Al-Muhasib & Co. is providing Corporate Compliance Services to businesses and industry for more than 10 years. All business organizations are required to file an annual return and other SECP Filing. Al-Muhasib & Co. has a team of qualified professionals who help our clients by fulfill the regulatory requirements of SECP. Our team not only helps their business clients to meet their compliance requirements but also provides ongoing support.
Receipt of subscription money:
After the company got registered, the amount of paid-up capital must be deposit in Bank Account within 30 days of incorporation and also file Form-1 with SECP along with certificates from Chartered Accountant or Cost and Management Accountant. If the subscription money is not deposited within due dates then Consequently shares not only be canceled but the name of that subscriber shall also be remove from the register.
Form-45 Ultimate Beneficial Ownership (UBO):
It is mandatory for all most all companies to file Form-45 with SECP. Accordingly, all companies are require to issue notices to every shareholder who directly holds at least twenty-five percent (25%) of shares in the company. In order to comply with such notice, each shareholder shall submit a declaration to the company providing the following details name, nationality, address, and date on which shareholding in the company is acquired.
Alteration In Share Capital:
For any changes in Share Capital First pass a special resolution and then file online Forms 7 and 26 for the alternation in the company’s authorized capital. Attach the following documents with relevant forms.
- Revised MOA and AOA (If it contains capital clause otherwise revision not required )
- Documents with Form-26: Copy of the extract of special resolution.
- Original challan submitted.
Change in Name (Form-4) / Principal Line Of Business (Form-8)
- To make changes in name or any modification to the line of business the company is required to file an application with SECP.
- Copy of the Special Resolution and Amended/revised Memorandum of Association is required to be attached. It should be noted that to change the name first need to reserve a new name for the Once approve then obtain a Name availability letter. After that, the name of the company can be change.
Change In Registered Office Address- Form 21:
The change in registered office address is of three types:
Change of Business address( Within a city)
Under this condition only required to file Form-21 within 15 days after the date of change in address
To another city of the same province e.g. from Lahore to Multan
In that case special resolution Form-26 must also be filed along with Form-21.
Province to another Province e.g. from Sind to Punjab
In this situation, MOA is require to ammed by filing Form- 5 (Petition for alteration of memorandum) along with others forms as described earlier.
Filing of Financial Statements:
Filing of Audited Accounts with Securities and Exchange Commission of Pakistan (SECP) is mandatory for all those Companies whose share capital exceeds one million. On the other hand if the share capital less than one million then the company shall file unaudited Accounts with the commissioner only. However, as per income tax rules Audited Accounts need to be attach with annual tax returns irrespective of the amount of paid-up capital that the company has. Therefore almost all companies require to conduct of Financial Statements.
Filing of Annual Returns (Form A & 29):
All companies are require to file Annual Returns once in every year, it contains details of :
- Authorized Share Capital
- Paid-up Share Capital
- List of Directors, Chief Financial Officer, Secretary, Legal Advisor, Particulars of Auditor(s), members & debenture holders.
This form shall be file for the appointment of directors, CEO, Auditors, Legal Consultant, Secretary, Internal Auditor, and Managing Director and ceasing of existing officers ( Death, removal, resignation, or retirement). Moreover, Form-29 shall also be file for reporting any change in details of the officers (change in name or address)
Company Status Conversion:
Private Limited To Single Member:
Stepwise procedures are explained below:
- Firstly draft and signed new altered memorandum and articles of association
- Secondly List of directors which are resigned or retired
- Thirdly drafting and Passing of special resolution
- Fourthly Name of the nominee Scan (copies of CNIC required to be attached) and Lastly Certified copies of memorandum and articles of association(MOA) and certificate of incorporation from CRO .
Single Member to Private limited:
- As previously stated most of the procedures are the same the following are some additional requirements.
- Change in pattern of shareholding (issue additional shares or allotment of existing shares)
- Details of additional directors /CEO must be incorporated in amended Memorandum and Articles of Association (scan Copy need to attached) and also state the Reasons of status conversion.
If your business has not operating or doing any business activities during the last two years then the organization can obtain the status of “inactive company”. As per the rule of SECP application for conversion of status of the active company- Form -38 and approval of the board of directors is required for filing of Form-38. After that Inactive Companies, required by law need to file Annual return Form- D every year until the status is active.
Change of Nominee:
In case of change of nominee (for single member company only) or any other changes made in particulars of the company need to file Form -15 within 15 days of changes to CRO.
Winding up of Companies:
Winding-up means the procedures under which a company is dissolved. Under the Companies Act 2017, the company can be windup under easy exit schemes. The requirements of documents to be filed for wind up of companies are listed below:
- FORM EE-I – Application
- Copy of members resolution
- Auditor certificate
- Affidavit from the director and chief executive attested and verified by oath commissioner.