A Comprehensive Overview of Form C for Pakistani Businesses: Purpose, Filing Process, and Compliance

Introduction

In Pakistan’s regulatory framework, various forms are required to be filed with the Securities and Exchange Commission of Pakistan (SECP) to ensure transparency, statutory compliance, and accurate corporate recordkeeping. One such important document is Form C, a statutory return that relates to the return of allotment of shares.

Form C is crucial for recording any allotment of shares—whether at the time of incorporation, during capital expansion, or in cases of bonus or rights issues. This comprehensive guide explores the purpose, content, filing procedure, and compliance requirements for Form C, helping company directors, secretaries, entrepreneurs, and compliance professionals understand how and when to file this document correctly.

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What is Form C?

Form C is a statutory return required to be filed with SECP under the Companies Act, 2017, specifically in reference to Section 70, which governs the return of allotment of shares.

This form provides detailed information about:

• The allotment of new shares by a company

• The identity of shareholders

• The number and type of shares issued

• The consideration received

It ensures that the company’s share capital is accurately reflected in the public registry and corporate records.

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Legal Foundation

Applicable Law:

• Companies Act, 2017

• Section 70: Return of Allotments

• Companies (General Provisions and Forms) Regulations, 2018

As per Section 70, a company is legally required to file Form C within 45 days of any allotment of shares.

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When is Form C Required?

You must file Form C whenever the company allots new shares to any shareholder under the following circumstances:

Note: Transfer of existing shares does not require Form C. That would require Form 29 and an updated shareholder register.

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Who Must File Form C?

The filing is the responsibility of:

• Company Secretary

• Chief Executive Officer

• Authorized legal representative or director

It must be filed through SECP’s eServices portal by a registered company with an NTN and valid digital certificate.

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Key Components of Form C

The following details must be included:

1. Name of Company

2. Incorporation Number and NTN

3. Date of Allotment

4. Shareholder Details

   • Name, CNIC/Passport, and address

5. Class of Shares Issued

   • Ordinary, Preference, Redeemable, etc.

6. Number and Face Value of Shares

7. Total Consideration (if any)

8. Payment Mode

   • Cash, non-cash, or other consideration

9. Board Resolution Details

10. Certificate Numbers (if applicable)

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Step-by-Step Filing Procedure for Form C

Step 1: Prepare Internal Approvals

• Hold a board meeting to approve the share allotment

• Pass a board resolution authorizing the issuance

• Update the register of members

Step 2: Log in to SECP eServices Portal

https://eservices.secp.gov.pk

Use your company’s e-portal credentials (registered with SECP).

Step 3: Select “Statutory Filing” → “Form C”

Navigate to:

Company Filings → Statutory Returns → Form C – Return of Allotment

Step 4: Fill Out the Online Form

Provide the required information as per board resolution and share certificates.

Step 5: Upload Supporting Documents

• Certified copy of the board resolution

• Copies of share application forms

• Evidence of payment received (bank receipt, agreement, etc.)

Step 6: Pay SECP Filing Fee

• Fee depends on share capital and company size (usually PKR 1,000–3,000)

• Use challan form or pay through designated banks

Step 7: Submit Form C

Once submitted, you’ll receive a Tracking ID and confirmation email. SECP will process and update the company’s public record.

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Importance of Timely and Accurate Filing

Timely submission of Form C is not just a compliance matter—it serves broader governance and transparency goals.

Benefits:

• Ensures accurate share capital structure on record

• Legally establishes ownership of new shareholders

• Assists in audit and valuation procedures

• Facilitates due diligence for investors or buyers

• Avoids regulatory penalties and show-cause notices

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Penalties for Late or Non-Filing

As per Section 70 of the Companies Act, 2017:

• Fine of up to PKR 50,000 for the company

• Additional PKR 500 per day of default

• Possible inspection or investigation by SECP

Moreover, banks and tax authorities may question discrepancies in shareholding, impacting financial credibility.

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Common Mistakes to Avoid

• Failing to file Form C after issuing shares

• Not updating shareholder registers in parallel

• Filing with incorrect dates or values

• Issuing shares without board resolution

• Not disclosing non-cash consideration properly

• Forgetting to mention share certificate serial numbers

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Form C vs Form A vs Form 29

Understanding these differences is essential for full compliance.

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Foreign Investment and Form C

If shares are allotted to foreign nationals or foreign companies, additional steps are required:

• Report to State Bank of Pakistan (SBP) via the designated bank

• File F-43 Form with SBP (Foreign Exchange Manual)

• Disclose foreign remittance or investment evidence in Form C

Failure to disclose foreign shareholding properly can lead to SBP penalties or compliance delays.

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Real-Life Example

Case: Tech Startup Raises Investment from Angel Investor

• The startup allots 5,000 ordinary shares to a UAE-based investor

• Board meeting held and Form C filed within 30 days

• SECP approves the allotment; share register updated

• SBP informed via bank with F-43 form

• Startup later uses this record for due diligence with Series A investors

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Role of Compliance Consultants like Sterling.pk

Filing Form C may seem straightforward, but small errors can lead to penalties or rejection. At Sterling.pk, we assist you with:

• Drafting resolutions and verifying documentation

• Preparing and filing Form C on your behalf

• Ensuring alignment with tax and SBP requirements

• Updating registers and share certificates

• Handling post-submission SECP correspondence

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Tips for Smooth Compliance

• Keep a checklist for every share allotment

• Maintain soft and hard copies of all filings

• Reconcile share certificate serials and registers

• Train staff on eServices portal usage

• File well before the 45-day deadline

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FAQs on Form C

Q1: Is Form C needed if shares are gifted?
Yes, any change in allotment—even non-cash—requires Form C.

Q2: Can one Form C be used for multiple allotments?
Only if allotments were made on the same date. Otherwise, separate forms are required.

Q3: Can I cancel a submitted Form C?
No. However, SECP may allow correction via formal application.

Q4: What if I miss the deadline?
Late filing may be accepted with penalty and an explanation letter.

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Conclusion

Form C is a fundamental filing that ensures a company’s shareholding structure is properly reflected in regulatory records. It’s more than a compliance form—it’s a legal declaration that helps build trust, transparency, and readiness for funding, tax reporting, and audit.

Whether you’re issuing shares to founders, investors, or employees, accurate and timely filing of Form C is essential. Let Sterling.pk assist you in making every allotment compliant and legally robust.