Appointment or Change of Chief Executive

Chief executive appointment and change: legal overview

Every company incorporated under the Companies Act, 2017 must have a chief executive. Appointment, reappointment, resignation, removal and a casual vacancy are different corporate events. The company must first establish the legally effective change under sections 186–190 and then report the resulting particulars under section 197 and the Companies Regulations, 2024. Filing Form 9 cannot validate an appointment made by the wrong corporate authority.

The first chief executive is determined by the subscribers and reported at incorporation. Subsequent appointments are normally made by the board following an election of directors or a vacancy. The company’s articles, sector licence, government nomination rights and the candidate’s eligibility may change the route. A listed company must also distinguish the chief executive’s office from the separately appointed chairman.

This guide addresses a Pakistani company’s statutory change of chief executive. It does not treat a company secretary, authorised signatory, managing partner or ordinary employment title as interchangeable with the statutory office. A person appointed chief executive who is not already a director is deemed a director under section 188(3), with the associated rights and liabilities.

Who may be appointed and who must approve?

First appointment, later appointment and casual vacancy

Under section 186, subscribers identify the first chief executive in the incorporation documentation; the initial term ordinarily runs until the first annual general meeting unless the subscribers set a shorter period. Section 187 requires the board to appoint a subsequent chief executive within fourteen days of an election of directors under section 159 or the chief executive office falling vacant. A subsequent appointment may be for no more than three years, and reappointment is permitted. A chief executive appointed against a casual vacancy holds office until the directors elected at the next election appoint a chief executive.

Section 187 contains continuity rules for a retiring chief executive pending a successor, subject to its exceptions. They should not be used to postpone a lawful appointment indefinitely. The board or general meeting determines the appointment terms in accordance with the articles under section 188, except where the Government determines the terms of an authorised nominee. Employment terms and statutory tenure should be recorded consistently but analysed separately.

Personal eligibility and conflicts

Section 189 excludes persons ineligible to become directors under section 153 or disqualified under sections 171 or 172. Check age, insolvency, relevant court and regulatory disqualifications, NTN requirements and any notified exemption. Obtain written consent under section 167. For a public company, section 191 restricts competing business and requires written disclosure of relevant competing interests upon appointment. Directors interested in the appointment contract must observe section 213’s disclosure and non-participation requirements.

Removal is subject to a different voting rule

Under section 190(1), removal before expiry of the term may be approved by a board resolution passed by at least three-fourths of the total directors for the time being, or by a special resolution of the company. This is not the ordinary majority test for a routine board decision. The Act separately recognises a Government removal power in the specified case where more than seventy-five percent of voting rights are held by the Government. The minutes must record the actual statutory basis and votes.

Section 42 and regulated companies

For a company licensed under section 42, regulation 100 as amended by S.R.O. 601(I)/2025 requires prior SECP permission for a change in chief executive after licensing, but expressly excludes reappointment from the definition of change. The application is App-3A. The 2025 amendment removed the previous blanket prior-approval wording for changes in directorship; director fit-and-proper obligations remain. Do not apply the old director prior-approval rule to all section 42 board changes. Government nominees and NBFC microfinance exceptions must be assessed under the exact provisos.

A regulated NBFC, insurer, securities intermediary, public-sector company or listed company may require an additional fit-and-proper review, regulatory consent or notification under its own legal framework. Form 9 is a corporate filing, not a substitute for sector authorisation. Identify those requirements before implementing an appointment that could breach a licence condition.

Documents and conditional supporting evidence

Assemble the company’s CUIN and incorporation record, current memorandum and articles, board register, previous accepted Form 9, details of the incumbent and incoming chief executive, and the precise date and nature of the event. Confirm identity particulars against CNIC/NICOP or passport, including validity dates, nationality, occupation, address and other offices. The Form 9 prescribed appendix contains written consent for an incoming chief executive and an eligibility declaration.

• First chief executive: incorporation documents and subscriber determination; do not create an unnecessary second event return for the initial appointment reported at incorporation.
• Subsequent appointment: properly convened board meeting minutes, resolution, signed consent, appointment terms and any evidence of the recent directors’ election or vacancy.
• Resignation or retirement: signed communication, evidence of its effective date, corporate record and the eZfile digital-verification process. Check the prescribed Form 9 enclosure instructions for the resignation affidavit where applicable.
• Removal: board minutes showing the three-fourths of total directors threshold, or members’ special resolution, with the actual voting result and notice; government removal instrument where the statutory government route applies.
• Death or statutory disqualification: official death certificate or the relevant disqualification record, with the corporate records required under regulation 50.
• Foreign chief executive: passport and additional foreign-national or foreign corporate nominee documentation under regulation 19, including applicable security-clearance material.
• Section 42 licensee: App-3A, proposed chief executive’s profile, qualifications and experience, active-taxpayer details, affidavit and prescribed authority letter, plus prior SECP permission for a change other than reappointment.
• Regulated or listed company: current sector-regulator fit-and-proper documents, NOC or approval, and any special board composition or independence assessment.

