Form 45 or UBO SECP

Form 45 or UBO Compliance Required by SECP

The Securities Exchange Commission of Pakistan (SECP) has put in place different regulation measures in the corporate reform process. Out of all of these, Form 45 and Ultimate Beneficial Ownership (UBO) compliance are particularly important. 

It is crucial to understand that these regulations apply regardless of the type of business you are engaging in whether it is a private, public or Limited Liability Partnership (LLP).

As Ways Tax, we tackle your problems to make sure your business is in accord with Form 45 or UBO SECP regulation to avoid additional stress penalties.

Form 45 or UBO SECP

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Understanding Form 45: What Is It and Why Does It Matter?

Form 45 is another statutory form prescribed under the SECP regulations relating to the declaration of ultimate beneficial owner or owners of the company. 

It is required to be filed to report any person that has been having an ownership interest, directly or indirectly, in the company. 

This measure has been used to curb money laundering, increase corporate governance, and to conform to the standards set by the FATF (Financial Action Task Force).

Key Points About Form 45:

  • It should be submitted within 30 days from the day you discover or appoint the UBO.
  • Applicable to all companies registered under SECP, including private limited companies, public companies, and LLPs.
  • Noncompliance may lead to penalties and legal consequences depending on SECP regulations and guidelines.

Form 45 is crucial because errors or delays in submitting this form can cause interruptions and create additional unwanted attention.

Who Needs to File Form 45?

Following is eligibility criteria for filing a form 45 or UBO

Applicable Entities

All registered companies in Pakistan are required to file Form 45 if they have Ultimate Beneficial Owners (UBOs). This applies to:

1. Private Limited Companies:

  • All privately registered companies operating in Pakistan.

2. Public Limited Companies:

  • Both listed and unlisted public companies.

3. Foreign Companies Operating in Pakistan:

  • Companies with foreign ownership that are conducting business within Pakistan.

Exemptions

1. No UBOs:

  • If the company has no Ultimate Beneficial Owners.

2. Transparent Ownership Structure:

  • Companies whose ownership structure is entirely transparent and clearly documented may not need to file.

When to file form 45?

  • Companies are obliged to submit Form 45 within a certain period from the time of its incorporation or when any alteration of its ownership occurs.
  • The deadline is elaborated according to the company’s type, and they can be changed owing to the new regulations given by the Securities and Exchange Commission of Pakistan (SECP).

Annual Compliance

  • While it is required to be filed in due course of formation of a company, this form must also form part of annual returns provided to the Registrar except when new Form 45 is submitted.
  • This requirement also makes certain that the Ultimate Beneficial Ownership (UBO) disclosure regulations are followed strictly.

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How to Submit Form 45/UBO Compliance: Step-by-Step Guide

Step 1: Download Form 45

  • Visit the Securities and Exchange Commission of Pakistan (SECP) official website at www.secp.gov.pk.
  • You will find the above form under the Forms and Downloads section.
  • Locate Form 45 titled “Declaration of Compliance with the Provisions of Section 123A of the Companies Act, 2017”.
  • Download the form in the available format (PDF or Word).

Step 2: Fill Out the Form 45 and Prepare a Cover Letter

1. Complete Form 45:

  • Make sure that all of the coordinating documents have all the right details (company name, registration number, authorized signatories and declarations).
  • Double-check for completeness and accuracy to avoid rejection.

2. Prepare a Cover Letter:

  • Draft a simple cover letter addressed to the relevant Company Registration Office (CRO).
  • Mention the purpose of submission:
    “Subject: Submission of Form 45 for UBO Compliance.”
  • Include your company’s details and confirm the enclosed Form 45 for compliance.

Step 3: Pay Required Fees (Challan Creation)

1. Before submitting Form 45, ensure Form A (Annual Return) and Form 29 (Appointment of Officers) have already been filed.

  • If Form A and Form 29 have not been submitted yet, create and pay a challan for these forms first. You can check out our detailed guide on Form 29. 

2. Challan Fee Structure:

  • If the due date for Form A and Form 29 has expired, you will be charged double the fee based on the company’s paid-up capital.
  • The fee for manual submission of Form 45 is the same as the Form A and Form 29 fee (double charges apply if applicable).

3. How to Pay Challan:

  • Go to SECP’s eServices portal or visit the bank branches designated by SECP
  • Generate the challan and make the payment.

Step 4: Submit to the Local CRO Office

1. Gather the following documents:

  • Filled Form 45 (duly signed and completed).
  • Cover Letter for submission.
  • A copy of the paid challan as proof of fee payment.

