Company Secretary Appointment (Pakistan)
BOARD RESOLUTION
APPOINTMENT OF COMPANY SECRETARY
Under Section 187 of the Companies Act 2017
Company: [Company Name]
SECP Registration No.: [Company Registration] | Type: [Company Type]
At a meeting of the Board of Directors of [Company Name] duly held on [Board Resolution Date], the following resolution was passed:
RESOLVED THAT:
1. [Secretary Name], CNIC No. [Secretary CNIC], [Secretary Qualification], membership/bar no. [Membership Number], of [Secretary Address], be and is hereby appointed as Company Secretary of [Company Name] with effect from [Appointment Date], at a monthly remuneration of [Monthly Remuneration].
2. The Company Secretary shall be responsible for: preparation and circulation of board meeting agendas and board papers; recording and maintaining minutes of board meetings and general meetings; maintaining the statutory registers required under Sections 120-130 of the Companies Act 2017; filing all statutory returns with SECP within prescribed deadlines; liaising with SECP, PSX (if applicable), FBR, and other regulatory bodies; and advising the Board on Companies Act 2017 compliance and corporate governance.
3. [SECP Filing].
4. The notice period for resignation or termination is [Notice Period]. Upon cessation, Form 29 shall be filed with SECP within 15 days.
LETTER OF APPOINTMENT
Date: [Appointment Date]
To: [Secretary Name]
Address: [Secretary Address]
Dear [Secretary Name],
We are pleased to confirm your appointment as Company Secretary of [Company Name] (SECP Reg. No. [Company Registration]) with effect from [Appointment Date], on the terms approved by the Board of Directors in the resolution dated [Board Resolution Date], a copy of which is enclosed.
Your monthly remuneration shall be [Monthly Remuneration], payable on the last working day of each month. This appointment is subject to [Notice Period] notice by either party. Your remuneration is subject to income tax under Sections 12-14 of the Income Tax Ordinance 2001 and EOBI contributions under the Employees Old-Age Benefits Act 1976.
Please countersign and return one copy of this letter as acknowledgment of your acceptance of appointment.
Yours sincerely,
For and on behalf of [Company Name]
CEO / Chairman: _________________________ Signature: _________________________ Date: _________________________
ACCEPTANCE BY COMPANY SECRETARY
I, [Secretary Name], CNIC No. [Secretary CNIC], hereby accept appointment as Company Secretary of [Company Name] on the terms set out in this letter and the enclosed board resolution.
Signature: _________________________ Date: _________________________
NOTE: Form 27 must be filed with SECP's Company Registration Office (CRO) in [Appointment City] within 15 days of [Appointment Date], with a copy of this letter, the board resolution, the appointee's CNIC, and professional qualification certificate.
CEO / Chairman (on behalf of Company)
________________
Signature
Company Secretary (Appointee)
________________
Signature
What Is a Company Secretary Appointment (Pakistan)?
A Company Secretary Appointment in Pakistan governs an aspect of the company's affairs, fixing the obligations of directors, shareholders or the company itself.
Section 187 of the Companies Act 2017 requires that the Company Secretary of a public company must be a member of a recognised body of professional accountants (the Institute of Chartered Accountants of Pakistan (ICAP) or the Institute of Cost and Management Accountants of Pakistan (ICMAP)), a member of a recognised body of corporate or chartered secretaries (the Institute of Corporate Secretaries of Pakistan (ICSP)), a barrister or advocate of the High Court entitled to practise in Pakistan, or such other qualified person as the SECP may by notification specify. For private companies, the Companies Act 2017 does not impose the same strict qualification requirements — but the SECP Regulations 2021 require private companies above certain paid-up capital thresholds to appoint a Company Secretary meeting prescribed qualifications.
The Listed Companies (Code of Corporate Governance) Regulations 2019 — applicable to companies listed on the Pakistan Stock Exchange (PSX) — impose additional requirements on the Company Secretary of listed companies. The Company Secretary of a listed company must be a full-time employee of the company (not a part-time appointment), must have direct reporting access to the Board of Directors and the Chief Executive Officer, and must be responsible for: preparing agendas and minutes of board and general meetings; confirming timely filing of statutory returns with SECP and PSX; facilitating communication between the board and shareholders; and advising the board on corporate governance matters. The Company Secretary of a listed company must attend all board meetings under Regulation 13 of the Listed Companies (Code of Corporate Governance) Regulations 2019.
