This anti-money laundering requirement applies to all companies. Initial declaration is filed at incorporation with updates required within 15 days of any change.
Common Compliance Failures
Common SECP compliance failures include not filing annual returns on time, failing to hold AGMs, not updating director or address changes, missing beneficial ownership filings, and inadequate statutory register maintenance. These failures accumulate penalties and eventually threaten company status.
Regularization of non-compliant companies is possible through SECP’s rehabilitation schemes, but prevention is better than cure. Maintain a compliance calendar and address requirements proactively.
Compliance Calendar
Key annual compliance tasks include:
Within 120 days of year-end: Hold AGM and approve financial statements
Within 30 days of AGM: File annual return with SECP
Ongoing: File any changes (directors, address, capital) within 15 days
Annual: Review and update statutory registers
Beyond SECP requirements, remember FBR compliance including income tax returns and GST filings operate on different schedules.
Using Company Secretarial Services
Many businesses use company secretarial firms to manage SECP compliance. These professionals maintain registers, file required documents, and ensure deadlines are met. For companies without in-house expertise, this provides peace of mind and reduces compliance risk.
Even with external help, directors remain ultimately responsible for compliance. Understand your obligations and verify that filings are made properly.
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While HysabOne does not handle SECP filings, our business management software provides the accurate financial records that support compliance. Generate financial statements, maintain transaction records, and keep your accounting in order. Proper accounting is the foundation for both SECP and FBR compliance. Start your free trial today.