Initial Decision and Board Resolution


Legal Requirements for Changing a Company’s Address in Pakistan

Changing a company’s registered address in Pakistan is a procedure that must comply with the statutory requirements under the Companies Act, 2017. The process involves a series of steps that need to be carefully followed to ensure legal compliance and proper registration of the new address with the Securities and Exchange Commission of Pakistan (SECP).

Initial Decision and Board Resolution

The process starts within the company itself, where the need for an address change is recognized. A formal meeting of the board of directors is convened to discuss and authorize the change of the company’s registered address. During this meeting, a board resolution is passed, specifying the new address and the reasons behind the move. This resolution is a legal requirement and serves as the formal decision-making document for the process.

 Special Resolution and General Meeting (if required) 

If the change of address also means a change in the jurisdiction of the registrar (from one province to another), a special resolution must be passed. This may require convening an extraordinary general meeting (EGM) or annual general meeting (AGM) where shareholders approve the change of address by a three-fourths majority.

 Preparation of Documentation

Following the board’s approval, the company must prepare the necessary documentation, including:

– A certified copy of the board resolution or special resolution.

– Form 21 (Notice of Change of Registered Office), which must be filled out accurately, detailing the new address and the effective date of the change.

– Supporting evidence of the new address, such as a lease agreement, ownership documents, or utility bills in the company’s name.

 Notification to the SECP

The company must notify the SECP within 28 days of the board resolution. This is done by submitting Form 21 through the SECP’s e-Services online portal. All supporting documents must be uploaded, and the appropriate filing fee must be paid. The portal is designed to facilitate the electronic submission of documents and ensure a streamlined process.

 Publication of Change of Address

In some cases, the company may be required to publish a notice of the change of address in at least one English and one Urdu newspaper, ensuring that the public and all stakeholders are informed of the new location.

 Notification to Other Authorities

The company should also inform other relevant authorities about the change in registered address. This includes:

– The Federal Board of Revenue (FBR) for tax purposes.

– The respective provincial revenue authority if applicable.

– The Chamber of Commerce and Industry.

– Banks and financial institutions with which the company has dealings.

– Any other regulatory bodies that govern the company’s operations.

Updating Company Records

Following the SECP’s acknowledgment of the change of address, the company must update all its official records, letterheads, websites, and any other place where the previous address is mentioned. This is important to maintain consistency and ensure all stakeholders are aware of the new address.

Compliance Check

After the submission, the SECP will conduct a compliance check to verify that all legal requirements have been met and that the new address is valid. This may involve cross-referencing the provided information with other government records.

 Confirmation and Certificate of Change of Address

Once the SECP is satisfied that the change of address complies with the legal requirements, it will confirm the change and update the company’s public records. The SECP will then issue a certificate reflecting the change of registered address, which serves as conclusive evidence of the change.

Ongoing Compliance

The company must ensure that all future correspondence, filings, and legal documents reflect the new registered address. Additionally, it is the company’s responsibility to monitor any further legal obligations that may arise as a result of the address change.

By adhering to these steps, a company in Pakistan can ensure that the change of its registered address is executed smoothly, in compliance with the legal requirements, and with minimal disruption to its operations. It is advisable for companies to consult with legal advisors or professionals to navigate the process efficiently.