Introduction
Directors are the decision-makers and fiduciaries of a company. Over time, businesses may need to appoint new directors, remove existing ones, or update their board composition due to resignations, strategic changes, disqualifications, or compliance requirements. In Pakistan, such changes are regulated by the Companies Act, 2017 and must be properly recorded with the Securities and Exchange Commission of Pakistan (SECP) using Form 29.
Whether you are running a private limited, public limited, or single-member company, this step-by-step guide explains the entire process of changing directors, including legal requirements, shareholder approvals, SECP filings, required documents, and timelines.
1. Legal Framework for Director Changes in Pakistan
Director changes are governed by:
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Companies Act, 2017
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Sections 153 to 172 (appointment, removal, disqualification)
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Companies (General Provisions and Forms) Regulations, 2018
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SECP Circulars and notifications
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Memorandum and Articles of Association (MoA & AoA) of the company
These provisions ensure that all director changes are transparent, traceable, and compliant with corporate law.
2. Types of Director Changes
| Type of Change | Description |
|---|---|
| Appointment | Adding a new director to the board |
| Resignation | A director voluntarily steps down |
| Removal | A director is removed through shareholder resolution |
| Casual Vacancy | Filling a vacancy due to resignation, death, or removal |
| Reappointment | Extension after term expiry or retirement by rotation |
3. Who Can Be Appointed as a Director?
To be eligible, an individual must:
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Be a natural person
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Be 18 years or older
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Not be disqualified under Section 153 of the Companies Act, 2017
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Possess a valid CNIC/NICOP/passport
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Not be a minor, insane, undischarged insolvent, or convicted of fraud
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Not hold more than seven directorships in listed companies (unless exempted)
For listed companies, independent directors must meet SECP’s fit and proper criteria.
4. Step-by-Step Guide to Changing Directors
Step 1: Check Your Company’s Articles of Association
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Verify procedures for director appointment/removal
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Determine whether shareholder approval, board resolution, or both are required
Step 2: Call a Board Meeting
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Pass a board resolution to propose:
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Appointment of a new director
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Acceptance of resignation
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Calling an Extraordinary General Meeting (EGM) if required
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Sample Board Resolution:
“Resolved that Mr. A is hereby appointed as Director of XYZ (Pvt.) Limited, effective from [Date], and Form 29 shall be filed accordingly with SECP.”
Step 3: Obtain Written Consent of the New Director
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The new director must sign a consent to act as director (Section 167)
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Submit CNIC/NICOP/passport copy and contact information
Step 4: Conduct General Meeting (If Applicable)
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Required for public companies or if AoA mandates shareholder approval
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Pass an ordinary resolution for director appointment or removal
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Maintain minutes of meeting and attendance records
Step 5: Prepare and Submit Form 29
Form 29 is the official notice of change in directors or officers. It must be submitted to SECP via eServices.
How to File Form 29:
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Login at https://eservices.secp.gov.pk
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Select “Statutory Filings” → “Form 29 – Change in Officers”
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Enter details of:
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Incoming or outgoing director
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Designation (e.g., CEO, Director, CFO)
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CNIC/passport number
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Residential address and nationality
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Date of change
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Attach:
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Board resolution / meeting minutes
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Resignation letter (if applicable)
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Signed consent of new director
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CNIC copy of director
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Pay filing fee (ranges from PKR 500 to 2,000)
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Submit digitally using your NIFT Digital Signature
5. Timeline for Filing Director Changes
| Type of Change | Deadline for Filing Form 29 |
|---|---|
| Appointment or Resignation | Within 15 days of change |
| Removal | Within 15 days |
| Reappointment | Within 15 days |
| Casual Vacancy | Within 15 days |
Failure to file within time can result in penalties and legal consequences.
