Ammara Gull
NBFC Licensing and Regulatory FilingsAssociateSalahuddin, Saif & Aslam, Attorneys at Law, Lahore
Ammara takes non-banking finance companies through the SECP’s licensing process, and keeps them in good standing once they are licensed.
Ammara is an associate in the fintech practice of Salahuddin, Saif & Aslam in Lahore, working only on non-banking finance companies. Her work runs from the permission to form an NBFC, through incorporation and the licence application, to the approvals, notifications and periodic filings a licensed NBFC makes for as long as it operates, and the app whitelisting every digital lender needs before it can launch.
- NBFC LicensingApplications before the SECP, from the permission to form an NBFC to the licence itself.
- Regulatory FilingsEverything a licensed NBFC files to stay in good standing, for as long as it operates.
- App WhitelistingGetting digital lending apps whitelisted, and every new product journey after them.
Clients
Who Ammara Works With
- Digital LendersLicensed NBFCs lending through apps, from their first whitelisting to every new journey.
- BNPL ProvidersBuy now, pay later businesses operating under an NBFC licence.
- Nano-Lending PlatformsShort-term, small-ticket lenders and the app journeys behind them.
- NBFCs Adding ProductsLicensed lenders expanding into new products, checked against their licence before launch.
- Foreign SponsorsGroups from abroad that own Pakistani NBFCs, and the ownership filings that come with them.
After the Licence
Regulatory Filings for Licensed NBFCs
A licence is kept, not just granted. These are the filings Ammara handles for regulated entities after the licence, and what each one involves.
On the SECP’s calendar, whatever happens in the business.
When something changes, before it takes effect.
Fit and Proper Approvals
When: Before a new director, chief executive or key executive takes office
The SECP holds an NBFC’s directors and chief executive to fit and proper criteria, and some appointments need its approval before they take effect. A change at board level is a filing exercise as much as a corporate one.
- Fit and proper declarations and supporting documents for each appointee
- Applications for the SECP’s approval where it is required
- Board resolutions, and the statutory notices that record the change
Changes in Shareholding and Control
When: Before shares change hands at sponsor or controlling level, or new equity comes in
Who owns and controls a licensed NBFC is part of what the SECP licensed. Transfers involving sponsors or control, and fresh equity, are filed with the SECP, and approved where the rules require, before they complete.
- Applications for approval of the change, with fit and proper documents for incoming shareholders
- Confirmation that minimum equity is maintained
- The corporate filings that record the new shareholding
Licence Scope and New Products
When: Before a new product launches, or the business model changes
An NBFC licence covers specified business. A new product, a new lending model or a material change to the business has to be checked against that scope, and may need the SECP’s approval or an amendment to the licence before it goes live.
- An analysis of the proposed product against the licence’s permitted business
- Applications for approval or licence amendment where needed
- Notifications of material changes, and whitelisting for any new app journey
Licence Renewal
When: Ahead of the licence’s expiry date
A licence is granted for a fixed term. Renewal is applied for before it lapses, on the strength of the entity’s compliance record over that term.
- The renewal application and its supporting documents
- Confirmations on minimum equity and fit and proper status
- A clean compliance record to rely on, built up through the term
Periodic Returns and Accounts
When: On the SECP’s reporting calendar, throughout the year
Licensed NBFCs report to the SECP on a fixed cycle, from periodic returns and statements to annual audited accounts. Late or inaccurate filings are an entirely avoidable compliance failure.
- Periodic returns and statements in the SECP’s formats
- Filing of annual audited accounts, coordinated with the auditors
- Responses to SECP queries on what has been filed
Filing Calendar
When: From the day the licence is granted
Every regulated entity Ammara works with gets a calendar of its recurring deadlines and pending approvals, so nothing becomes a breach by default.
- A calendar of recurring filings and renewal dates
- Document checklists for each filing
- Tracking of approvals pending with the SECP
Before Launch
App Whitelisting
A digital lending NBFC cannot put an app in front of borrowers until the SECP has whitelisted it. Ammara prepares the application, and every product journey added after it.
