Section 465 — Special return to rectify the data
Statute text
(1) The Commission or the
registrar may at any time, by a general or specific order, require a company or class
of companies or all the companies to file a special return signed by all the directors
to rectify the record.
(2) The information provided in the special return filed under this
section shall be a conclusive evidence of all the relevant facts and shall not be called
in question by any of the person who has signed it.
(3) The persons who have signed the special return shall be responsible
for the loss caused to any person on account of incorrect information prov ided in
the return filed under this section.
(4) A company shall inform the registrar about any change of more
than twenty five percent in its shareholding or membership or voting rights in
a manner as may be specified by the Commission.
Forms & certificates for this section
Form-3 — Return of Allotment of Shares & Change of More Than 25% in Shareholding or Voting Rights
Return of Allotment of Shares & Change of More Than 25% in Shareholding or Voting Rights
Regulation: Regulations 39 & 41
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 →
SECP updates linked to this section
The circulars, S.R.O.s, and notifications that shaped this section over time.
Section 465(4) already requires an unlisted company to notify the registrar, via Form-3, of any single change of more than 25% in its shareholding, membership, or voting rights, within 15 days of the day that threshold is reached (Regulation 41 of the Companies Regulations, 2024) — a transfer of more than 25% must also attach a stamp-paper affidavit confirming Form-3's correctness, signed by the same person who signed Form-3 and attested by an oath commissioner and witnessed. This circular clarifies that, because of the practical difficulty of reporting transfers that fall below the 25% threshold, an unlisted company may now also voluntarily file Form-3 for any change of 25% or less in its shareholding, membership, or voting rights, so the publicly available register stays current.