2. Submission Options:

  • Manual Submission: Visit your local CRO office and submit the documents in person.
  • Postal Submission: Send the documents via courier to the relevant CRO office.

Final Checklist Before Submission

  • Make sure Form 45 is properly completed together with the proper signatures from the issuer and the payee.
  • Also submit a paid challan copy.
  • Attach the cover letter.
  • Verify Forms A and 29 status and fees if applicable.

This will enable you to smoothly meet the SECP’s UBO requirements and complete the Form 45 submission process without any issues.

Key Tips for Successfully Filing Form 45

To ensure a smooth and compliant submission of Form 45 for UBO (Ultimate Beneficial Ownership) compliance with SECP, follow these best practices:

  • Identify UBOs: Determine individuals with 25%+ ownership or control.This name will circulate around your documents, as well as, business cards and stamps.
  • Ensure Accuracy: Get the accurate UBO details (name, CNIC number, shareholding percentage).
  • Prepare Documentation: Keep records like shareholding certificates and UBO declarations.
  • Verify Prior Compliance: File Form A and Form 29 and pay related fees.
  • Review Before Submission: Double-check the form for accuracy and completeness.
  • Submit on Time: File within SECP deadlines to avoid penalties.
  • Keep Records: Keep copies of the completed form and the paid challan for future correspondents.

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Benefits of Form 45 or UBO (Ultimate Beneficial Ownership) Compliance

Below are some of the advantages of having Form 45 and UBO

1. Regulatory Compliance

  • Assists organizations in compliance with the legal policies stated by the SECP and other relevant authorities.
  • Saves your organization from the consequences that emanate from failure to meet the legal requirements.

2. Enhanced Transparency

  • Ensures accountability by making public the real owners of the business undertakings.
  • Playing roles in building trust with the regulatory authorities, investors and stakeholders.

3. Improved Reputation and Credibility

  • Supports the message of ethical practice and good governance of the company.
  • Increases organization’s credibility in the eyes of customers, partners and financial institutions.

4. Attracts Investment Opportunities

  • Such companies are considered creditworthy by investors and other financial institutions and thus rated as low risk.
  • Assists in the opening of access to utilization of funds, loans, other financial quantitative products from credit institutions.

5. Prevention of Financial Crimes

  • Minimizes the possibilities of money laundering, tax evasion, or fraud since most organizations report the beneficial owners.
  • Boosts the capacity of internal controls and mitigation of risks by the company.

6. Global Recognition

  • It complies with international standards of operation thus easy to operate internationally.
  • Develops trust from overseas investors and stakeholders since international transparency standards are followed.

7. Operational Efficiency

  • Simplifies methods for documenting information related to the ownership structure.
  • Eliminates repetition of mistakes that may be frequent in the manual system, and also, avoids outdated information.

8. Avoidance of Legal Disputes

  • Reduces chances of ownership associated conflicts mainly through determination of ultimate owners.
  • Draws reasonable legal procedures in case of disputing or auditing.

Why Choose Ways Tax for Form 45 and UBO Compliance?

Form filing and the compliance with the UBO may sound easy but it takes a lot of technicality, documentation, and standard knowledge of SECP rules. 

Ways Tax is experienced and knowledgeable to ensure that your business benefits from our services by making the entire process smoother.

Our Key Services:

  1. Consultation and Guidance: We assist in the identification of the beneficial owners of your company.
  2. Documentation and Filing: Starting from acquiring the necessary information to the correct filing of Form 45 to SECP, we take care of it.
  3. Compliance Monitoring: We track your filings and ensure you stay in line with the changes in regulation as needed.
  4. Penalty Avoidance: Our prevention strategy makes our filings to be made on time thus avoiding penalties and your time will be well utilized.

Benefits of Working with Ways Tax:

  • Expertise in SECP Regulations: We ensure our team is up-to-date with all necessary compliance and the relevant legal bonds.
  • Time-Saving Solutions: We think about the details so you can concentrate on the big picture.
  • Affordable Packages: We have relatively cheap prices for all our compliance services.
  • Dedicated Support: Our staff are always willing to assist you in answering all the questions you have and in offering the necessary directions throughout the entire process.

Stay Compliant, Avoid Penalties

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Compliance with regulations, including Form 45 and UBO SECP Compliance, is not just mandatory but also critical for building a transparent and trustworthy business. 

Ways Tax makes sure your business complies with these regulations through working with you. 

Our expertise will guarantee you avoid fines, spend less time on non-core activities and, ultimately, concentrate on your core business.