Post Incorporation Statutory Filing by Company

Post Incorporation Statutory Filing by Company: Post Incorporation Statutory Filing & Statutory Requirements Under the Companies Act 2017

Incorporation of a Company 

Any three or more persons associated for lawful purpose may, by subscribing their names to the Memorandum of Association and complying with the requirements of the Act form a public company and any one or more persons so associated may, in like manner, form a private company. If only one member forms a private company, it is called a single member company.

The Securities and Exchange Commission of Pakistan notified the Companies (Incorporation) Regulations, 2017, vide S.R.O. 704(I)/2017, dated July 26, 2017, which eventually came into force on August 14, 2017.

Before Incorporation of a Company please ensure following prior approval of the Ministries/Departments etc. noted against each category of the following companies has been obtained: –

Sr.No	Category of Company	Ministries / Departments
1	A banking  Company	I) Ministry of Finance. II) State Bank of Pakistan
2	A non-Banking finance Company (NBFC)	SECP
3	A security service  providing company	Ministry of Interior
4	A corporate brokerage house	Stock Exchange (for transfer of member ship card in favour of proposed company)
5	A money exchange company	State Bank of Pakistan
6	An association not for profit u/s 42 of the Companies Act, 2017	License from SECP
7	A trade organization	License from Ministry of Commerce

 IMMEDIATE FILING AFTER INCORPORATION:

 A1)      Event:-

Establishment of registered office address

Applicable to:-

All companies.

Section 21:-

Registered office of company.—(1) A company shall have a registered office to which all communications and notices shall be addressed and within a period of thirty days of its incorporation, notify to the registrar in the specified manner.

Time Frame:-

Within 30 days of incorporation

Return to be filed with registrar:-

Form 21

Note: – Applicable if the company has provided the correspondence address instead of registered office address in the application for incorporation i.e., Annexure IV of the Companies (Incorporation) Regulations, 2017.

 A2)      Event:-

Payment of subscription money

Applicable to:-

All companies having share capital

Section 17:-

Effect of memorandum and articles.—(2)  All moneys payable by a subscriber in pursuance of his undertaking in the memorandum of association against the shares subscribed shall be a debt due from him and be payable in cash within thirty days from the date of incorporation of the company:

Provided that in case the share money is not deposited within the prescribed time, the shares shall be deemed to be cancelled and the name of that subscriber shall be removed from the register and the registrar shall give such direction to the company in each case as deemed appropriate for compliance with the provisions of the company law.

(3)  The receipt of subscription money from the subscribers shall be reported by the company to the registrar on a specified form within forty-five days from the date of incorporation of the company, accompanied by a certificate by a practicing chartered accountant or a cost and management accountant verifying receipt of the money so subscribed.

Time Frame:-

• Payment to be made within 30 days of incorporation
• Receipt to be reported within 45 days from incorporation.

Return to be filed with registrar:-

• Annexure VII of the Companies (Incorporation) regulations, 2017;
• Certificate by a practicing CA or CMA verifying receipt.

A3)      Event:-

Appointment of first auditor(s)

Applicable to:-

All companies

Section 246:-

Appointment, removal and fee of auditors.—(1) The first auditor or auditors of a company shall be appointed by the board within ninety days of the date of incorporation of the company; and the auditor or auditors so appointed shall retire on the conclusion of the first annual general meeting.

Time Frame:-

Within 90 days of incorporation

Return to be filed with registrar:-

Form 29 within 15 days from appointment of auditor(s) along with the consent of auditor(s)

