Electing or Changing Directors
Whenever your board changes — a scheduled election, a director stepping down mid-term, or a fresh election forced by a member acquiring shares — SECP needs to be told, on a deadline, using a specific form.
Steps
- Fix the number of directors to be elected at least 35 days before the meeting (Section 159).
- Circulate the meeting notice with the fixed number and retiring directors' names.
- Collect candidate intention notices at least 14 days before the meeting, then circulate them to members at least 7 days before.
- Hold the election using cumulative voting (Section 159) — or process a fresh election under Section 162 if a member's new shareholding triggers one.
- Note each director's 3-year term start date under Section 161, and diarise when it will expire.
- File Form-9 (particulars of directors/officers) with SECP within the prescribed time under Regulation 50.
- File it electronically through leap.secp.gov.pk, logged in as the authorised signatory — the fee is calculated automatically from the change date, including any late-filing penalty.
- If your company is listed, check the Code of Corporate Governance Regulations, 2019 too — it adds category-wise voting (separate female/independent/other voting pools, see the category-wise voting FAQs) and a three-consecutive-term cap on independent directors (see Circular No. 5 of 2024), on top of the general Section 159 process above.
Sections involved
Forms you'll need
How to file a form
New to SECP's eZfile / LEAP portal? See the step-by-step filing guide →
See Important Definitions
Key terms from Section 2 (Definitions) of the Companies Act, 2017 (and, where noted, the LLP Act, 2017) that matter for this task.