Form 25 – Consent to Act as Director in Pakistan

What is Form 25?

Form 25 is a statutory document required by the Securities and Exchange Commission of Pakistan (SECP). It is used when a person agrees to become a director of a company. This form serves as written consent by the individual, confirming that they are willing to act as a director and meet the eligibility requirements under the Companies Act, 2017.

Whenever a new director is appointed, they must sign and submit Form 25 to the company, and the company must then file it with SECP. Without this consent form, the appointment of a director is considered incomplete.

Who Needs to S ubmit Form 25?

Form 25 is mandatory for every individual who is appointed as a director in a company registered in Pakistan. This includes:

• New directors appointed by the board

• Directors appointed through election in an Annual General Meeting (AGM)

• Directors appointed in case of casual vacancies

• First-time directors at the time of company incorporation

Whether it is a public limited company, private limited company, or single-member company, Form 25 must be filed every time a director is appointed.

Why is Form 25 Important?

Form 25 provides legal proof that the person has willingly accepted the position of director. It ensures transparency and accountability, and it protects the company from appointing someone without their knowledge or consent.

It also confirms that the individual meets the legal qualifications to act as a director under the Companies Act, 2017, including:

• Not being a minor

• Not being of unsound mind

• Not being disqualified due to fraud or bankruptcy

• Having a valid CNIC or passport

• In case of a foreign national, having valid travel documents

By filing Form 25, companies show SECP that their board of directors is properly formed and legally valid.

What Information is Required in Form 25?

Form 25 is a simple declaration form but must be filled accurately. The following details are typically required:

• Full name of the individual

• CNIC number or passport number

• Father’s or husband’s name

• Residential address

• Nationality

• Name of the company in which the appointment is made

• Position/designation (Director)

• Signature of the person giving consent

• Date of signing

It must be signed and dated by the individual before submission.

When and How to File Form 25 with SECP?

Form 25 should be filed along with Form 29, which is the notice of change in directors or officers. Both forms must be filed within 15 days of the director’s appointment.

Here’s how the process works:

1. Company passes a resolution to appoint the new director

2. The individual signs Form 25 (consent to act as director)

3. Company prepares Form 29 and attaches Form 25

4. Both forms are submitted through SECP’s e-Services portal

5. The applicable fee is paid via challan

6. SECP acknowledges successful submission

Manual submission can also be done by visiting the Company Registration Office (CRO), but online filing is quicker and preferred.

Fee for Filing Form 25

There is no separate fee for Form 25 itself, but it is submitted along with Form 29. The fee for Form 29 depends on the company type and authorized share capital. A challan is generated through the SECP portal and must be paid before final submission.

Consequences of Not Filing Form 25

Failing to file Form 25 can result in:

• The director’s appointment being considered invalid

• Penalties or fines for non-compliance

• Issues during audits or regulatory checks

• Difficulty in opening or updating corporate bank accounts

• Legal complications in case of board disputes

To avoid these problems, always ensure that Form 25 is properly signed and submitted within the deadline.

Common Scenarios for Filing Form 25

• During company incorporation, for all initial directors

• When a new director joins after resignation or removal of another

• If a director is elected during an AGM

• In case of reappointment or change in company structure

• When an alternate director is appointed temporarily

Quick Tips for a Smooth Filing

• Always collect Form 25 before proceeding with Form 29

• Double-check CNIC or passport details

• Ensure the person is not legally disqualified

• Maintain signed copies for company records

• File within 15 days to stay compliant

In Summary

Form 25 is a vital compliance document under SECP regulations in Pakistan. It confirms that a new director has given their consent and is legally eligible to take up the role. Whether you’re starting a new company or updating your board, make sure Form 25 is signed, attached with Form 29, and filed with SECP on time. Staying on top of these formalities protects your business from legal troubles and ensures transparency in corporate governance.