Securities and Exchange Commission of Pakistan

Company Law Division

(Company Registration Office, ________)
****

April 23, 2021

Subject: PROVISION OF ULTIMATE BENEFICIAL OWNERSHIP INFORMATION ON

FORM 45

Please refer to the captioned subject matter.

2. It is intimated that pursuant to amendment / insertion of Section 123A of Companies Act,

2017 (“the Act”) as made through Companies (Amendment) Act, 2020 on August 26, 2020 and
subsequent insertion of regulation 19A and additional Forms including Form 45 in the Companies
(General Provisions and Forms) Regulations, 2018 (“the Regulations”), vide SRO 928(I)/2020
dated September 28, 2020, it has been made mandatory for all companies to obtain, maintain and
timely update particulars of ultimate beneficial owners, including any changes therein.

3. In terms of Section 123A of Act “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.

4. Consequently, every company is required to file declaration of compliance of section 123A

of the Act to the registrar concerned through filing of Form 45 after ensuring compliance with
provisions of regulation 19A of the Regulations. The compliance with the said amendment in
section 123A of the Act was required within three months of coming into force i.e. by August 26,
2020.

5. As per record of your company maintained in this office, it has been observed that
company has not filed Form 45 with the registrar and, prima facie, violated the mandatory
provisions of sub-section (2) of Section 123A of the Act and regulation 19A of the Regulations,
which attracts penal provisions contained in sub-section (3) of Section 123A of the Act, as
reproduced below:
(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.
6. In view of the above, the company and its chief executive and directors are, hereby called
upon to ensure immediate compliance with the provisions of sub-section (2) of Section 123A of
the Act read with regulation 19A of the Regulations through filing of Form 45, failing which legal
proceedings shall be initiated against the company and its chief executive and directors for
violation of the aforementioned provisions of the Act.

7. Compliance of the above may be immediately made by filing relevant form with the
registrar concerned through online or physical mode and intimation of such filing be also made on
email ubo.compliance@secp.gov.pk.

8. Please ignore this notice if the company has already made compliance.
_______________
(Registrar Concerned)