Changing a director looks administrative and frequently is not. The corporate steps and the SECP filing are straightforward when everyone agrees; when they do not, the same process becomes the battleground - and the company that never filed properly finds the public record contradicting what it says happened.
Appointing a director
- Check the articles for any restrictions or specific procedure.
- Confirm eligibility - the person must not be disqualified under the Companies Act 2017.
- Obtain consent to act from the appointee.
- Pass the appropriate resolution - board or members, depending on the circumstances and the articles.
- File the prescribed form with SECP within the period allowed.
- Update the register of directors and other statutory registers.
- Notify the bank and update mandates where the director is a signatory.
Step three is skipped more often than any other and matters later. Written consent to act, dated, prevents an appointee subsequently arguing they never agreed to be a director - which arises with genuine frequency where family members or nominees are appointed to meet a numerical requirement without fully understanding the responsibility they were taking on.
Removing or replacing a director
| Route | How it happens |
|---|---|
| Resignation | The director resigns; the company files the change |
| Removal by members | By resolution, following the procedure in the Act and articles |
| Vacation of office | Where a disqualification or other statutory ground applies |
| Retirement by rotation | Where the articles so provide |
| Expiry of term | Where directors are elected for a term |
| Death | The change is filed on the basis of the certificate |
Removal by members is the contentious route and the one where procedure matters most. Notice requirements, the director's right to be heard where applicable, and the meeting procedure in the articles all have to be observed - a removal carried out defectively is open to challenge, and the challenge is usually brought after the fact by someone with an incentive to unpick it.
The SECP filing
- File within the prescribed period after the change takes effect.
- Use the correct form - confirm the current form on the SECP portal, as forms are periodically revised.
- Attach the supporting documents - resolution, consent, resignation letter as applicable.
- Pay the filing fee, with late filing attracting additional fees.
- Verify the register updates afterwards rather than assuming it did.
- Keep the filed copy with the company's records.
Verify the change actually appears on the public register. A filing that was rejected or is pending leaves the record showing the former directors, and third parties - banks, counterparties, tenderers - rely on that record. Companies discover the problem at the worst possible moment, usually when a bank refuses to act on a mandate signed by someone the register does not show.
What a resigning director should do
A director who resigns but whose resignation is never filed remains on the public record, and may face questions about the company's conduct after they left.
- Resign in writing, dated, and keep a copy.
- Deliver it properly - to the company at its registered office, with proof of delivery.
- Ask for confirmation that the SECP filing has been made.
- Check the public register yourself after the filing period.
- Follow up in writing if the record still shows you.
- Resign bank mandates and authorities separately - they do not lapse automatically.
- Take advice if the company will not file.
Point six is easy to overlook. Ceasing to be a director does not by itself remove you as a bank signatory or as an authorised representative for tax or other purposes - each has to be dealt with.
When it is contested
Director changes turn contentious in predictable situations:
- A shareholder dispute where control of the board is the real issue.
- A family company after a death, where succession and management collide.
- Removal alleged to be procedurally defective.
- A resignation the company says was never received.
- Filings made without proper authority.
- Disputed meetings - whether notice was given, whether quorum existed.
Where a change is contested, the contemporaneous record decides it - the notices, the minutes, the attendance, the resolution, the delivery evidence. Companies that keep proper minutes are in a strong position; those that reconstruct minutes afterwards are not, and the reconstruction is usually apparent. See shareholder disputes.
What a director actually takes on
People agree to be directors of family companies as a favour, without appreciating that the role carries statutory duties and personal exposure. It is worth understanding before consenting.
- Act in good faith in the company's interests.
- Exercise reasonable care, skill and diligence.
- Avoid conflicts of interest, and disclose them where they arise.
- Not make undisclosed personal gains from the position.
- Ensure statutory filings and records are maintained.
- Comply with the Companies Act 2017 and the articles.
Certain defaults attract consequences for directors personally rather than only for the company, and "I was only a nominee" or "I never attended a meeting" is not the protection people assume it is. If your name is on the register, you held the office.
If you are asked to be a director of a family company or as a nominee to make up numbers, ask three questions first: who actually controls it, whether its filings are up to date, and whether it has liabilities. Then get your resignation filed promptly when you step back - see the section above on what a resigning director should do.
Records to maintain
| Record | Why it matters |
|---|---|
| Register of directors | Statutory requirement; evidence of who held office when |
| Minutes of board and general meetings | Decides contested changes |
| Notices and attendance records | Establishes the meeting was properly held |
| Consents to act | Prevents later denial of appointment |
| Resignation letters and delivery proof | Fixes the date of cessation |
| Filed SECP forms and acknowledgements | Evidence the change was notified |
These take minutes to maintain contemporaneously and are close to impossible to reconstruct convincingly. For the wider annual obligations see SECP annual return filing.
Frequently asked questions
How do I appoint a new director?
Check the articles, confirm the person is not disqualified, obtain written consent to act, pass the appropriate board or members' resolution, file the prescribed form with SECP within the period allowed, and update the statutory registers.
How long do I have to notify SECP?
The Companies Act 2017 prescribes a period after the change takes effect. Confirm the current period and the correct form on the SECP portal, as forms are periodically revised and late filing attracts additional fees.
Why does written consent to act matter?
It prevents an appointee later arguing they never agreed to be a director - which arises where family members or nominees are appointed to meet a numerical requirement without understanding the responsibility.
How is a director removed?
By resignation, by members' resolution following the procedure in the Act and articles, by vacation of office on a statutory ground, by retirement or expiry of term where the articles provide, or on death.
I resigned but the register still shows me. What should I do?
Follow up in writing with the company, keeping proof of your dated resignation and its delivery. Also resign bank mandates and other authorities separately, as they do not lapse when you cease to be a director.
What decides a contested director change?
The contemporaneous record - notices, minutes, attendance, the resolution and delivery evidence. Minutes reconstructed after the dispute arises carry little weight and the reconstruction is usually apparent.
What records should the company keep?
The register of directors, minutes of board and general meetings, notices and attendance records, consents to act, resignation letters with delivery proof, and filed SECP forms with acknowledgements.
What duties does a director take on?
To act in good faith in the company's interests, exercise reasonable care and diligence, avoid and disclose conflicts, not make undisclosed personal gains, and ensure statutory filings and records are maintained.
I was only a nominee director. Am I still responsible?
Being a nominee or never attending meetings is not the protection people assume. If your name is on the register you held the office, and certain defaults attract consequences for directors personally.
Sources & official references
- SECP - company registration, filings and the companies register
- Companies Act 2017 - the statute governing companies in Pakistan
- EOBI - old-age benefits registration, contributions and pensions