Do not assume every applicant must produce all documents in the Form 9 schedule. Several enclosures are event-specific or relevant only to foreign nationals, regulated companies or security-services businesses. The company should preserve signed original documents even when electronic copies are uploaded.

Step-by-step appointment, removal and filing procedure

1. 01
   Determine the legal route

   Establish whether the event is a first appointment, routine subsequent appointment, reappointment, casual vacancy, resignation, removal or court/registrar correction. Check company class, articles, incumbent tenure, government nomination rights and whether an additional licence approval is required.

2. 02
   Confirm eligibility and conflicts

   Apply section 189 and the underlying section 153, 171 and 172 restrictions. Check the proposed person’s NTN status and any applicable exemption, obtain section 167 written consent and examine public-company competing-business disclosures and director conflicts under sections 191 and 213.

3. 03
   Check the fourteen-day appointment period

   Where section 187 applies, the board must appoint a subsequent chief executive within fourteen days after directors are elected or the office falls vacant. Distinguish this deadline from the separate fifteen-day Form 9 filing period after the effective appointment or change.

4. 04
   Obtain any required prior sector consent

   For a section 42 licensee changing its chief executive (other than reappointment), submit the current App-3A package and obtain prior SECP permission under regulation 100. For an NBFC, insurer, intermediary or other regulated company, follow the applicable sectoral fit-and-proper route; do not rely on ordinary Form 9 alone.

5. 05
   Pass and record the corporate decision

   Record the board’s appointment and terms or the lawful removal resolution. Section 190 removal requires at least three-fourths of the total directors or a company special resolution. Document the vote and the precise cessation and commencement dates. Avoid presenting an unsigned resignation as an uncontested event.

6. 06
   Prepare Form 9 and the attachments

   Use the current Companies Regulations Form 9 for chief executive particulars, rather than the historic Form 29. Include the CUIN, identity and contact particulars, designation, appointment or cessation date, nature of event, declaration and event-specific supporting evidence.

7. 07
   Complete eZfile verification

   Regulation 50 requires electronic submission and digital verification for specified appointments, resignations and retirements. If outgoing verification is not received within five days, report the impediment to the registrar through eZfile and await the due-diligence decision. Physical filing requires special reasons recorded by the registrar.

8. 08
   File, pay and reconcile the record

   Section 197(3) ordinarily requires Form 9 within fifteen days of the event; the first appointment at incorporation is excepted. Check the updated Seventh Schedule and eZfile payment demand for the actual filing. Retain the final accepted return and update company, bank, contract and sector-regulator records.

Post-appointment governance and continuing obligations

Update the statutory register of directors and officers under section 197 and regulation 50. Preserve the board or members’ minutes, appointment agreement, signed consent, resignations, clearance letters and the accepted eZfile filing. Update banking authorities, signing mandates, corporate correspondence, tax and employment records and the authorised signatory matrix. An accepted Form 9 should match the underlying legal event and internal register.

The company must assess whether the change affects regulated-sector returns, beneficial ownership reporting, board committees or independence, delegated powers, the chairman/CEO separation rules for listed companies and contractual notification obligations. A new chief executive of a public company should provide the competition-related disclosure required by section 191. The company must also consider section 213 where directors have an interest in the chief executive’s appointment contract.

Section 42 companies should retain the prior permission and App-3A record where required. The April 2025 amendment made prior permission specific to a change in chief executive rather than an indiscriminate prior-approval rule for every director change. Reappointment is expressly excluded from that defined change, although fit-and-proper and notification duties can still apply. NBFC microfinance and government-nominee exceptions should be evaluated against their own provisos.

The final October 2026 S.R.O. 1974(I)/2026 widened the definition of the registrar concerned to include a Commission-designated registrar for a special company class. It did not alter sections 187 or 197 or replace Form 9. The earlier draft of that amendment is not the operative instrument. The current fee must be determined from the updated Seventh Schedule and eZfile; no unsupported flat amount or fixed processing time is represented.

Governing law, forms and official sources

The core law is sections 153, 167, 186–193, 197 and 213 of the Companies Act, 2017; regulation 50 and Form 9 of the Companies Regulations, 2024; and, for a licensed section 42 company, regulation 100 and App-3A. The applicable sectoral statute, fit-and-proper conditions, current fee schedule and company articles must be considered alongside these provisions.

How Chambers can assist

Chambers can review the legal route, identify regulatory constraints, prepare or review the supporting corporate and legal documents, manage the prescribed submission and correspond with the competent authority where instructed. The scope of the engagement will be determined by the applicant’s particular circumstances.

For an initial enquiry, identify the proposed activity, applicant entity and current stage, and provide the available documents indicated above. Please avoid sending confidential or identity-sensitive records through an unencrypted first contact.