Executive Summary: Our Corporate Secretarial Services in Brief
What the Service Is
Corporate secretarial services cover the statutory housekeeping every company owes under the Companies Act 2017: filings with SECP, statutory registers, notices and minutes of meetings, changes in officers and records of share transfers. We run these corporate secretarial services on a calendar so that deadlines are met.
Who Needs It
Private and public unlisted companies, single member companies, foreign-owned subsidiaries and companies whose filings have fallen behind. Businesses without a full-time company secretary, or whose accountant does not handle corporate law work, use our corporate secretarial services to stay compliant.
Fee Basis
Fees for corporate secretarial services are quoted after the documents are reviewed, either per filing or as an annual retainer depending on the company’s size and backlog. SECP filing fees are paid separately as notified for the current year. See our consultation fees page.
Usual Time
A routine filing under our corporate secretarial services is usually prepared within a few working days once signed documents and information are received. Clearing a backlog of several years takes longer, depending on available records. Processing by SECP is outside our control, so no date is guaranteed.
How to Start
Send the certificate of incorporation, memorandum and articles, and the last filed annual return on WhatsApp to +92 333 1127834. We review the filing history and tell you which corporate secretarial services the company needs now.
Advocate-Led Since 1985
Qanoon Group’s advocates have practised since 1985, with about 17 advocates across our offices. Mohsin Ali Shah, whose main consultancy focus is corporate law, supervises all corporate secretarial services work, with Sobia Mohsin assisting on documentation and filings.
What Our Corporate Secretarial Services Cover
The table summarises the main tasks. Exact deadlines depend on the type of company and the events that trigger each filing, so our corporate secretarial services begin with a review of the company’s financial year, articles and previous filings.
| Task | What it involves | When it arises |
|---|---|---|
| Annual return | Particulars of members, directors and capital filed with the registrar | Each year, within the period fixed after the annual general meeting |
| Financial statements | Filing audited accounts where the Act requires | After approval by the members |
| Board meetings | Notices, agenda, quorum, resolutions and minutes | Whenever business requires |
| General meetings | Notices, proxies, resolutions and minutes of annual and extraordinary meetings | Annually, and when members’ approval is needed |
| Change of directors or chief executive | Consents, resolutions and notice to the registrar | Within the short statutory period after the change |
| Registered office or auditor change | Resolutions, consents and notice to the registrar | When the change is made |
| Beneficial ownership | Updating the register and declaring changes to SECP | On changes, and with the annual filings |
| Share transfers | Instrument, stamping, approval and register entries | On each transfer |
Annual Return and Financial Statement Filings With SECP
Every company with a share capital files an annual return with the registrar, recording its members, shareholdings, directors and capital as at the relevant date. Our corporate secretarial services prepare the return from the register of members and file it online through SECP’s eServices portal.
Where the Act requires financial statements to be filed, they must first be audited and approved by the members. Our corporate secretarial services coordinate with the company’s auditors so that approval, filing and the annual return follow in the correct order and within the time limits.
Statutory Registers Maintained Through Corporate Secretarial Services
The Companies Act 2017 requires a company to keep statutory registers at its registered office and to make some of them available for inspection by members. Corporate secretarial services keep these registers current, because banks, investors and SECP rely on them as the company’s official record.
- Register of members and share certificates issued
- Register of directors and officers
- Register of charges and copies of charge instruments
- Register of ultimate beneficial owners
- Minute books of board and general meetings
Board Meetings, Resolutions and Minutes
Board decisions are valid only if the meeting is properly called and quorate, or the resolution is properly passed in writing as the articles allow. Our corporate secretarial services issue notices, prepare agendas and board papers, record conflict declarations and draft minutes for the chairman’s signature.
Banks, buyers and government departments often ask for certified copies of resolutions. As part of our corporate secretarial services, we prepare and certify extracts so that authority to open accounts, borrow, sign contracts or appoint officers can be shown quickly.
Annual and Extraordinary General Meetings
Most companies must hold an annual general meeting each year within the period the Act fixes after the financial year ends, while a single member company follows simplified rules. Our corporate secretarial services prepare notices, proxy forms, explanatory statements and minutes for annual and extraordinary general meetings.
Some decisions require a special resolution passed by a three-fourths majority of members voting, such as altering the articles or changing the company’s name. Notice periods, explanatory statements and filings with the registrar are handled through our corporate secretarial services as the Companies Act 2017 requires.
Changes of Directors, Registered Office and Auditors
When a director or chief executive joins or leaves, the company records consents and resolutions and notifies the registrar within the short statutory period. Corporate secretarial services also handle changes of registered office and of auditors, including the auditor’s consent and the members’ resolution.
Delayed notices leave outdated officers on SECP’s record, which can cause problems with banks and counterparties. Our corporate secretarial services file each change promptly and update the internal registers at the same time, so that public and internal records match.
