Section 123A — Record of ultimate beneficial owner
At a glance
- Every company must identify its ultimate beneficial owners (UBOs) — the real natural person(s) who own or control it, directly or indirectly, through 25% or more of shares/voting rights, or through other effective control.
- The company must maintain a UBO register and keep the particulars accurate and up to date.
- A declaration of compliance must be filed with the registrar — and, for a listed company, with SECP as well.
- Non-compliance carries penalties: up to Rs. 1 million for a director/officer, and up to Rs. 10 million for the company.
Statute text
(1) A company
shall maintain information of its ultimate beneficial owners in such form and
manner, within such period and obtain such declaration from its members as may
be specified.
Explanation.—For the purpose of this section, the term “ultimate beneficial
owner” means a natural person who ultimately owns or controls a company,
whether directly or indirectly, through at least twenty five percent shares or voting
rights or by exercising effective control in that company through such other means,
as may be specified.
(2) Every company shall, in such form and manner as may be specified,
maintain a register of its ultimate beneficial owners and shall timely record their
accurate and updated particulars, including any change therein, and provide a
declaration to this effect to the registrar and where any government is a member of
32 Omitted vide the Companies (Amendment) Act, 2020 dated 26 th August, 2020. The omitted sub-
section (3) was read as under:
(3) “This section shall not apply with respect to debentures which, ex facie, are payable
to the bearer thereof.”
33 Inserted vide the Companies (Amendment) Act, 2020 dated 26 th August, 2020.
a company such particulars of the relevant government shall be entered in the
register of ultimate beneficial owners in the specified manner.
(3) Any contravention or default in complying with requirement of this
section shall be liable in case of,—
(a) a director or officer of the company or any other person, to a penalty
which may extend to one million rupees; and
(b) the company, to a penalty which may extend to ten million rupees.
Forms & certificates for this section
Form-16 — Notice to Members for Providing Particulars of Ultimate Beneficial Owners
Notice to Members for Providing Particulars of Ultimate Beneficial Owners
Regulation: Regulation 48(1)
Fee reference: please refer to the Seventh Schedule.
Filed electronically through the eZfile portal at leap.secp.gov.pk, after logging in with the credentials of the company's authorised form signatory. The exact fee is calculated automatically by the portal once the form is submitted, based on the actual event dates and details you enter — figures shown here are Seventh Schedule reference amounts, not a guaranteed final charge.
Form-17 — Declaration by Member About Ultimate Beneficial Owners
Declaration by Member About Ultimate Beneficial Owners
Regulation: Regulation 48(2)
Fee reference: please refer to the Seventh Schedule.
Filed electronically through the eZfile portal at leap.secp.gov.pk, after logging in with the credentials of the company's authorised form signatory. The exact fee is calculated automatically by the portal once the form is submitted, based on the actual event dates and details you enter — figures shown here are Seventh Schedule reference amounts, not a guaranteed final charge.
Form-18 — Declaration by Member About Change of Ultimate Beneficial Owners
Declaration by Member About Change of Ultimate Beneficial Owners
Regulation: Regulation 48(3)
Fee reference: please refer to the Seventh Schedule.
Filed electronically through the eZfile portal at leap.secp.gov.pk, after logging in with the credentials of the company's authorised form signatory. The exact fee is calculated automatically by the portal once the form is submitted, based on the actual event dates and details you enter — figures shown here are Seventh Schedule reference amounts, not a guaranteed final charge.
Form-19 — Declaration of Compliance with Section 123A
Declaration of Compliance with Section 123A
Regulation: Regulation 48(5)
Fee reference: please refer to the Seventh Schedule.
Filed electronically through the eZfile portal at leap.secp.gov.pk, after logging in with the credentials of the company's authorised form signatory. The exact fee is calculated automatically by the portal once the form is submitted, based on the actual event dates and details you enter — figures shown here are Seventh Schedule reference amounts, not a guaranteed final charge.
How to file a form
New to SECP's eZfile / LEAP portal? See the step-by-step filing guide →
Practical compliance checklist
- Identify every member (or representative of a legal person/arrangement) holding 25%+ shares or voting rights, or otherwise exercising effective control.
