Renewal and annual compliance requirements for registered companies in Pakistan

Once a company is registered in Pakistan under the Companies Act, 2017, it must comply with various statutory filing and renewal obligations imposed by the Securities and Exchange Commission of Pakistan (SECP) and Federal Board of Revenue (FBR). These compliance requirements are essential to maintain the company’s legal status, avoid penalties, and ensure operational transparency.

This article outlines the annual and renewal-related requirements for private limited companies, public limited companies, and Section 42 non-profit companies in Pakistan, including filing timelines, penalties for non-compliance, and FBR tax return obligations.

Regulatory Authorities Involved

SECP (Securities and Exchange Commission of Pakistan)

SECP is the corporate regulator responsible for:

• Incorporation and licensing

• Annual filings

• Updating company records

• Monitoring compliance under the Companies Act, 2017

FBR (Federal Board of Revenue)

FBR oversees taxation, including:

• Income tax returns

• Withholding tax statements

• Sales tax filings (if applicable)

• Tax exemption renewals for NPOs

Annual SECP Compliance Requirements

1. Filing of Form A (Annual Return)

Form A must be filed annually by all registered companies, except single-member companies with no change in particulars.

Details included:

• Shareholders’ information

• Shareholding pattern

• Directors and company secretary

• Registered office address

• Paid-up capital

Filing Due Date:

• Within 30 days of the Annual General Meeting (AGM)

• For private companies not required to hold AGM, within 30 days after the end of financial year

2. Filing of Form 29 (Changes in Directors/Officers)

Form 29 must be filed whenever there is any change in the board of directors, CEO, company secretary, auditors, or legal advisors.

Filing Due Date:

• Within 15 days of the change

Even if there is no change during the year, companies are required to file Form 29 annually along with Form A as part of good compliance practice.

3. Audited Financial Statements (if applicable)

Private companies with paid-up capital exceeding Rs. 10 million or turnover exceeding Rs. 100 million must appoint an auditor and file audited financial statements with SECP.

Filing Due Date:

• Within 30 days of AGM approval

• NPOs under Section 42 must file audited accounts annually regardless of capital size

4. License Renewal for Section 42 Companies

Section 42 companies (non-profit) must apply to SECP to renew their license every 3 years.

Documents required:

• Application for renewal

• Latest audited accounts

• Details of activities and projects

• Proof of continued non-profit operations

Filing Due Date:

• At least 30 days before the license expiry

Failure to renew may result in revocation of license or conversion into a for-profit company.

5. Maintenance of Statutory Registers

All companies must maintain the following at their registered office:

• Register of members

• Register of directors

• Register of charges

• Minutes of board and general meetings

These records must be made available to regulators upon request.

Annual FBR Compliance Requirements

1. Filing of Income Tax Return

All companies, regardless of turnover or profit, must file an income tax return every year under the Income Tax Ordinance, 2001.

Filing Due Date:

• September 30 of each year for companies with June 30 financial year-end

• For other year-ends, due within six months of financial year closing

Documents submitted with return:

• Audited financial statements

• Wealth statement (if applicable)

• Tax computation

2. Filing of Withholding Tax Statements (Monthly/Quarterly)

If a company is a withholding agent, it must deduct and deposit applicable tax on:

• Salaries (Section 149)

• Rent (Section 155)

• Contractors/suppliers (Section 153)

• Utility bills (Section 235)

Withholding statements are filed in FBR’s Iris portal.

Filing Due Date:

• Monthly: By 15th of each month

• Quarterly: By 18th of the following month (after end of quarter)

3. Filing of Sales Tax Return (if registered for GST)

Companies registered for sales tax (STRN) must file monthly sales tax returns even if there is no activity.

Filing Due Date:

• By the 18th of each month

• Payment of tax due by 15th of each month

4. Tax Exemption Renewal (For NPOs)

Non-profit organizations approved under Section 2(36) read with Section 100C of the Income Tax Ordinance must renew their exemption certificate every 3 years.

Required Documents:

• Application letter

• Audited accounts

• SECP license copy

• Activity report

• Board resolutions and organizational chart

• Bank account details and donation records

Failure to renew results in loss of exemption status, subjecting the NPO to regular income tax.

Additional Renewals and Registrations

1. EOBI and Social Security Contributions

If the company employs more than 5 people, it must:

• Register with EOBI and pay monthly pension contributions

• Register with Social Security Department for health insurance

2. Renewal of Trade License (if applicable)

Companies operating in regulated industries (e.g., pharmaceuticals, telecom, construction, education) must renew industry-specific licenses with relevant departments annually or as required.

Penalties for Non-Compliance

SECP may also suspend company status, strike off, or initiate legal proceedings for continued defaults.

Compliance Calendar Summary

Conclusion

Annual compliance and renewal requirements are mandatory for all registered companies in Pakistan. Regular filing with SECP and FBR ensures the company remains in good standing, avoids penalties, and builds a reputation of legal and financial integrity. Non-compliance may lead to fines, audit proceedings, or cancellation of licenses and tax benefits.

Companies should maintain a compliance calendar, engage professionals when needed, and invest in proper accounting systems to meet these obligations on time.