6. Additional Considerations for Public and Listed Companies
| Requirement | Public Company | Listed Company |
|---|---|---|
| Filing of Form 29 | ✅ Yes | ✅ Yes |
| Shareholder approval mandatory | ✅ Yes | ✅ Yes |
| Independent director required | ❌ No | ✅ Yes |
| Notification to PSX | ❌ No | ✅ Yes |
| Director rotation rules | Optional | Mandatory |
Listed companies must also comply with:
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Code of Corporate Governance
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SECP’s Fit and Proper Criteria for directors
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Mandatory training requirements (for independent directors)
7. Resignation of a Director – Required Steps
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Director submits resignation letter to the Board
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Board records resignation via resolution
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Update Form 29 with the effective date of resignation
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No need for shareholder approval unless AoA states otherwise
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Send formal acceptance to the resigning director
8. Removal of a Director – Legal Process
Under Section 163 of the Companies Act, 2017:
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Directors can be removed by passing an ordinary resolution at a general meeting
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Director must be given reasonable notice and opportunity to respond
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Board must then file Form 29 with SECP
9. Sample Resolutions and Templates
A. Appointment Resolution
“Resolved that Mr. Ali Khan be and is hereby appointed as Director of the Company with effect from May 1, 2025.”
B. Resignation Acknowledgment
“Resolved that the Board accepts the resignation of Ms. Sara Ahmed as Director of the Company, effective from April 30, 2025.”
C. Shareholder Resolution for Removal
“Resolved that Mr. Kamran Iqbal is hereby removed from the Board of Directors under Section 163 of the Companies Act, 2017.”
10. Common Mistakes to Avoid
| Mistake | Consequence |
|---|---|
| Late filing of Form 29 | Penalty up to Rs. 500 per day |
| No digital signature during submission | Filing not accepted |
| Appointing a disqualified individual | Nullifies appointment |
| Not updating SECP after resignation | Non-compliance, legal liability remains |
| No supporting documents attached | Form rejected by SECP |
11. Penalties for Non-Compliance
Under the Companies Act, 2017:
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Failure to file Form 29 within the timeline: Fine up to PKR 100,000
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Providing false information: Criminal liability and prosecution
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Continuing to act as a director after disqualification: Legal action
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Not recording changes in Articles or MoA (if relevant): Company may be penalized
12. Director Change in Section 42 Companies
Non-profit companies (licensed under Section 42) must:
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Seek SECP approval before major board changes
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Ensure compliance with license terms and conditions
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File Form 29 within 15 days
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Notify trustees, donors, and other stakeholders
13. Director Change in Single Member Companies (SMCs)
SMCs must appoint a nominee director and declare it in Form 29:
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The sole member may act as director
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In case of death, the nominee becomes director temporarily until legal heir steps in
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Updates must be filed promptly with SECP
14. Frequently Asked Questions (FAQs)
Q1: Can a foreign national be appointed as a director?
Yes, provided they have valid passport identification and fulfill all eligibility requirements.
Q2: Is it necessary to amend Articles for every director change?
No, unless your Articles contain restrictive provisions requiring amendment.
Q3: Can a director be appointed without being a shareholder?
Yes, unless your Articles specify that only shareholders can be directors.
Q4: How many directors can a private company have?
Minimum 1; no statutory maximum, but should be practical and in line with AoA.
Q5: Can SECP reject a director appointment?
Yes, if the individual is disqualified, blacklisted, or form is incomplete.
15. How Sterling.pk Can Help
At Sterling.pk, we offer:
✅ Drafting of resolutions and director consent forms
✅ Complete Form 29 preparation and SECP filing
✅ Due diligence on director eligibility
✅ Filing of resignation, removal, and reappointment cases
✅ Assistance with SECP eServices and digital signatures
✅ Advisory for public, listed, and Section 42 companies
We ensure legal compliance, timely filings, and error-free SECP submissions.
Conclusion
Changing directors is a common and necessary part of corporate governance, whether due to succession planning, growth, or restructuring. However, non-compliance with SECP procedures can expose companies to legal penalties and operational risks.
By understanding the process and filing requirements—and with the support of Sterling.pk—you can manage director changes smoothly, legally, and without delay.