- Issue Form-16 annually to every such member — listed companies only need to notify members holding 5% or more.
- Collect completed Form-17 declarations within 14 days of the notice.
- Maintain a UBO register with the prescribed particulars: name, parentage, CNIC/NICOP/passport with issue/expiry, date of birth, gender, nationality, address, and the date the interest was acquired.
- Take reasonable steps to verify each UBO's identity and status — e.g. CNIC/NICOP checks, NADRA e-Verisys where anything looks doubtful, or a tax-filer cross-check.
- File Form-18 within 14 days of any change in a UBO's particulars.
- Submit Form-19 (declaration of compliance) to the registrar within 15 days of receiving a member's declaration, and again with the annual return.
- Have the board authorise a CEO, director, or officer to liaise with the registrar and other authorities on UBO matters.
Plain-language explainer
Every company in Pakistan has to know who its real owners are — not just the names on the share register, but the actual human beings who ultimately control it, even if they hide behind other companies or nominees. If a person owns 25% or more of a company's shares or voting rights — directly, or indirectly through a chain of other companies — or otherwise effectively controls it, they count as an "ultimate beneficial owner" (UBO), and the company must record their details.
This exists because company structures can be layered — Company A owned by Company B owned by Company C — to obscure who is really in charge, a classic technique for hiding money laundering, tax evasion, or terrorism financing. Section 123A cuts through that: SECP wants a clear paper trail leading back to a real, identifiable person.
In practice, the company sends out a notice (Form-16), the relevant members reply with a declaration (Form-17), the company keeps a running register of that information, and periodically confirms to the registrar that it's all been done properly (Form-19). None of the underlying UBO information is routinely filed with SECP — only a declaration that the company has done the work — but SECP, the FBR, and other authorities can demand the full details at any time.
Professional notes
Practitioners should note the layering of sources here: Section 123A of the Act sets the substantive obligation (maintain UBO information, 25% threshold, penalties) at a principle level, while Regulation 48 of the Companies Regulations, 2024 supplies the mechanics — the annual Form-16 notice, the 14-day Form-17/Form-18 response windows, the prescribed register particulars, and the Form-19 compliance declaration. Regulation 48A (inserted by S.R.O. 1355(I)/2025 dated 25 July 2025) additionally requires companies to route UBO information collected under Regulations 13, 23, and 48(4) through Form-1, Form-2, or Form-19 as applicable, with the filing requirement applying from financial years ending on or after 30 June 2025.
Circular No. 21 of 2025 (8 August 2025) does not create new obligations but clarifies how “adequate”, “accurate”, and “up to date” should be read in practice — it expects companies to actively verify UBO identity (CNIC/NICOP checks, NADRA e-Verisys where suspicion arises) and status (tax-return cross-checks, a risk-based approach for complex or multi-jurisdictional structures), and to update records within a reasonable period (the circular suggests one month) of any change. It also expects companies to share UBO information with financial institutions for account-opening/KYC purposes, not only with SECP or law enforcement on request.
Don’t conflate this with the substantial-shareholder register under Section 452: Section 123A/Regulation 48 tracks true beneficial ownership (25%+ direct or indirect control) and only a compliance declaration is filed with the registrar; Section 452 instead tracks a company’s own outward investment in foreign companies/body corporates, and that filing goes to the Commission directly. The two provisions are easy to conflate but serve different purposes.
SECP updates linked to this section
The circulars, S.R.O.s, and notifications that shaped this section over time.
Clarifies a company's obligations to maintain "adequate, accurate, and up to date" ultimate beneficial owner (UBO) information under Section 123A/Regulation 48. Requires companies to actively verify a UBO's identity (CNIC/NICOP/passport checks, NADRA e-Verisys where suspicion arises) and status (tax-return cross-checks, a risk-based approach for complex or multi-jurisdictional structures), to update the UBO register within a reasonable period (suggested: one month) of any change, and to share UBO information with financial institutions for KYC/account-opening purposes as well as with SECP and other authorities on request.