Introduction
The Memorandum of Association (MOA) is a foundational legal document for any company registered under the Companies Act, 2017 in Pakistan. It defines a company’s name, objectives, authorized capital, registered office, and liability structure. Over time, companies may need to alter their MOA to reflect strategic changes—such as a change in business scope, capital structure, or registered address. Such alterations are formally filed with the Securities and Exchange Commission of Pakistan (SECP) using Form 5.
This article provides a step-by-step guide to altering your MOA, the use of Form 5, and the legal implications of such changes.
When Is Alteration of MOA Required?
Companies typically alter their MOA for the following reasons:
| Type of Alteration | Example |
|---|---|
| Change in company name | From “XYZ Traders (Pvt) Ltd.” to “XYZ Group Ltd.” |
| Change in registered office | Shifting office from Lahore to Karachi |
| Amendment to business objectives | Adding import/export or fintech services |
| Increase in authorized share capital | Raising capital to issue new shares |
| Change in liability clause | Revising terms of members’ liability |
Legal Basis and Filing Authority
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Governed by Sections 32 to 39 of the Companies Act, 2017
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Filed through the SECP eServices Portal
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Requires board resolution and sometimes shareholder approval depending on the type of change
What is Form 5?
Form 5 is the official form prescribed by SECP for notifying any alteration to the Memorandum of Association.
It must be:
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Submitted online via SECP eServices Portal
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Accompanied by relevant resolutions, amended MOA, and payment of fees
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Filed within 15 days of passing the resolution (unless otherwise stated)
Step-by-Step Procedure to Alter MOA Using Form 5
Step 1: Board Resolution
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Convene a board meeting and pass a resolution to propose alteration
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For certain changes (e.g., business objectives), a special resolution at a general meeting may be required
Step 2: Draft Amended MOA
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Reflect the proposed changes in the revised version
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Clearly mark the altered clauses or attach a copy with changes highlighted
Step 3: Log in to SECP eServices
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Use the company’s login credentials
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Go to “Change in Company Particulars” → “Alteration in Memorandum”
Step 4: Fill and Submit Form 5
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Complete the form with relevant changes
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Upload the following:
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Certified copy of board/shareholder resolution
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Revised MOA
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Authority letter (if filed by consultant)
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CNIC copies of directors (if applicable)
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Step 5: Pay the Fee
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Pay the prescribed fee based on company status and share capital
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SECP may generate a challan or accept online payment
Step 6: Acknowledgment and Certificate
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Upon approval, SECP issues a Certificate of Change or Updated MOA
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Maintain this for statutory record and future reference
Filing Deadlines and Fees
| Action | Deadline | Penalty for Delay |
|---|---|---|
| Filing Form 5 | Within 15 days | Late filing fee + possible penalties |
| Publishing special resolution (if any) | Within 30 days | Non-compliance may nullify the change |
Note: The fee varies based on authorized capital and company type (private, public, SMC).
Legal and Compliance Implications
| Alteration Type | Regulatory Impact |
|---|---|
| Name change | New incorporation certificate issued |
| Objective change | May require new licenses/approvals |
| Capital increase | May trigger stamp duty or filing of Form 7 |
| Registered office change | May affect jurisdiction of SECP/Tax authorities |
Failure to properly file Form 5 can result in:
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Rejection of change request
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SECP penalties under Section 510
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Possible legal consequences during audits, contracts, or litigation
Best Practices
✅ Consult a corporate lawyer or company secretary before making changes
✅ Keep board minutes and shareholder resolutions well documented
✅ Cross-check alignment of Articles of Association with new MOA
✅ Update FBR, banks, chambers, and tax authorities after SECP approval
✅ Inform key stakeholders (vendors, clients, partners) of material changes
Conclusion
Altering your Memorandum of Association using Form 5 is a structured legal process that requires accurate documentation and timely SECP filings. Whether you’re expanding your business scope, increasing share capital, or relocating your registered office, a compliant approach ensures smooth business continuity and legal standing.
Need help filing Form 5 or amending your company’s MOA?
At Sterling Consultancy, we provide expert assistance in:
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Drafting board/shareholder resolutions
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Preparing and submitting Form 5
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Revising MOA and coordinating with SECP
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End-to-end compliance for corporate changes
