SECP Change of Director Form (Pakistan)

A SECP Change of Director Form in Pakistan sets out the internal rules by which the company is run, governing the powers of directors and the rights of members.

The Securities and Exchange Commission of Pakistan (SECP), established under the Securities and Exchange Commission of Pakistan Act 1997, maintains the central companies register for all companies incorporated in Pakistan under the Companies Act 2017. The SECP register of directors is a public document — banks, government departments, the Federal Board of Revenue (FBR), and commercial counterparties routinely search the SECP register to verify who is authorised to act on behalf of a company. An outdated directors register creates serious operational problems, including rejection of banking mandates, tender documents, and regulatory applications that require current director information.

Section 154 of the Companies Act 2017 prescribes the qualifications and disqualifications for directors of companies registered in Pakistan. A person is disqualified from being a director if they have been convicted of fraud, have been declared an insolvent by a court of competent jurisdiction, have been adjudged of unsound mind, have defaulted in filing returns with the SECP, or are already serving as a director of more than the permitted number of companies under Section 155 of the Companies Act 2017. The Form 29 process includes a declaration by the incoming director confirming they are not subject to any disqualification under Section 154.

The appointment of a director in a private limited company may be made by the board of directors between annual general meetings under Section 159 of the Companies Act 2017, subject to the company's Articles of Association. In a public limited company, directors are generally elected by the members at the Annual General Meeting by a method prescribed in the Companies Act 2017 and the company's Articles. Cumulative voting for directors — which gives minority shareholders greater influence over board composition — is mandatory for public listed companies under Section 159(4) of the Companies Act 2017 and the Listed Companies (Code of Corporate Governance) Regulations 2019.

The removal of a director before the expiry of their term requires a special procedure under Section 163 of the Companies Act 2017 for public companies — ordinary members must give special notice and pass an ordinary resolution at a general meeting. For private companies, removal is typically governed by the Articles of Association and the contractual terms of the director's appointment letter. The resignation of a director takes effect on the date the resignation is accepted by the board and recorded in the minutes, or on the date specified in the resignation letter, whichever is later.

Form 29 must be filed for changes involving directors, chief executive officers, company secretaries, and — in the case of companies with a chief financial officer (CFO) required under Section 195 of the Companies Act 2017 — the CFO as well. The form requires the CNIC details of incoming directors (or passport details for foreign nationals), their addresses, and declarations of non-disqualification. The SECP's eServices Portal allows electronic filing of Form 29 with digital authentication.

A SECP Change of Director Form (Form 29) in Pakistan must be filed within 15 days of any change in the company's directors, chief executive, or company secretary — the notification requirement under Section 167 of the Companies Act 2017 is mandatory and cannot be waived.

The form is needed when a company appoints a new director — whether to fill a casual vacancy created by resignation or death, to increase the number of directors, or to replace a director whose term has expired. The board resolution appointing the new director must be passed before Form 29 is filed.

The form is required when a director, chief executive, or company secretary resigns from the company. The resignation takes effect in accordance with the Articles of Association and the resignation letter, and Form 29 must be filed within 15 days of the effective resignation date with the outgoing director's details and the date of cessation.

The form is needed when the board removes a director under Section 163 of the Companies Act 2017 — either under the articles of association for private companies or by members' ordinary resolution for public companies. The removal must be documented by board minutes or general meeting minutes, and Form 29 filed to update the SECP register promptly.

Form 29 is required when the chief executive officer changes — whether by appointment after a vacancy, resignation of the incumbent CEO, or removal by the board under Section 188 of the Companies Act 2017. The CEO's details must be separately notified as they hold a distinct statutory position from ordinary directors.

The form is needed when a company secretary is appointed for the first time — companies with paid-up capital above the threshold prescribed by the SECP are required by Section 192 of the Companies Act 2017 to have a qualified company secretary, and the appointment must be notified on Form 29. Changes in company secretary — appointment of a new secretary or removal of the existing one — likewise require Form 29.

Form 29 is also required when a director's personal particulars change — such as a change of residential address — that must be reflected in the SECP register. The SECP uses the register of directors as a primary source of director contact information for enforcement, inspection, and investigation purposes under Section 195 of the Companies Act 2017.

A valid SECP Change of Director Form (Form 29) in Pakistan under Section 167 of the Companies Act 2017 must contain the following essential elements to be accepted and processed by the SECP Companies Registry.

Company Identification: The company's full registered name as it appears in the SECP companies register, the SECP company incorporation number, and the date of incorporation. Errors in company identification cause the form to be rejected.

Nature of Change: A clear indication of the type of change being notified — appointment of a new director/chief executive/company secretary, resignation, removal, or change of personal particulars. Form 29 under the Companies (General Provisions and Forms) Regulations 2018 provides separate sections for each type of change, and the correct section must be completed.

Details of Outgoing Officer: For resignation or removal — the full name, CNIC number, designation (director, CEO, company secretary), and the effective date of cessation. The date of cessation must be consistent with the board minutes, resignation letter, or general meeting resolution.

Details of Incoming Officer: For appointment — the full legal name exactly as on the NADRA CNIC, father's name, CNIC number (13-digit: XXXXX-XXXXXXX-X), residential address, nationality, date of birth, and date of appointment. For foreign national directors — passport number, nationality, and passport expiry date in lieu of CNIC.

Declaration of Non-Disqualification: The incoming director, chief executive, or company secretary must sign a declaration confirming they are not disqualified under Section 154 of the Companies Act 2017 — specifically that they have not been convicted of fraud, are not an undischarged insolvent, have not been adjudged of unsound mind, and are not already serving beyond the permitted number of directorships under Section 155 of the Companies Act 2017.

Board Resolution Reference: The date of the board meeting at which the appointment was made or the resignation/removal was accepted, the resolution number, and the name of the chairman of the meeting. A certified copy of the relevant board resolution may be required as an attachment, particularly for paper filings at SECP Regional Offices.

Authorised Signatory: Form 29 must be signed by a director or company secretary currently in office (not the person being appointed or removed). The signatory's name, CNIC, designation, and date of signing must be provided.

Filing Fee: The filing fee prescribed under the Companies (General Provisions and Forms) Regulations 2018 — payable through the SECP eServices Portal or at an authorised bank branch. Late filing attracts a default surcharge that increases with the length of delay.

Consistency with Articles of Association: The board resolution and the Form 29 must be consistent with the company's Articles of Association regarding the minimum and maximum number of directors, the process for appointment and removal, and any restrictions on who may serve as a director. Inconsistency with the Articles is grounds for SECP rejection of the filing.

Forms-legal.com provides this SECP Change of Director Form template as a preparation tool for Pakistan companies. The template reflects Section 167 of the Companies Act 2017 and the Companies (General Provisions and Forms) Regulations 2018. Electronic filing through the SECP eServices Portal is strongly recommended, and a qualified company secretary who is a member of the Institute of Corporate Secretaries of Pakistan (ICSP) should be engaged for complex board restructuring situations.

Additional compliance elements for a SECP Change of Director Form (Pakistan) used in Pakistan include: Under Pakistani law, the Constitution of Pakistan 1973 is the supreme law. The Contract Act 1872 governs contractual obligations. The Federal Board of Revenue (FBR) administers tax under the Income Tax Ordinance 2001. The High Courts have original and appellate jurisdiction. The National Database and Registration Authority (NADRA) handles identity documentation. The Federal Shariat Court reviews laws for Islamic compliance. Forms-legal.com provides this template as a starting point for Pakistan-compliant documentation.