Annual Return (Form A/B)

Every Company is required to file an Annual Return once a year with the Securities and Exchange Commission of Pakistan (“SECP”). The companies must file this Annual return in Section 130 of the Companies Act 2017.

What is an Annual Return?

The Annual Return of the company provides a general overview of all the relevant details of a company. All general information about a company is to be provided in the Annual return.

The Annual return contains the following:

• Information such as the date on which the annual general meeting was held

• Details and particulars of the chief executive officer, directors, chief financial officer, secretary, legal adviser, and company auditors, and any change in appointments of any officer are reflected in this Annual Return

• The registered office address of the company

• The information of the members of the company and the aggregate number of shares held by them

• The authorized and the paid-up share capital of the company

• Any transfer of shares since the filing of the last Annual Return

Which Form should to file?

Form A

Under Section 130 (1) of the Companies Act 2017, a company with a share capital must file a return annually. Regulation 4 of the Companies (General Provisions and Forms) Regulations, 2018 provides that a company having a share capital shall file its Annual Return on Form-A.

Form B

Under Section 130 (2) of the Companies Act 2017, a company not having a share capital must also file a return annually. However, Regulation 4 of the Companies (General Provisions and Forms) Regulations, 2018 provides that a company not having a share capital shall file its Annual Return on Form-B.

When to File an Annual Return?

Every company is required to file an annual return with the registrar as follows:

• Listed Companies: within 30 days of holding the Annual General Meeting, may be extended up to 45 days by the registrar

• Other Companies: within 30 days of having of Annual General Meeting

• Single member Company (SMC): A SMC is only required to file an Annual Return in case of any change in particulars from the last annual return filed by the SMC

Exemptions from Filing of Annual Return

In case of no change in particulars in the last annual return filed, the following exemptions are available to a Single Member Company and a Private Company:

• There is no need to file Form A/B for a Single Member Company (SMC) or a private company having paid up capital of at most three million rupees.

• Companies other than those mentioned above also do not need to file Form A/B, and they can inform or notify the registrar about any particular changes.

Upto which date the Annual Returns will be filed?

The Form for Annual Return shall be made up to the date of the last Annual General Meeting of the company or the last day of the calendar year where no Annual General Meeting is held during the year. This detail shall also be included in the Form of an Annual return.

Can Annual Returns be filed online?

Annual Returns can also be filed online on SECP Portal by losing into the company’s account. It will be filed by an Authorized officer of the company, such as the Chief Executive Officer, Director, Company Secretary, or Chief Financial Officer.

Form 29

Section 197(3) of the Companies Act 2017 provides that every company shall file a return with the registrar to report:

• Any subsequent appointment of company officers after incorporation, including director, chief executive officer, company secretary, chief financial officer; auditors, and legal adviser

• Ceasing of officers of the company (resignation, removal, death, etc

• Any change in particulars/details of company officers, for example, a change of name or new residential address.

These changes shall be reported in Form 29. However, Section 197 (3) explicitly states that Form 29 is not required to be filed for the initial appointment of the company made at the time of incorporation.

When is Form 29 filed?

Section 197 (3) of the Companies Act 2017 provides that Form 29 must be filed within 15 days from the date of any subsequent appointment or any change among them or in any of the aforementioned particulars.

Annual Returns of a Foreign Company

Section 437 of the Companies Act 2017 provides that every foreign company must file a list annually of Pakistani members and debenture holders and the places of business of the Company in Pakistan on Form 45 with the registrar. Such list shall accompany a minimum of three copies of financial statements;

Period to file Annual Returns of a Foreign Company

The time in which the documents, returns, or reports of a foreign company are to be filed with the registrar shall be forty-five days from the date of submission to the public authority of the country of incorporation of the foreign company or within one hundred and eighty days of the date up to which the relevant accounts are made up, whichever is earlier.