Introduction
The appointment and change of company officers are central to the effective governance and legal compliance of businesses in Pakistan. Whether you’re forming a new company or managing ongoing operations, adhering to the Companies Act, 2017 and the Securities and Exchange Commission of Pakistan (SECP) regulations is crucial when appointing or replacing directors, CEOs, company secretaries, or CFOs.
This guide outlines the procedures, filing requirements, and implications involved in the appointment, removal, or resignation of company officers.
Who Are Company Officers?
Under Pakistani corporate law, company officers include:
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Directors (Executive, Non-Executive, Independent)
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Chief Executive Officer (CEO)
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Company Secretary
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Chief Financial Officer (CFO)
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Legal Advisors (in specific cases)
These individuals are responsible for management, statutory compliance, financial stewardship, and legal representation of the company.
1. Appointment of Directors
Legal Reference: Sections 154–159 of the Companies Act, 2017
Methods of Appointment:
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At Incorporation – Listed in Form A and Memorandum
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By Shareholders – Through an ordinary resolution in a general meeting
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By Board – To fill casual vacancies (in case of death, resignation, or disqualification)
Required Documents:
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Copy of CNIC or Passport
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Consent to Act as Director
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Board Resolution (if appointed by board)
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Form 29 – Filed with SECP within 15 days
Implications:
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Directors bear fiduciary responsibilities and may be held personally liable for regulatory breaches
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Changes in directorship must be timely reported to SECP, banks, and FBR
2. Appointment or Change of CEO
Legal Reference: Section 187 of the Companies Act, 2017
Appointment Process:
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CEO is appointed by the Board of Directors
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Tenure and powers are defined in the Board Resolution
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SECP must be notified through Form 29
Key Considerations:
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CEO is the company’s principal officer and authorized signatory
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Change of CEO affects bank operations, regulatory filings, and legal authority
3. Appointment of Company Secretary
Mandatory for:
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All Public Listed Companies
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Public Unlisted Companies with paid-up capital exceeding Rs. 7.5 million
Appointment Process:
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Must be approved by the Board of Directors
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Qualifications must comply with SECP requirements (lawyer, ICMAP/ICAP member)
Reporting Requirement:
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Notify SECP via Form 29 within 15 days
Implications:
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Responsible for statutory filings, board documentation, and compliance
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Absence or incorrect appointment can lead to regulatory penalties
4. Appointment of CFO
Applicable to:
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All Public Interest Companies
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Companies required under Corporate Governance Rules
Responsibilities Include:
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Financial reporting and audit coordination
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Ensuring compliance with accounting standards and tax laws
Appointment & Filing:
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By Board Resolution
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File via Form 29
5. Removal or Resignation of Officers
Procedures:
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Resignation: Written notice must be submitted and accepted by the Board
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Removal: Requires shareholder resolution (for directors) or board resolution (for officers)
Filing Requirement:
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Update Form 29 within 15 days
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Attach resignation acceptance or removal resolution
Implications:
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Failure to report officer changes can result in penalties, legal complications, or non-compliance status at SECP
6. SECP Filing Requirements
| Form | Purpose | Deadline |
|---|---|---|
| Form 29 | Changes in directors/officers | 15 days |
| Form A/B | Annual company information | Annually |
| Form 28 | Notice of resignation (optional) | As needed |
Filing Portal: SECP eServices Portal
7. Legal and Regulatory Implications
| Scenario | Risk / Consequence |
|---|---|
| Late filing of officer changes | Penalties under Section 510 of Companies Act |
| Unauthorized individuals acting | Legal actions and invalidation of decisions |
| Misreporting in Form 29 | Potential disqualification of directors or penalties |
| Non-compliance during audit | Suspension or show-cause notices by SECP |
8. Best Practices for Compliance
✅ Maintain a corporate officer register
✅ Keep board meeting minutes and resolutions properly documented
✅ File Form 29 immediately after any appointment or cessation
✅ Notify FBR, banks, and other regulators of changes
✅ Confirm that appointments comply with Articles of Association and SECP rules
Conclusion
The process of appointing or changing company officers is more than just administrative—it has legal, operational, and reputational implications. Following SECP procedures carefully and filing updates on time ensures corporate transparency, avoids penalties, and strengthens governance structures. Businesses must take a proactive approach to maintain up-to-date records and regulatory compliance.
Need help with Form 29, board resolutions, or SECP e-filing?
At Sterling Consultancy, we provide end-to-end support for:
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Appointment/removal of officers
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Drafting resolutions and compliance documentation
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Filing with SECP and regulatory bodies
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Updating officer records across banks, FBR, and provincial authorities