The SECP requires that any change in the Company Secretary of a company be reported to the relevant SECP Company Registration Office (CRO) by filing Form 27 (Notice of Appointment of Directors, Secretary, and Chief Executive) under the Companies (General Provisions and Forms) Rules 2018 within 15 days of the appointment. Failure to file within 15 days results in a penalty under Section 474 of the Companies Act 2017. The Company Secretary's name, CNIC, and professional qualification appear on the SECP company record and are publicly searchable through SECP's online search portal.
The role of the Company Secretary in Pakistan extends well beyond routine filing obligations. Under the Companies Act 2017, the Company Secretary occupies a pivotal position at the intersection of board governance, shareholder rights, and regulatory compliance. Section 186 of the Companies Act 2017 designates the Company Secretary as an officer of the company — meaning the Company Secretary bears personal liability for defaults attributable to officers in default under Section 2(52) of the Act. This personal liability exposure underscores the importance of a formal, documented appointment process that clearly delineates the Company Secretary's authority, reporting lines, and access to the board.
The Institute of Corporate Secretaries of Pakistan (ICSP) — established under an Act of Parliament to promote the profession of corporate secretaries — administers the CS (Corporate Secretary) professional qualification examination programme. The ICSP's Associate (ACS) and Fellow (FCS) designations are recognised by SECP as qualifying credentials for Company Secretaries under Section 187 of the Companies Act 2017. The ICSP maintains a register of practicing Corporate Secretaries in Pakistan — companies appointing ICSP members gain confidence that their Company Secretary is subject to professional conduct standards and continuing professional education requirements.
For companies engaged in sectors regulated by the State Bank of Pakistan (SBP) — such as scheduled banks, development finance institutions, and microfinance banks — the SBP's Prudential Regulations and Corporate Governance Guidelines impose additional requirements on the Company Secretary, including attendance at board risk committee meetings and maintenance of records for SBP inspection. Banks listed on the PSX must also comply with the SBP's Fit and Proper Test Criteria, which are applied to the Company Secretary of a listed bank as an officer of the institution.
When Do You Need a Company Secretary Appointment (Pakistan)?
A Company Secretary Appointment in Pakistan is required in several corporate situations where a company must formally appoint, replace, or confirm a Company Secretary under the Companies Act 2017 and SECP regulations.
A Company Secretary Appointment is needed when a newly incorporated company — private limited or public limited — is establishing its initial corporate structure following incorporation under the Companies Act 2017 and SECP registration. The Companies Act 2017 requires the initial Company Secretary to be identified in the incorporation documents (Form 1 — Declaration of Compliance) and to be formally appointed by the board of directors in its first meeting after incorporation.
A Company Secretary Appointment is required when an existing company's Company Secretary resigns, retires, is removed by the board, or dies — necessitating the appointment of a qualified replacement and the filing of Form 27 with SECP within 15 days. A company must not remain without a Company Secretary beyond the period permitted by the Companies Act 2017.
A Company Secretary Appointment is needed when a private company that has grown above the SECP's paid-up capital threshold — crossing the threshold requiring a qualified Company Secretary — must appoint a qualified Company Secretary for the first time to comply with Section 187 of the Companies Act 2017 and the SECP's related regulations.
A Company Secretary Appointment is required when a company is applying for listing on the Pakistan Stock Exchange (PSX) — the PSX Listing Regulations require confirmation that a qualified Company Secretary has been appointed and that the company's corporate governance structure complies with the Listed Companies (Code of Corporate Governance) Regulations 2019 before listing is approved.
A Company Secretary Appointment is needed when a foreign company registers a branch or subsidiary in Pakistan under the Companies Act 2017 and must appoint a Pakistani-resident Company Secretary responsible for local statutory compliance — SECP filings, tax returns, and regulatory correspondence with the SECP, PSX, and Federal Board of Revenue (FBR).
