SECP Post-Incorporation Compliance for Companies is the next crucial step after registering a company. Companies must fulfill certain legal requirements to maintain their “active” status with the Securities and Exchange Commission of Pakistan (SECP). Failure to meet these obligations can lead to penalties and late filing fees, which the company will be responsible for. Additionally, the State Bank of Pakistan (SBP) has made it mandatory for companies to file their statutory returns—non-compliance may result in banks refusing to open new accounts in the company’s name.
Appointment of First Auditor
As part of SECP Post-Incorporation Compliance for Companies, all companies with paid-up capital exceeding PKR 1,000,000 are required to appoint their first auditor within 90 days of registration. Often, individuals unaware of these formalities set a high paid-up capital unnecessarily. This not only increases costs but also triggers additional compliance requirements.
It is highly recommended to consult a professional before making such decisions. Setting a high capital amount is especially relevant when a large sum is to be injected by the directors. In such cases, the actual amount must be declared. However, if no substantial funds are needed—as in the case of service-based companies—human capital matters more than financial capital.
SECP Post-Incorporation Compliance for Companies Annual General Meeting (AGM) :
Every private company is required to hold its first AGM within 16 months of incorporation and subsequently within 120 days after the end of each financial year.
For example, if a company is registered on 15 August 2022:
• The first AGM must be held before 30 November 2023
• The second AGM must be held before 28 October 2024, assuming the financial year ends on 30 June
The default financial year for most companies starts from 1 July and ends on 30 June. However, banks and financial institutions generally follow the calendar year (1 January to 31 December). Some companies may have a special tax year ending on 30 September.
Elections
As per SECP Post-Incorporation Compliance for Companies, Every company is required to hold its first election within 16 months of incorporation, which is typically conducted on the same date as the Annual General Meeting (AGM). The maximum tenure for all directors and the CEO is up to three years, after which the company must conduct fresh elections
For example:
• If the first election is held on 28 October 2023
• The next election must be held on or before 28 October 2026
SECP Post-Incorporation Compliance for Companies Annual Returns:
After holding the AGM and conducting elections, the company must report to SECP by filing:
• Form A (Annual Return): Must be filed annually on or before October 28.
• Form 9: Required every three years if there is no change in the CEO or directors
Typically, in private limited companies, the CEO and directors remain unchanged for years and are simply re-elected. Note: This requirement does not apply to Single Member Companies (SMCs).
Filing of Audited Financial Statements
SECP Post-Incorporation Compliance for Companies includes submission of audited financial statements to the registrar. However, this requirement does not apply to private companies and SMCs with paid-up capital not exceeding PKR 10 million.
Event-Based Filings:
Form-9: Appointment, Cessation, or Change in Company Officers
Any changes related to the appointment, resignation, or removal of directors, officers, or auditors must be reported via Form-9 within 15 days of the event.
Record of Ultimate Beneficial Owners (UBO) refers to a natural individual, not a company or organization, who directly or indirectly owns at least 25% of the company’s shares. All corporations are required to submit all of these facts to the SECP by completing either Form 7, 8, or 9, whichever is applicable. If a corporation fails to complete these forms, it may face fines of up to 500,000, indicating that it has committed a major offense.
Registered Office Address
All companies must maintain a registered office address. If a correspondence address was provided during incorporation, the company must update its official registered office address with SECP within 30 days of incorporation.
If the address changes:
• Use Form-21 for changes within the same province (e.g., Lahore to Faisalabad)
• For inter-provincial changes, the company must also update its Memorandum and Articles of Association
Other Important Forms
SECP Post-Incorporation Compliance for Companies also includes filing specific forms for special corporate actions.
In certain cases—such as when a company needs to make changes to its share capital, transfer shares to existing or new shareholders, or convert from a private limited company to a Single Member Company (SMC) and vice versa—the following forms must be filed:
change in authorized capital:
A company with share capital can make certain changes to its share structure if its Articles of Association allow and it passes a special resolution. These changes may include:
(a) Increasing its authorized capital to any amount it thinks necessary.
(b) Combining and dividing all or part of its shares into larger-sized shares.
(c) Splitting its shares into smaller-sized shares than mentioned in the original documents.
(d) Cancelling shares that have not yet been taken or agreed to be taken by anyone, and reducing its share capital by that cancelled amount.
If the company consolidates or splits its shares, the rights of the new shares must remain equal to the original ones.
Also, if the company issues new shares of the same type as existing shares, then these new shares will have the same rights as the old ones. then it must file Form-7 (Notice of Alteration in Share Capital) and Change of More Than Twenty-Five Percent in Shareholding:
In cases where there is a change exceeding 25% in shareholding, the company must file Form-3.
SECP Post-Incorporation Compliance for Companies : Late Filing Penalties (SECP Forms)
Penalties for delays in SECP Post-Incorporation Compliance for Companies are calculated as per the Updated-Seventh-Schedule-of-Companies-Act-2017, using the following formula:
| Delay Duration | Total Fee = Normal Fee + (Normal Fee × Multiplier) | Total Fee |
| Within 90 days | Normal Fee + (Fee × 2) | 1,210 + (1,210 × 2) = Rs. 3,630 |
| Within 180 days | Normal Fee + (Fee × 3) | 1,210 + (1,210 × 3) = Rs. 4,840 |
| Within 1 year | Normal Fee + (Fee × 4) | 1,210 + (1,210 × 4) = Rs. 6,050 |
| Within 2 years | Normal Fee + (Fee × 5) | 1,210 + (1,210 × 5) = Rs. 7,260 |
Final Remarks:
Post-Incorporation Compliance for Companies Registered with SECP is not just a formality—it is essential for ensuring your company remains in good legal standing and avoids unnecessary fines or restrictions. Timely filing of statutory returns and fulfilling regulatory requirements also helps build credibility with banks, investors, and government institutions.
To ensure full compliance and avoid errors, it is highly recommended to seek guidance from a qualified corporate consultant or legal advisor who can assist you with documentation, filings, and ongoing legal obligations . Please contact us through our website by filling out the Contact Us form, or reach out via our social media accounts
