Most of what a Pakistani company owes SECP each year is predictable. The requirements are set out in the Companies Act, the sequence is the same every year, and the dates follow from the company’s own financial year. What causes trouble is rarely the filing itself — it is a threshold applied to the wrong obligation, a first-year rule assumed to be the annual one, or a deadline quoted from guidance that the statute no longer contains.
This article sets out the recurring requirements that matter most, and is careful about the places where the law says less than summaries usually claim. Everything below was read from the current Companies Act, 2017 and the Companies Regulations, 2024; sources are at the end.
Our earlier article on the corporate filings a company owes every year covers the same cycle as a process — who does what, in what order, and where it breaks down. This one is about the requirements and the timing.
The annual compliance cycle at a glance
| Requirement | When it generally arises |
|---|---|
| Hold the annual general meeting | First AGM: within 16 months of incorporation. Later AGMs: within 120 days of the financial year end, and once in every calendar year |
| Lay financial statements before the AGM | Within 120 days of the financial year end |
| File financial statements with the registrar | Within 15 days of the AGM; 30 days for a listed company |
| File the annual return (Form-A) | Within 30 days of the AGM |
| Tell the registrar nothing has changed (Form-24) | Timing requires checking — no period is stated in the Act, the Regulations or the form |
| Appoint the first auditor | Within 90 days of incorporation |
| Tell the registrar of an auditor appointment | Within 14 days of the appointment |
None of these applies to every company. Single member companies are outside the AGM requirement altogether, the financial-statement filing obligation falls away below a capital threshold, and the no-change intimation falls away below a different one. Those thresholds are different numbers doing different jobs, and the sections below take them one at a time.
Annual general meeting
Section 132 sets two different tests, and a company only ever meets one of them at a time.
The first AGM
A company must hold its first annual general meeting within sixteen months of the date of incorporation. That is a generous window, and it is measured from incorporation rather than from any financial year end.
A company incorporated on 10 March 2026 therefore has until 10 July 2027 to hold its first AGM.
Later AGMs
After the first meeting the test changes, and it has two limbs that both have to be satisfied. Section 132(1) requires an AGM “once in every calendar year” and “within a period of one hundred and twenty days following the close of its financial year”.
For a company with a 30 June year end, the 120-day limb means the AGM must be held by 28 October. The calendar-year limb is usually satisfied by the same meeting, but for a company whose financial year ends late in the year the two can pull apart, and the earlier of them governs.
The registrar — the Commission, for a listed company — may extend the AGM date by up to thirty days for a special reason. That is a discretion to be applied for, not a period a company can simply take.
A single member company does not hold an AGM at all. Section 132(4) puts it outside the section.
Annual financial statements
Preparing financial statements and filing them with SECP are two different obligations with two different rules. This section is about the first.
Under section 223 the board must lay the company’s financial statements before the company in the annual general meeting, made up to the close of the financial year. They must be laid within 120 days following the close of the financial year, extendable by the registrar by up to thirty days for a special reason.
The first set has its own rule. Section 223(3) requires the first financial statements to be laid not later than sixteen months after incorporation, and once at least in every calendar year after that. So a newly incorporated company works to the sixteen-month rule for its first cycle and to the 120-day rule thereafter — the same shape as the AGM requirement, which is no accident, because the statements are laid at that meeting.
Whether those statements must be audited is a separate question again. Section 223(5) requires an audit, but its proviso disapplies that requirement for a private company whose paid-up capital does not exceed one million rupees. Section 223 as a whole does not apply to a single member company, except for that audit sub-section.
When financial statements must be filed with SECP
Filing is governed by section 233. Once the audited financial statements have been laid before the AGM and adopted, a copy is filed with the registrar within fifteen days of the meeting — thirty days for a listed company.
Section 233(3) then disapplies the whole filing obligation for a private company whose paid-up capital does not exceed ten million rupees. A great many small private companies therefore prepare financial statements, lay them before an AGM, and file nothing with the registrar.
One point worth flagging, because it is easy to get wrong from older material. Section 234 used to require certain small private companies to file unaudited financial statements. It was omitted by the Companies (Amendment) Act, 2021 with effect from 1 December 2021 and no longer forms part of the Act. Some guidance still in circulation — including material on SECP’s own accounts page — continues to describe companies as required to file unaudited financial statements. Where guidance and the statute differ, the statute governs; if you have been filing on that basis, it is worth confirming the current position rather than assuming either way.
Annual return and company particulars
The annual return records the company’s particulars — directors, chief executive, secretary, auditors, registered office, members and share capital — as they stand on the date of the AGM, or on the last day of the calendar year where no AGM was held or one was held but not concluded.
It is filed on Form-A within thirty days of that date. For a listed company the registrar may extend that period by up to fifteen days for special reasons.
Changes among directors and officers are not part of this annual rhythm. They are filed when the change happens, on Form-9, which is why they are so often the thing that has been missed.
What if nothing has changed? Form-24 explained
This is the requirement most often stated with more confidence than the law supports.
Section 130(5) begins by saying that nothing in section 130 applies to a company where there has been no change of particulars since its last annual return. The annual return itself therefore falls away. The sub-section then adds a proviso: a company other than a single member company or a private company with paid-up capital of not more than three million rupees must still inform the registrar that nothing has changed. That is done on Form-24.