A Company Secretary Appointment is required when a joint venture company incorporated in Pakistan by two or more sponsors appoints a Company Secretary to manage the administrative and regulatory obligations of the joint venture entity — including board meeting management, shareholder communication, and SECP compliance.
A Company Secretary Appointment is needed when a company in a regulated sector — such as a Non-Banking Finance Company (NBFC) licensed by SECP under the Non-Banking Finance Companies (Establishment and Regulation) Rules 2003, a modaraba company, or an insurance company licensed under the Insurance Ordinance 2000 — appoints or replaces its Company Secretary to confirm compliance with sector-specific governance requirements imposed by SECP's specialised regulatory divisions.
A Company Secretary Appointment is required when a state-owned enterprise (SOE) governed by the State-Owned Enterprises (Governance and Operations) Act 2023 appoints a Company Secretary responsible for implementing the enhanced corporate governance, board effectiveness, and transparency requirements applicable to public sector companies in Pakistan. The SOE Act 2023 mandates that SOEs listed on the PSX or above specified asset thresholds meet governance standards equivalent to listed private sector companies — making the Company Secretary appointment both a legal obligation and a central pillar of the SOE's accountability framework.
What to Include in Your Company Secretary Appointment (Pakistan)
A valid Company Secretary Appointment in Pakistan under Section 187 of the Companies Act 2017 and the Companies (General Provisions and Forms) Rules 2018 must include the following essential elements.
Board Resolution: A formal resolution of the Board of Directors — recorded in a properly convened board meeting or by circular resolution (if permitted by the articles of association) — appointing the named individual as Company Secretary with effect from a specified date. The board resolution must be signed by the chairperson of the meeting and recorded in the minutes book maintained under Section 175 of the Companies Act 2017. For listed companies, the Company Secretary appointment board resolution must be disclosed to PSX under the Continuous Disclosure Requirements.
Appointee's Particulars: Full legal name of the appointed Company Secretary exactly as it appears on their NADRA Computerised National Identity Card (CNIC); CNIC number (13-digit format); residential address; professional qualification (ICAP CA, ICMAP CMA, ICSP Corporate Secretary, or Bar membership); and membership/certificate number of the relevant professional body. For public companies and listed companies, the appointee must demonstrate compliance with Section 187 qualifications before the appointment takes effect.
Scope of Responsibilities: A description of the Company Secretary's duties — including preparation and circulation of board meeting agendas and papers; recording and maintaining minutes of board meetings and general meetings; maintaining the statutory registers (register of members, register of directors, register of charges) under Sections 120-130 of the Companies Act 2017; filing statutory returns with SECP within prescribed deadlines; liaising with SECP, PSX (for listed companies), FBR, and other regulatory bodies; and advising the board on corporate governance, Companies Act 2017 compliance, and SECP regulations.
Remuneration and Benefits: Monthly remuneration in Pakistani Rupees (PKR), any housing allowance, transport allowance, medical benefits, and other emoluments. For listed companies, the Company Secretary's remuneration must be disclosed in the annual report under the Listed Companies (Code of Corporate Governance) Regulations 2019. The Company Secretary is an employee of the company — their remuneration is subject to income tax under Sections 12-14 of the Income Tax Ordinance 2001 and EOBI contributions under the Employees Old-Age Benefits Act 1976.
Notice Period and Termination: The notice period required for resignation or termination — typically one to three months for a Company Secretary position. The Companies Act 2017 requires the company to report the cessation of the Company Secretary's appointment to SECP by filing Form 29 within 15 days. Termination without adequate notice may give rise to a claim for wrongful dismissal under the Industrial and Commercial Employment (Standing Orders) Ordinance 1968 if the Company Secretary is a permanent employee.
SECP Filing Obligation: The board resolution must direct the company to file Form 27 (Notice of Appointment of Directors, Secretary, and Chief Executive) with the SECP's relevant Company Registration Office (CRO) within 15 days of the appointment date. The filing must be accompanied by the appointee's CNIC copy, professional qualification certificate, and the applicable SECP filing fee.
