Registering a company with the Securities and Exchange Commission of Pakistan (SECP) is the start, not the end. From the day of incorporation, the Companies Act, 2017 expects the company to hold meetings, keep registers and file returns on time. Many small private companies fall behind in their second or third year, usually because nobody told the founders what was due. This guide sets out the SECP filings a private limited company has to keep up with, when each one is due, and how to stay compliant without a full-time company secretary.
Quick answer: A private limited company in Pakistan must hold its annual general meeting (AGM) on time, file its annual return (Form A) within 30 days of the AGM, report changes in directors and officers on Form 29 within 15 days, report share allotments on Form 3, and keep its registers and financial statements up to date. Small private companies with paid-up capital up to Rs 3 million can skip Form A in years when nothing has changed.
Which SECP filings are due every year?
| Filing or event | Legal basis | When it is due |
|---|---|---|
| Annual general meeting (AGM) | Section 132 | First AGM within 16 months of incorporation; then once each calendar year, within 120 days of the financial year end |
| Annual return (Form A, or Form B for companies without share capital) | Section 130 | Within 30 days of the AGM |
| Audited financial statements | Companies Act, 2017 | Prepared and laid before the AGM |
| Income tax return | Income Tax Ordinance, 2001 | Filed with FBR; for a 30 June year end, normally by 31 December |
For a company with a 30 June year end, the AGM has to happen by the end of October, and the annual return follows within 30 days. That is why the autumn months are busy for company secretaries. Our compliance calendar for Pakistani businesses shows how these dates sit alongside FBR and other deadlines.
What is the SECP annual return (Form A)?
The annual return is a snapshot of the company on the date of the AGM: its registered office, directors and officers, auditors, members and share capital. According to SECP’s annual return guidance, companies with share capital file Form A and companies without share capital file Form B. If no AGM is held, the snapshot is taken on the last day of the calendar year.
When can a small company skip Form A?
Single member companies and private companies with paid-up capital of up to Rs 3 million do not have to file the annual return in a year when none of the particulars have changed since the last return. Other companies with no changes still have to tell the registrar so on the specified return. If you added a shareholder, changed a director or moved office during the year, file Form A.
Which filings are triggered by changes during the year?
Event-based filings catch more companies out than annual ones, because nobody puts them in a calendar.
- Form 29 (Section 197): appointment, resignation, removal or death of a director, chief executive, company secretary, CFO, auditor or legal adviser, and changes in their particulars such as name or residential address. Due within 15 days of the change.
- Form 3 (Section 70): return of allotment when the company issues new shares. Due within 45 days of the allotment.
- Form 21: change in the location of the registered office, due within 15 days.
- Special resolutions and altered articles: filed with the registrar when the company changes its name, objects or articles.
- Share transfers: recorded in the register of members and reflected in the next annual return, together with up-to-date ultimate beneficial ownership information.
Which registers and records must the company keep?
The Companies Act requires every company to maintain statutory records at its registered office, including the register of members, register of directors and officers, register of ultimate beneficial owners, minutes of board and general meetings, and books of account. These are what an SECP inspection, a bank or a buyer doing due diligence will ask to see. A company that files on time but keeps no minutes is still exposed.
What happens if a company misses SECP filings?
Late filing attracts additional fees and penalties under the Companies Act, and the company and its officers can both be held liable. Persistent non-filing can lead SECP to treat the company as defunct and strike it off the register. Practical problems usually arrive first: banks refuse account updates when Form 29 is out of date, tenders ask for a current Form A, and investors find gaps in the share register during due diligence.
If you are behind, file the missing returns in date order, starting with the oldest, and regularise board resolutions and minutes at the same time. Catching up voluntarily is far cheaper than responding to a show-cause notice. Our triage guide for businesses facing regulatory action explains how to prioritise.
Do single member companies have lighter compliance?
Yes, in some respects. An SMC is exempt from filing Form A in years without changes, and the law allows simplified decision-making because there is only one member. It must still appoint a nominee director, report officer changes on Form 29, keep its records and prepare financial statements. Our comparison of single member company vs private limited company covers the differences in more detail.
How do SECP filings connect to FBR compliance?
SECP and FBR filings use the same underlying information: directors, shareholders, registered address and financial statements. When you change a director on Form 29, update the company’s IRIS profile too. When the audited accounts are ready, they feed both the AGM and the income tax return. Companies that are also registered for sales tax have monthly returns on top; see our sales tax registration guide and FBR tax compliance guide.
A simple annual compliance checklist
- Close the books and get the financial statements audited after year end.
- Hold the board meeting that approves the accounts and calls the AGM.
- Hold the AGM within 120 days of year end and record minutes.
- File Form A within 30 days of the AGM, unless the small-company exemption applies.
- File the company’s income tax return with FBR.
- Throughout the year, file Form 29, Form 3 and Form 21 within their deadlines whenever a change happens.
Frequently asked questions
What is the deadline for filing the SECP annual return?
The annual return (Form A or Form B) is due within 30 days of the annual general meeting. If no AGM is held, the return reflects the position on the last day of the calendar year.
Does every private company have to file Form A every year?
No. Single member companies and private companies with paid-up capital up to Rs 3 million need not file Form A in a year when nothing has changed since the last return. Other companies with no changes must notify the registrar.
When must a private company hold its AGM?
The first AGM must be held within 16 months of incorporation. After that, an AGM is held once in each calendar year, within 120 days of the end of the financial year.
What is Form 29 used for?
Form 29 reports the appointment, resignation or removal of directors, the chief executive and other officers, and changes in their particulars. It must be filed within 15 days of the change.
What happens if my company has not filed returns for several years?
The company faces late fees and penalties and risks being struck off as defunct. File the missing returns in date order, regularise minutes and resolutions, and get professional help if SECP has already issued a notice.
How CEC can help keep your company compliant
Connect Engineers & Consultants registers companies with SECP and then keeps them compliant: AGM documentation, annual returns, Form 29 and Form 3 filings, registers and catch-up filing for companies that have fallen behind. See our SECP corporate services and our guide to what a good SECP consultant should do for you.
Not sure whether your company is up to date? Send us your company name and we will review its SECP filing status.
Filing deadlines, forms and fees are set by the Companies Act, 2017 and SECP regulations, which are amended from time to time. Confirm current requirements with SECP or a qualified adviser. This guide is general information, not legal advice.