So the duty is real, and for a company above that threshold it is not optional.
What the law does not say is when. The thirty-day period people usually quote comes from section 130(3) — but section 130(5) disapplies the whole of section 130 in a no-change year, and that includes the period. We looked for a period elsewhere and did not find one: not in section 130(5), not in regulation 30 of the Companies Regulations, 2024, and not on Form-24 or in its instructions. The Regulations plainly do state periods when they intend to — Form-A’s own instructions specify thirty days from the close of the calendar year for an inactive company — which makes the silence around Form-24 harder to read as an oversight.
The sensible practical course is to deal with Form-24 at the same time as the annual return would have been filed, since it stands in place of that filing and is anchored to the same dates. But that is a prudent habit, not a statutory deadline, and we do not present it as one. If a date matters to your position, confirm the current filing window with SECP or your adviser rather than relying on a figure carried over from the ordinary annual-return rule.
Audit exemption does not answer every auditor question
Three separate questions get collapsed into one, and they have three different answers:
- Must the financial statements be audited? Section 223(5) — not for a private company with paid-up capital not exceeding one million rupees.
- Must the financial statements be filed with the registrar? Section 233(3) — not for a private company with paid-up capital not exceeding ten million rupees.
- Must the company appoint an auditor? Section 246 — and it contains no exemption keyed to either of those thresholds.
Section 246(1) states the duty in unqualified terms: the first auditor is appointed by the board within ninety days of incorporation, holding office until the conclusion of the first AGM. Section 246(7) treats a failure to appoint within that period as a default the Commission may direct the company to make good, again without carving out companies whose statements need no audit.
Whatever the practical position, the point to take away is that being outside the audit requirement is not, on the face of the Act, the same thing as being outside the appointment requirement. If your company has been treating them as one, that is worth checking on your own facts.
Separately, every company must tell the registrar of any auditor appointment within fourteen days, together with the auditor’s written consent.
First-year obligations that differ from later years
Take a private company incorporated on 10 March 2026:
- First auditor appointed by the board by 8 June 2026 — ninety days after incorporation, and well before anything else falls due.
- First AGM by 10 July 2027 — sixteen months after incorporation.
- First financial statements laid by the same date, subject to the 120-day rule once a financial year has closed.
Now take the same company in a later year, with a financial year ending 30 June 2026:
- AGM by 28 October 2026 — 120 days after the year end.
- Financial statements laid at that meeting.
- Annual return on Form-A within thirty days of the meeting, if particulars have changed.
- Financial statements filed with the registrar within fifteen days of the meeting — but only if paid-up capital exceeds ten million rupees.
The thresholds are worth seeing side by side, because a single company can sit on different sides of each:
- Paid-up capital Rs 800,000 — no audit required, no filing with the registrar, no Form-24 duty. An auditor must still be appointed.
- Paid-up capital Rs 5,000,000 — audit required, no filing with the registrar, Form-24 duty applies in a no-change year.
- Paid-up capital Rs 12,000,000 — audit required, financial statements filed, Form-24 duty applies in a no-change year.
Which companies this covers
This article is written for ordinary companies limited by shares — private companies, single member companies and unlisted public companies — carrying on business in Pakistan.
Listed companies have additional and different obligations under securities law and the listing regulations, and several of the periods above are different for them. So do public-interest companies, banks and other regulated financial institutions, non-banking finance companies, insurers, modarabas, foreign companies and entities under sector-specific regimes. If your company is in one of those categories, the requirements here are a floor rather than a complete picture.
Use the SECP Company Compliance Checklist
Which of these obligations actually applies turns on facts — the company’s class, its paid-up capital, its financial year end, whether particulars have changed, and whether it has held its first AGM yet. That is a poor fit for a static list and a good fit for a few questions.
Our SECP Company Compliance Checklist asks those questions and returns the obligations that apply to the company you describe, with the provision each one comes from. It also covers the event-driven filings that sit outside the annual cycle — changes of registered office, changes among directors and officers, allotments of shares and the beneficial-ownership filings.
Where the law states no period, the checklist shows no date. Form-24 is the clearest example: the obligation is listed, and the timing is flagged as requiring confirmation rather than filled in with a number that is not in the statute.
It sits alongside our other practical tools, and our corporate compliance service is where this work is done properly for a company that would rather it were somebody else’s calendar.
Sources and limitations
The requirements and periods above were read from the operative instruments, not from summaries:
- The Companies Act, 2017 (SECP consolidation): sections 130, 132, 223, 233, 246 and 247, and the footnote recording the omission of section 234.
- The Companies Regulations, 2024 (S.R.O. 201(I)/2024, as amended): the Table of Statutory Forms, regulation 30, and the text and instructions of Form-A and Form-24.
- SECP, Statutory Forms: to confirm which forms are current.
Checked against those sources on 29 August 2026.
This article covers selected common obligations under the Companies Act, 2017. It is not a complete list of everything a company owes SECP, and what applies to a particular company depends on its class, its capital, its financial year and its circumstances. Regulated, listed and sector-specific entities have further requirements. Where a company’s position is uncertain — and the interaction of the three thresholds above is a common place for that — it is worth settling before a deadline rather than after one. Please get in touch if that would help.
This note is general information, not advice on your particular circumstances. Tax law and deadlines change — please confirm the position before acting on it.