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Company Registration

Company Registration in Pakistan: A Quick Guide

This guide explains the company registration process in Pakistan, covering business types, SECP requirements, and key legal aspects. It helps individuals understand how to set up, register, and manage a private limited company, sole proprietorship, or foreign company in Pakistan.

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Understanding Company Law and Types of Companies in Pakistan

Under the Companies Act, 2017, a company is a separate legal entity registered under the law. It can own property, enter contracts, and sue or be sued in its own name. Pakistani company law allows different types of companies, each designed to meet specific business needs.

Company Limited by Shares

A company limited by shares is one where members’ liability is limited to the unpaid amount on their shares.
Types include:

  • Single Member Company (SMC):
    Formed by one person only, who acts as the sole director and shareholder.

  • Private Limited Company (Pvt. Ltd.):
    Requires at least two members, with a maximum limit of 50 members. Shares are not offered to the public.

  • Public Limited Company (Ltd.):
    Requires at least three members and is allowed to offer shares to the public.

Other Types of Companies in Pakistan

  • Company Limited by Guarantee:
    In this type, members agree to contribute a fixed amount if the company is wound up. It commonly includes non-profit organizations formed under Section 42 of the Companies Act, 2017.

  • Unlimited Company:
    A company where members have unlimited liability for the company’s debts and obligations.

  • Specialized Companies:
    These are formed for specific regulated businesses such as banks, insurance companies, NBFCs, and brokerage firms. Special approvals and licenses from relevant authorities are required before starting operations.

Licenses and Sector-Specific Approvals

  • Non-Profit Organizations (NPOs):
    Must obtain a license under Section 42 of the Companies Act, 2017.

  • Specialized Businesses:
    Banking, insurance, and NBFCs require relevant sector-specific licenses.
    Public sector companies must comply with the Public Sector Companies (Corporate Governance) Rules, 2013.

Types of Business Setups in Pakistan

Pakistan offers several business structures. Each has its own advantages, depending on ownership, liability, and business goals.

  1. Sole Proprietorship
    Owned by one person. Easy to start, but the owner has unlimited personal liability.

  2. Partnership Firm / Association of Persons (AOP)
    Formed by two or more persons (up to eight). Partners share profits, losses, and liabilities as per agreement.

  3. Company
    A registered body corporate with a separate legal identity. It can sue or be sued in its own name.

  4. Foreign Company
    A company incorporated outside Pakistan that operates locally through a branch, liaison office, or agent.

  5. Limited Liability Partnership (LLP)
    A hybrid of partnership and company. It has a separate legal identity, and partners enjoy limited liability.

  6. Branch Office
    Allows foreign companies to carry out specific contractual activities in Pakistan only.

  7. Liaison Office
    Used for marketing, promotion, or coordination. It cannot conduct commercial or profit-making activities.

Incorporation of a Company in Pakistan

Under the Companies Act, 2017, a company is incorporated by subscribing to the Memorandum of Association (MOA) and completing registration with the SECP. A public company requires at least three members, a private company requires a minimum of two members, and a Single Member Company (SMC) can be formed by one person.

Legal Requirements for Company Registration in Pakistan

  • Authorized Capital: The maximum share capital a company is allowed to have. There is no minimum requirement; it is set based on the company’s needs and applicable registration fees.

  • Paid-up Capital: The portion of the authorized capital that shareholders have actually paid against issued shares

Documents Required for Company Registration in Pakistan

To register a company with SECP, the following documents are required:

  • CNIC copies of promoters and CEO (passport for foreign nationals)

  • Memorandum of Association (MOA)

  • Articles of Association (AOA)

  • Proof of registered office (rent agreement or sale deed)

  • SIM card registered in the name of any director

  • Valid email address for SECP communication

  • Company Incorporation Form (as prescribed by SECP)

  • Paid challan as per Schedule VII of the Companies Act, 2017

  • Power of Attorney or authority letter (if applicable)

  • Business registration certificate (for branch or liaison office of a foreign company)

Additional Documents for Foreign Directors

  • Attested copy of passport

  • Board resolution approving shareholding and directorship

  • Certificate of incorporation of the foreign company

  • All foreign documents must be attested by the relevant Pakistani embassy/consulate or apostilled, as applicable.

Company Registration Process in Pakistan

Here are the basic steps to register a company with the Securities and Exchange Commission of Pakistan (SECP):
Company Name Search
Apply to reserve a company name through SECP’s eServices portal or by physical application. The name must comply with the Companies Act, 2017 and should not resemble existing companies or contain prohibited words.
Filing for Incorporation
After name approval, submit the incorporation application to SECP along with the Memorandum of Association (MOA) and Articles of Association (AOA). The documents must clearly state the company’s objectives and follow SECP’s prescribed formats.
Name Search Fee
  • Online application: PKR 200
  • Physical application: PKR 500
    Fees can be paid digitally or through a bank challan for manual submissions.
Processing Time
Applications submitted before noon are usually processed the same day, often within four working hours.
Certificate of Incorporation
Once approved, SECP issues a Certificate of Incorporation, confirming the company’s legal existence and eligibility to start business.
How Moiz Law Firm Can Help
Moiz Law Firm provides complete assistance for company registration in Pakistan. Our corporate lawyers manage the entire process, from name reservation to document preparation, ensuring full compliance with SECP requirements for a smooth and hassle-free incorporation.

