SECP Form A (Annual Return)

What is SECP Form A?

Form A is one of the most regularly filed SECP Forms. Form A shows the status of the company as of a particular date as a snapshot of the status.

Form A SECP is the document that every company has to file as an annual return under the Company law other than those whose particulars have not changed. Under the old regulations, different forms were prescribed as the annual return. However, under the new regulations all companies, including inactive companies (who used to file Form D) are to file Form A.

An exception to file Form A is for those companies whose particulars have not changed since the last annual return. Such companies are required to file Form 24 instead of Form C.

Another significant change regarding the annual return of companies is the abolishment of Form B which we will discuss below.

When SECP Form A is due?

Since Form A is the annual return of a company, it is filed once a year. A company is required to hold its annual general meeting (AGM) within 120 days of the close of the financial year. In such a case, the company must file Form A within 30 days of the AGM. Failure to file Form A within the prescribed time may attract additional filing fees and a penalty.

On the other hand, if a company does not hold an AGM in a calendar year, it still has to file Form A. In this case, Form A will be filed within 30 days of the end of the calendar year to avoid additional fees and penalties.

Time to file SECP Form A

The time allowed to file Form A is 30 days. If the company holds AGM, the form will be filed within 30 days from the date of the AGM. For example, if the financial year of a company closes on 30th June, it must hold AGM by 28th October and file Form A by 28th November. Companies with a financial year ending in September, December, or March will also follow this timeline (120+30 days) to comply with the legal requirement. However, In case the company does not hold AGM, Form A will be filed by the 30th of January.

Do you need to file an Annual Return (Form A or 24) to SECP?

It is important to know if a company is obligated to file Form A in all instances or if there are some exceptions. Under the provisions of the Companies Act 2017, not all companies need to file Form A. The law provides that if there is no change in the particulars as filed in the last Form A, a company may not need to file Form A. This means Form A is only filed when there is a change in the particulars from the preceding year. No annual return of the company is required in the case of:

1. A Single Member Company; and
2. A private company with a paid-up capital of Three Million rupees or below

However, public companies and private companies with paid-up capital of more than Three Million rupees need to file Form 24 (earlier it was Form C) even if there is no change in the particulars.

Annual Return of Companies with No Share Capital

Prior to new regulations (issued in February 2024), companies not having a share capital (like guarantee limited companies especially Not for Profit Companies licensed under Section 42) were required to file Form B as their annual return. However, under the new regulations, Form A and Form B have been merged. As a result, all companies whether they have share capital or not will now file Form A as their annual return as required under section 130 of the Companies Act.

All companies will file Form A if there is a change in particulars from the last year.

Information to be provided in SECP Form A

Based on the criteria in the above table, if you need to file Form A, then it is important to learn how to file the Form. As Form A is an annual return, certain information is to be provided in Form A.

A company has to provide information as of a particular date, usually the date of the AGM. The company has to provide information about its capital, officers, auditors, shareholders, debenture holders and changes in the shareholding from the last Form A.

As mentioned above, inactive companies were required to file Form D, but it has been merged into Form A. Therefore, inactive companies will now file Form A instead of Form D.

Format of Form A SECP

Form A is divided into three parts. Each part has its own requirement and all the parts must be filled in properly to avoid any objections.

First Part of Form A

The first part applies to all companies whether they are active or not. This part relates to the information about the company and its status as an active or inactive company.

Second Part of Form A

The second part of Form A applies only to the active companies. Inactive companies are not required to fill in the information in this part.

Information to be provided by Active Companies

All active companies will have to file the information mentioned below as of the date of the AGM.

1. Date of AGM
2. Form A made up to (if no AGM was held)
3. Registered office address
4. Email address
5. Office Phone number
6. Mobile number of the authorized officer (preferably with active Whatsapp)
7. Details of Authorized Capital
8. Details of Paid-up capital
9. Particulars of Chief Executive Officer, Chief Financial Officer, Company Secretary, Legal Advisor, Auditor(s), and Share Registrar (if applicable)
10. List of Directors
11. List of members/shareholders and debenture holders
12. Transfer of shares and debenture holders since last Form A

Third Part of Form A

In the Third part of Form A some information is to be provide only by the inactive companies like:

1. Correspondence address
2. Contact details
3. List of directors and members on the date the Form A is made
4. Confirmation about the inactive status of the company

The rest of the fields in this part are related to the information of the authorized officer who files Form A and the intermediary, if applicable.