Post Incorporation Statutory Filing by Company

S No	Event	Applicable to	Section	Time Frame	Return to be filed with registrar
B	ANNUAL FILING
B1	Annual Return	All Companies (in case of change in particulars in the last annual return)	Section 130	·   Within 30 days of holding of AGM and if no AGM is held/ not concluded, within 30 days of calendar year end. ·   For listed companies, the registrar may extend period of filing not exceeding 15 days.	·      Form A to be filed by companies having share capital ·      Form B to be filed by companies not having share capital Note:- Filing of annual return is not required in case there is no change of particulars in the last annual return.  All companies, other than a single member company or a private company having paid up capital of not more than 3 million rupees, shall intimate the registrar as per annexure notified vide SECP’s Circular No. 29 of 2017 dated November 22, 2017 that there is no change of particulars.
B2	Filing of Financial statements	Audited: ·  Listed companies   ·  Other Companies excluding private companies and single member companies having paid up capital not exceeding Rs. 10 million. ·  Foreign companies     Unaudited: ·  Private company and single member company (SMC) having paid up capital of upto Rs.1 million (not being a subsidiary of a public company)	Section 223 (7), Sections 233 & 234	Audited: ·    At least 21 days before the AGM by listed companies (3 copies by post and 1 copy electronically via email address: financial.statements@secp.gov.pk ·    Within 30 days of AGM by listed companies and within 15 days by other companies.   Unaudited: ·    Within 30 days of holding of AGM or otherwise in case of SMC.	Financial statements should be prepared in compliance with the financial reporting standards notified by the Commission and in accordance with the requirements contained in 3rd Schedule for different class or classes of companies.
C	QUARTERLY FILING :
C1	Filing of quarterly financial statements	Listed companies	Section 237	Within 30 days of the close of 1st and 3rd quarters   Within 60 days of the close of its 2ndquarter   The Commission may on application may extend the period of filing in case of accounts of 1st quarter for a period not exceeding 30 days, if the company has been allowed extension in terms of Section 223.	Financial statements should be prepared in compliance with the financial reporting standards notified by the Commission and in accordance with the requirements contained in 3rd Schedule for different class or classes of companies.
D	EVENT BASED FILING AFTER INCORPORATION:
D1	Appointment of director, chief executive	All companies	Section 187, Section 167 and Section 197	Within 14 days from the date of election of directors or the office of chief executive falling vacant	Form 28 within 15 days from appointment. Form 29 within 15 days from appointment.
D2	Appointment of subsequent auditor(s)	All companies	Section 246(2), 223(5) and Section 197	At an annual general meeting or within 30 days after the occurrence of casual vacancy or if auditor(s) are unwilling to act as auditor(s)	Form 29 within 15 days of appointment of subsequent auditor(s) along with consent of auditor(s)
D3	Appointment of company secretary	All public companies	Section 194, Section 197	Immediate	Form 29 within 15 days from appointment.
D4	Appointment of legal advisor	All Companies having paid up capital of Rs 7.5 M or above, companies limited by guarantee and Associations u/s 42	Section 2(b) of Companies (Appointment of Legal Advisers) Act, 1974, Section 197	Within 15 days from appointment	Form 29 within 15 days from appointment
D5	Holding of Annual General Meeting (AGM)	All companies	Section 132 , Section 197	First AGM within 16 months from incorporation and thereafter within 120 days from close of financial year	N/A
D6	Election of Directors	All companies	Sections 157, 197, 161 and 162	First election of directors in first AGM and thereafter every 03 years.	·         Form 29 within 15 days from date of appointment of director. ·         Form 28 within 15 days from date of appointment of director.
D7	Change in registered office address		Section 21, Section 32 and Section 150	Within same city	·         Form 21 within 15 days from date of change
				From one city to another within same province	·         Form 26 within 15 days ·         Form 21  within 15 days from date of change
				From one province to another	·         Petition under Section 32 (within 60-days from the date of special resolution as required under General Provisions & Forms Rules, 1985) ·         Form 26 within 15 days ·         Form 21 within 15 days from date of change
D8	Commencement of business	All public companies	Section 19	After acceptance  & registration of documents u/s 19(d) and/or 19(e)	·         Declaration on From 23, along with statement in lieu of prospectus by pubic unlisted companies ·         Declaration on Form 22 along with prospectus and other returns/ documents by listed companies
D9	Statutory meeting	All public companies having share capital	Section 131	Within 180 days from date at which company is entitled to commence business or within 09 months from incorporation whichever  earlier	Certified copy of statutory report on Form 25, along with report of auditors at least 21 days before meeting. Note:- If first AGM is decided to be held earlier, no statutory meeting shall be required
D10	Increase in authorized capital	All companies having share capital	Sections 85	Within 15 days from passing of special resolution	Form 7 and Form 26 within 15 days from passing of special resolution along-with amended copy of Memorandum & Articles of Association
D11	Share transfer return	Private Companies or public unlisted companies	Section 74/76	Within 15 days from the registration of transfer	Form 3A along with all the documents as required in terms of Rule 12 B of the Companies (General Provisions & Forms) Rules, 1985
D12	Further allotment of shares	All companies	Sections 70 and 83	·      Letter of offer u/s 83(3) deliver simultaneously ·       Return of allotment within 45 days	·         Form 3-B simultaneously before it is sent to shareholders ·         Form 3 within 45 days from allotment of shares along with auditor report or where it is not mandatory to appoint an auditor, from a practicing CA or CMA.
D13	Registration/  modification of mortgage or charge or pledge	All companies	Section 100, 106, 448	·       Within 30 days of creation / modification	·         Form 10 / Form 16 along with verified copy of charge creating/ modification instruments ·         Affidavit
D14	Satisfaction of mortgage or charge or pledge	All companies	Section 109, 448	·       Within 30 days of satisfaction	·         Form 17 along with along with memorandum of satisfaction of mortgage or charge and NOC on behalf of mortgage/ charge holder.
D15	Alteration in the principal line of business	All companies	Section 32	·       Passing of special resolution	·         Form 26 along-with amended copy of memorandum of association.
D16	Beneficial ownership	Companies having beneficial ownership in a foreign company	Section 452 (4)	To be filed along with annual return	Annexure-II notified vide SRO 446 (1)/2017 dated 21-06-2017

DISCLAIMER: This blog is intended to facilitate the users in enabling them understand statutory responsibilities of a company. The text cited herein is meant to serve merely as a guideline and is not a substitute to the bare provisions of law.

Post Incorporation Statutory Filing by Company

Users are advised to consult the Companies Act, 2017 and subordinate rules and regulations for a comprehensive understanding of the statutory obligations of the company under these laws.

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