Foreign Company Registration in Pakistan

Foreign company registration in Pakistan is governed under Section 435 of the Companies Act, 2017, along with the Foreign Companies Incorporation Regulations, 2018, which outline the procedures and requirements for foreign entities operating in Pakistan.

Types of Foreign Offices

  • Branch Office: Can be established to fulfill contractual obligations but cannot engage in commercial or trading activities.

  • Liaison Office: Set up for promotional purposes, exploring business opportunities, or providing technical support. Direct business activities are not permitted.

Registration Process

In addition to standard company registration requirements, foreign companies must follow these steps:

BOI Approval: Obtain approval from the Board of Investment (BOI) before applying to SECP. This approval is mandatory for establishing branch or liaison offices.

Document Submission: Submit certified documents, including:

  • Incorporation certificate of the foreign company
  • Board of Directors resolution
  • Required SECP forms
    Documents can be submitted online or at SECP’s Business Centre.
  •  
Fees for Registration

  • Offline submission: PKR 22,000

  • Online submission: PKR 11,000
    Additional costs apply for name reservation and statutory filings as per SECP regulations.

Moiz Law Firm can assist foreign companies throughout this process, ensuring compliance with SECP rules, BOI approval, and smooth establishment of branch or liaison offices in Pakistan.

National Tax Number (NTN) for Newly Incorporated Companies

In Pakistan, the SECP is integrated with the Federal Board of Revenue (FBR) to simplify tax registration. When a company is newly incorporated:

  • SECP shares the company’s information directly with FBR.

  • FBR verifies the details and automatically issues a National Tax Number (NTN) for the company.

This ensures that all newly registered companies have their tax registration in place without the need for a separate NTN application.

Moiz Law Firm can assist companies in ensuring that the NTN is correctly issued and linked with SECP records for smooth tax compliance.

Filing and Approval of Annual Financial Statements in Pakistan

Every company in Pakistan must prepare and file annual financial statements according to its type and paid-up capital.
Types of Annual Financial Statements:

Annual Audited Financial Statements

Mandatory for:

  • Listed companies
  • Public companies
  • Private companies with paid-up capital over Rs. 10 million
  • Foreign companies
  • These statements must be audited by a licensed auditor before filing.
  •  

Annual Unaudited Financial Statements

Mandatory for:

  • Private companies and Single Member Companies (SMCs) with paid-up capital up to Rs. 1 million

  • Exception: If the company is a subsidiary of a public company, audited statements may be required
  •  

Quarterly Financial Statements for Listed Companies

Under Section 237, listed companies must prepare and file quarterly statements:

  • Q1 & Q3: Within 30 days of the quarter end

  • Q2: Within 60 days of the quarter end


These statements must be:

  • Published on the company’s website for shareholders

  • Filed with SECP electronically via eServices or email

Company Exit Policy in Pakistan

A company can formally exit the corporate registry in Pakistan by applying for its name to be struck off under the Companies (Easy Exit) Regulations, 2014. This is an alternative to full winding-up procedures.

Companies Not Eligible to Apply for Easy Exit:

  • Subsidiaries of listed companies

  • Foreign companies

  • Trade organizations licensed under the Trade Organization Act, 2013

  • Companies with outstanding liabilities (loans, taxes, utilities, or obligations to government or private entities)

  • Companies under investigation, inquiry, or court proceedings

  • Companies with management or shareholding disputes

  • Companies involved in illegal or fraudulent activities

  • Housing, real estate development, or real estate marketing companies

  • Companies soliciting public deposits with incomplete repayments or unfulfilled commitments

Winding Up of a Company in Pakistan

Winding up, or liquidation, is the formal process of ending a company’s legal existence. It can occur either by a court order or through a voluntary decision by the company’s members.
Process of Winding Up:
  • Selling the company’s assets
  • Settling debts and liabilities
  • Distributing any remaining assets to shareholders according to their shareholding ratio
Process of Winding Up:
  1. Compulsory Winding Up: Initiated by a court, usually due to insolvency or bankruptcy

  2. Voluntary Winding Up: Initiated by shareholders or directors who decide to dissolve the company
Legal Effect:
Once the winding up is complete, the company ceases to exist and loses its legal status.

Conclusion

Starting a business in Pakistan requires understanding legal structures, company types, and SECP regulations. This guide is designed to help you make informed decisions and build a compliant, strong foundation for your business. With Moiz Law Firm by your side, you can navigate the registration process and focus on growth with confidence.
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We carefully review your legal issue and plan the best strategy based on your situation and legal requirements.

Our lawyers analyze all facts, documents, and legal options to build a strong and effective case.

We prepare and file your case with the relevant court and represent you professionally throughout the legal process.
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