Conflict of Interest Declaration: The appointed Company Secretary must disclose any conflict of interest — whether existing or anticipated — in writing to the board at the time of appointment, under Section 219 of the Companies Act 2017. A Company Secretary who has a material interest in a transaction presented to the board must recuse themselves from the preparation of documents related to that transaction.
Letter of Appointment: A formal letter from the company (signed by the CEO or Chairman of the Board) to the appointed Company Secretary confirming the appointment on the terms approved by the board, enclosing a copy of the board resolution, and inviting the appointee to countersign and return the letter as acceptance. The signed letter serves as the evidence of the appointment contract between the company and the Company Secretary.
Confidentiality Obligations: The Company Secretary regularly handles material non-public information — board deliberations, unannounced financial results, proposed mergers, and regulatory correspondence. The appointment letter should include a confidentiality clause binding the Company Secretary to maintain the confidentiality of boardroom information during and after the term of appointment, consistent with Section 219 of the Companies Act 2017 and the insider trading prohibitions under the Securities Act 2015 (for listed companies). Breach of this obligation may expose the Company Secretary to personal liability for insider trading before the SECP's Enforcement Department.
Indemnity and Insurance: The appointment may include a directors' and officers' (D&O) indemnity from the company — indemnifying the Company Secretary against personal liability arising from acts performed in good faith in the discharge of statutory duties. The Listed Companies (Code of Corporate Governance) Regulations 2019 encourage listed companies to procure D&O liability insurance covering directors and officers including the Company Secretary. The indemnity and insurance provisions protect the Company Secretary when acting under board direction in fast-moving regulatory situations.
Forms-legal.com provides this Company Secretary Appointment (Pakistan) template as a practical starting point for companies appointing a Company Secretary under the Companies Act 2017. The template reflects SECP requirements, the Companies (General Provisions and Forms) Rules 2018, and the Listed Companies (Code of Corporate Governance) Regulations 2019. Companies should engage an advocate or company secretary specialist enrolled at a provincial Bar Council or the Institute of Corporate Secretaries of Pakistan (ICSP) to confirm full compliance.
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Frequently Asked Questions
Under Section 187 of the Companies Act 2017, every public company — whether listed or unlisted — is required to have a Company Secretary. For private limited companies, the requirement depends on the company's paid-up capital: SECP regulations prescribe thresholds above which private companies must appoint a qualified Company Secretary. A single-member company (SMC) incorporated under Section 78 of the Companies Act 2017 is not required to have a separate Company Secretary if the sole member also acts as the director and CEO — but must still maintain statutory records and file returns with SECP. Companies listed on the Pakistan Stock Exchange (PSX) must appoint a full-time Company Secretary under the Listed Companies (Code of Corporate Governance) Regulations 2019 — a part-time or shared Company Secretary does not satisfy the requirement for listed companies. Failure to appoint a Company Secretary where required constitutes an offence under Section 474 of the Companies Act 2017, attracting a penalty on the company and every officer in default.
Under Section 187(2) of the Companies Act 2017, the Company Secretary of a public company in Pakistan must be: a member of the Institute of Chartered Accountants of Pakistan (ICAP) — i.e., a Chartered Accountant (CA); a member of the Institute of Cost and Management Accountants of Pakistan (ICMAP) — i.e., a Cost and Management Accountant (CMA); a member of the Institute of Corporate Secretaries of Pakistan (ICSP) — i.e., a Corporate Secretary (CS); a barrister or advocate entitled to practise before any High Court in Pakistan; or such other persons as the SECP may by notification approve. The SECP has from time to time approved additional qualifications — including holders of an MBA or equivalent qualification with relevant experience in corporate governance. For private companies below the threshold requiring a qualified Company Secretary, the practical requirement is someone with a working knowledge of the Companies Act 2017, SECP filing requirements, and corporate governance principles. The Institute of Corporate Secretaries of Pakistan (ICSP), established under the Companies (General Provisions and Forms) Rules, administers the professional qualification programme for Company Secretaries in Pakistan.
