Company formation
What Your Company Owes SECP After Incorporation
Within thirty days of incorporation the subscription money has to be paid in, and within forty-five days a chartered or cost and management accountant's certificate confirming receipt must reach the registrar. After that: Form 29 within fifteen days of any change of directors or officers, and an annual return on Form A or B within thirty days of the AGM, unless nothing has changed since the last one.
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Where these figures come from
- Sources
- Sourced from the Companies Act 2017 and SECP's published fee schedule.
- Last checked against the sources
- by BarrioVibe.
This is general guidance from the sources above, not advice on your situation. Procedures and official fees change, so confirm the current position before you file, or speak to us first.
The recurring filings, and what triggers each
Two of these deadlines are commonly published wrong. Form 29 is fifteen days rather than thirty, and the forty-five days attached to the annual return is an extension ceiling for listed companies, not a separate class of deadline.
| Filing | Deadline | Section |
|---|---|---|
| Report of subscription money received | 45 days from incorporation | s.17(3) |
| Form 29, change of directors or officers | 15 days from the change | s.197(3) |
| Form A or B, annual return | 30 days from the AGM | s.130(3) |
When you do not have to file an annual return at all
Section 130(5) is subtler than the summaries suggest, and reading it as a simple threshold gets it wrong in both directions. The exemption from filing applies to any company where there has been no change of particulars since the last annual return filed. That part is not limited by size.
The proviso then adds a separate positive duty: a company OTHER THAN a single member company or a private company with paid-up capital of not more than three million rupees must inform the registrar that there is no change. So a small company with nothing to report files nothing at all, and a larger company with nothing to report must still write in and say so. Both are commonly reported as "there is no exemption", which is wrong.
How many directors you must actually have
Section 154(1), and worth checking against what your company currently has, because a resignation can take you below the floor without anyone noticing.
- A single member company: at least one director
- Any other private company: not less than two
- An unlisted public company: not less than three
- A listed company: not less than seven
- Section 154(2): only a natural person shall be a director, so a company cannot sit on its own board
Audit is a separate question with three different thresholds
Three provisions use three figures for three different purposes, and they are constantly collapsed into one. Section 223(5) exempts a private company with paid-up capital not exceeding one million rupees from audit, and section 223(9) applies that carve-out to single member companies. That is the audit exemption.
Section 247(1) is not an exemption at all: it decides WHO may audit. At or above three million rupees of paid-up capital a private company needs a chartered accountant; below that a cost and management accountant also qualifies. Competitors routinely cite that three million figure as the audit threshold, which gets a reader's obligation wrong in both directions at once.
What this costs if you ignore it
The Companies Act carries penalties for each of these filings, and the practical consequence arrives earlier than a penalty does: a company that has not filed cannot cleanly do the things that require a clean record, from opening certain accounts to satisfying a counterparty's due diligence.
The share money point is the one with a substantive rather than procedural consequence. Deemed cancellation under section 17(2) changes who owns the company, which is a different order of problem from a late filing fee.
Questions
The questionspeople ask
What does a new company have to file after incorporation in Pakistan?
Subscription money must be paid within thirty days under section 17(2), and its receipt reported to the registrar within forty-five days with a certificate from a practising chartered accountant or cost and management accountant under section 17(3). After that, Form 29 within fifteen days of any change of officers, and an annual return within thirty days of the AGM.
What happens if the subscription money is not paid?
Section 17(2) deems the shares cancelled and the subscriber is removed from the register of members. That changes who owns the company, which is a more serious consequence than a late filing fee.
When is Form 29 due?
Within fifteen days of the appointment or change, under section 197(3). It is commonly published as thirty days, which is wrong. The proviso excludes the first appointment of directors made at incorporation.
Does a dormant company have to file an annual return with SECP?
Not necessarily. Section 130(5) exempts a company with no change of particulars since its last annual return. But a company other than a single member company or a private company with paid-up capital of not more than three million rupees must still inform the registrar that there is no change.
Does a dormant company have to file a tax return?
Yes. Section 114(1)(a) of the Income Tax Ordinance requires a return from every company regardless of income or activity. There is no dormancy relief with FBR, whatever the position with SECP.
At what capital does a company need an audit in Pakistan?
Above one million rupees of paid-up capital. Section 223(5) exempts a private company at or below that, and section 223(9) extends it to single member companies. The three million rupee figure is section 247 and decides who may audit, not whether an audit is required.
How many directors must a private company have?
Not less than two under section 154(1), or one for a single member company. An unlisted public company needs at least three and a listed company at least seven. Only a natural person can be a director.
Is it cheaper to file with SECP online or on paper?
Online. Under the Seventh Schedule effective 21 April 2025, electronic incorporation at nominal capital up to Rs 100,000 is Rs 6,050 against Rs 11,000 on paper, and the schedule broadly doubles fees for physical filing.
Also here
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Choosing a structure
What actually differs between the three, the audit thresholds everyone gets wrong, and the statutory points at which the answer changes.
Rather have someone handle it?
We file returns through IRIS every day. If the answer above raises a question about your own case, that is the conversation to have before the deadline rather than after it.