Beneficial Ownership Declarations
SECP requires companies to identify and record their ultimate beneficial owners, meaning the natural persons who ultimately own or control the company, and to report changes. Corporate secretarial services collect declarations from shareholders, update the register and file the required particulars, which matters for anti-money laundering compliance and bank due diligence.
Incomplete declarations can delay bank account opening and attract penalties, so our corporate secretarial services include a periodic check that the register still reflects actual ownership and control of the company.
Share Transfers and Allotments Handled by Our Corporate Secretarial Services
A transfer needs a proper instrument, payment of stamp duty under the applicable provincial law, approval as the articles require and entries in the register of members. Our corporate secretarial services check pre-emption rights first, because a private company’s articles usually restrict transfers.
For an allotment of new shares, corporate secretarial services cover board approval, compliance with any rights offer requirements, a return of allotment to the registrar and new share certificates. Where foreign investors subscribe, the capital and share issue are also documented for State Bank of Pakistan foreign exchange reporting through the bank.
Corporate Secretarial Services in Karachi, Lahore, Islamabad and Rawalpindi
Karachi clients can meet us by appointment in Gulistan-e-Johar or DHA, and Lahore clients at Chauburji Chowk. Corporate secretarial services for companies in Islamabad and Rawalpindi are handled by our Islamabad team, and because SECP filing is online, location rarely affects how quickly work is done.
Companies being formed can begin with our guide to company registration in Pakistan, and those wanting broader advice can retain a corporate lawyer in Pakistan for governance, contracts and disputes alongside our corporate secretarial services.
Penalties for Missed Filings
Late filings attract additional fees and penalties as SECP notifies, and the directors and officers in default can be held personally responsible. A company that persistently fails to file may be treated as defunct and struck off the register, which disrupts banking and contracts. Avoiding that outcome is the main purpose of regular corporate secretarial services.
If filings have fallen behind, our corporate secretarial services reconstruct the records, prepare the overdue filings in order and advise on any available relief. Tax filings missed at the same time are referred to our income tax lawyers in Karachi.
Corporate Secretarial Services: Frequently Asked Questions
What are corporate secretarial services?
Corporate secretarial services are the statutory compliance tasks a company must perform under the Companies Act 2017, including annual returns, statutory registers, board and general meeting minutes, notices of officer changes, beneficial ownership records and share transfer documentation.
Does a private company need corporate secretarial services?
Yes. Private companies must file annual returns, keep registers, hold meetings and notify changes just as larger companies do. Our corporate secretarial services suit companies without a full-time company secretary and help avoid penalties for missed filings.
Can you clear several years of missed filings?
Yes, where records can be reconstructed. Our corporate secretarial services review the filing history, prepare the overdue returns and resolutions in order and advise on additional fees, penalties and any relief available from SECP.
How are fees charged?
Fees are quoted after the documents are reviewed, either per filing or as an annual retainer. SECP’s own fees are payable separately as notified for the current year. The basis for our corporate secretarial services is confirmed in writing.
Do you file online with SECP?
Yes. Filings are made through SECP’s online eServices portal with the required digital signatures and documents. Our corporate secretarial services keep copies of every filing and acknowledgement in the company’s records.
Who signs the documents we file?
Directors, the chief executive or other authorised officers sign according to the filing and the company’s articles. We prepare every document for signature and explain who must sign, so that corporate secretarial services proceed without rejection for defective execution.
Do you handle beneficial ownership declarations?
Yes. Our corporate secretarial services collect declarations from shareholders, identify the natural persons who ultimately own or control the company, update the register and file the required particulars with SECP when ownership changes.
Can you serve companies in Islamabad and Rawalpindi?
Yes. Our Islamabad team serves companies in Islamabad and Rawalpindi, and since SECP filings are made online, corporate secretarial services can be delivered efficiently wherever the registered office is located.
Do you appoint a company secretary for us?
We perform the secretarial work and advise whether the company is legally required to appoint a company secretary given its type and size. Where it is not required, our corporate secretarial services can meet the same compliance needs.
How do we start?
Send the certificate of incorporation, memorandum and articles, and the last annual return on WhatsApp to +92 333 1127834. We review them and propose the corporate secretarial services the company needs, with a fee basis in writing.
Related Legal Services
These pages cover connected questions that often arise alongside corporate secretarial services.
Legal Framework Behind Corporate Secretarial Services
The explanation above draws on the official framework listed here. Provincial amendments and the facts of each matter must still be checked before acting.
Publication and Legal Review
Reviewed by: Mohsin Ali Shah, Consulting Lawyer and Chairman, Qanoon Group.
Published by: Family Lawyers Pakistan, Qanoon Group.
Last updated: .
General guidance. The applicable law, local amendments and case record must be checked for your matter.