Five Steps to a Whitelisted App
- ReviewThe app and its policies reviewed against the digital lending requirements, and gaps fixed first.
- DeclarationThe self-assessment declaration and Annexure-A checklist completed in the SECP’s format.
- DocumentsThe Annexure-B package assembled, from the board resolution to the vetting certificate.
- SubmissionFiled with the SECP’s Specialized Companies Division, under a cover letter listing every enclosure.
- WhitelistedSECP queries answered until the app is whitelisted.
How Whitelisting Works
Whitelisting runs on self-assessment. Under SECP Circular 14 of 2024, the NBFC declares its compliance in the SECP’s prescribed format, supported by an Annexure-A checklist and the Annexure-B documents, and submits the package to the SECP’s Specialized Companies Division.
A compliance review of the app against the SECP’s digital lending framework, including Circular 12 of 2024: how terms are disclosed, what data the app collects, how collections are handled and how complaints are resolved. Gaps are fixed in the app and the policies before anything is filed.
SECP queries and clarifications are answered through to the whitelisting itself. After that, each new product journey needs whitelisting before it launches: adding a cash loan to an app already whitelisted for BNPL, for example, means a fresh submission for that journey.
The Whitelisting Package
Policy Vetting
A whitelisting application carries the lender’s key policies, vetted by a law firm, and the law firm’s certificate that it has done so.
Vetted Policies and the Certificate
Ammara vets those policies against the NBFC Regulations and the SECP’s digital lending requirements, checks that they match how the app actually works, and keeps them current as the business changes.
Vetted policies with every change tracked, the vetting certificate for the whitelisting package, and a short note of any gap between the policies and the app journey, so it is fixed before the SECP finds it.
Framework
The Rules Ammara Works Under
- Companies Act 2017The corporate law every NBFC is incorporated under, and the filings that record changes to the company.
- NBFC (Establishment and Regulation) Rules 2003How NBFCs are formed and licensed, from the permission to form to the licence itself.
- NBFC and Notified Entities Regulations 2008How licensed NBFCs operate: governance, prudential requirements and reporting.
- SECP Circular 12 of 2024Requirements for digital lending, which an app is reviewed against before whitelisting.
- SECP Circular 14 of 2024The self-assessment declaration format for app whitelisting, with its Annexure-A checklist and Annexure-B documents.
From Clients
Questions NBFCs Ask Ammara
Can we launch our app while whitelisting is pending?
No. A digital lending app is not offered to borrowers until the SECP has whitelisted it, which is why the compliance review happens before the application rather than after.
We already have a whitelisted app. Do we need to apply again for a new product?
Yes, for the new journey. Adding a product, such as a cash loan inside an app already whitelisted for BNPL, needs that journey whitelisted before it launches.
Does a new product need the SECP’s approval?
It depends on the licence. A product outside the licence’s permitted business may need approval or an amendment to the licence before launch, so the first step is checking it against the licence’s terms.
We’re appointing a new director. What has to be filed?
Fit and proper declarations and supporting documents, the SECP’s approval where the rules require it before the appointment takes effect, and the corporate filings that record the change.
When should we start our licence renewal?
Well before the expiry date, so the SECP can process it while the licence is still in force. Renewal rests on the compliance record, so in practice it starts with filing on time throughout the term.
Can you handle our filings on an ongoing basis?
Yes. Alongside one-off filings, Ammara can run an NBFC’s filing calendar: tracking every recurring deadline and pending approval, and preparing each filing as it falls due.
Contact
Speak With Ammara
Licensing a new NBFC, or keeping an existing one in good standing? Write to Ammara.
- RegulatorSecurities and Exchange Commission of Pakistan
- PracticeNon-banking finance companies: licensing, filings and app whitelisting
Client identities are withheld. Nothing on this page is legal advice.