The Company Secretary in Pakistan is responsible for maintaining the following statutory registers and records required by the Companies Act 2017 and the Companies (General Provisions and Forms) Rules 2018: Register of Members (Section 120) — recording all shareholders, their CNIC numbers, addresses, and shareholdings; Register of Directors and Officers (Section 167) — recording all current and former directors, their CNIC numbers, qualifications, and dates of appointment and resignation; Register of Charges (Section 100) — recording all mortgages, charges, and other security interests over the company's assets, with charge holder details; Register of Debenture Holders (Section 120) — for companies that have issued debentures; Minutes Books — recording the minutes of all board meetings and general meetings, which must be maintained at the company's registered office; Shareholders' Attendance Register — for annual general meetings (AGMs) and extraordinary general meetings (EGMs); and Beneficial Ownership Register — recording beneficial owners as required by the SECP's beneficial ownership regulations. All statutory registers must be available for inspection by SECP inspectors under Section 198 of the Companies Act 2017, and by shareholders during normal business hours at the registered office.
The Company Secretary in Pakistan is responsible for managing numerous SECP filings under the Companies Act 2017 and the Companies (General Provisions and Forms) Rules 2018. Key annual filings include: Form A (Annual Return) — due within 30 days of the Annual General Meeting (AGM), listing all shareholders, directors, and the registered office address; audited financial statements — due to be filed with SECP within 30 days of the AGM (for listed companies) or within the period prescribed by SECP for private companies; and the corporate governance statement (for listed companies) required under the Listed Companies (Code of Corporate Governance) Regulations 2019. Event-based filings include: Form 27 (Appointment of Directors, Secretary, CEO) — within 15 days of any appointment; Form 28 (Change of Registered Office) — within 15 days of the change; Form 29 (Cessation of Directors, Secretary, CEO) — within 15 days of any cessation; Form 3 (Alteration to Memorandum) — within 15 days of passing a special resolution to alter the memorandum; and Form 10 (Return of Allotment of Shares) — within 30 days of allotment. All SECP filings are made through the SECP's online filing system (SECP eServices portal) with the applicable filing fee.
A Company Secretary in Pakistan faces both civil and criminal liability for non-compliance with the Companies Act 2017. Under Section 474 of the Companies Act 2017, where a company fails to comply with any provision of the Act — including failure to file statutory returns within the prescribed period, failure to maintain statutory registers, or failure to hold the Annual General Meeting within the required timeframe — every officer of the company in default (which includes the Company Secretary) is liable to a penalty as prescribed in the relevant section. Penalties range from PKR 5,000 to PKR 500,000 per default, with additional daily penalties for continuing defaults. Where non-compliance is fraudulent — for example, making a false statement in a statutory return filed with SECP — the Company Secretary may face criminal prosecution under Sections 478-479 of the Companies Act 2017, which prescribe imprisonment of up to two years and fines. The Listed Companies (Code of Corporate Governance) Regulations 2019 impose additional responsibilities on the Company Secretary of a listed company — failure to fulfil these responsibilities can result in PSX sanctions and SECP enforcement action. Professional indemnity insurance is strongly recommended for Company Secretaries in public and listed companies.
A Company Secretary in Pakistan resigns by giving written notice of resignation to the board of directors of the company, in accordance with the notice period specified in their appointment letter or employment contract — typically one to three months. The resigning Company Secretary should continue to perform their statutory duties during the notice period to avoid personal liability for non-compliance arising during that period. Upon receipt of the resignation letter, the board of directors should formally accept the resignation by board resolution and appoint a replacement Company Secretary. The company is required to file Form 29 (Cessation of Directors, Secretary, CEO) with the relevant SECP Company Registration Office (CRO) within 15 days of the date of cessation, confirming the outgoing Company Secretary's departure and the date thereof. If a replacement has been appointed simultaneously, Form 27 should be filed alongside Form 29. The outgoing Company Secretary should ensure that all statutory registers, minute books, seal, and SECP filing credentials are formally handed over to the incoming Company Secretary or to a designated director before departure.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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