Company Registration in Pakistan

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Do you wish to know about Company Registration  in Pakistan? Read our guide below written by Pakistan’s Best Company Lawyers, to help you in registering a company in Pakistan.

This article aims to give you comprehensive information on Company Registration in Pakistan. If you are looking to Register a Company in Pakistan, we are only one call away at 03005075993 or you can just send us an email at jm@joshandmak.com for a quick response within 20 minutes 24/7.

Public Company in Pakistan:

For the purposes of Company Registration in Pakistan any three or more persons associated for lawful purpose may, by subscribing their names to the Memorandum of Association and complying with the requirements of the Ordinance form a public company in Pakistan

Private Company in Pakistan:

For the purposes of Company Registration in Pakistan any one or more persons so associated may, in like manner, form a private company in Pakistan.

Single Member Company (SMC) in Pakistan:

For the purposes of Company Registration in Pakistan if only one member forms a private company, it is called a single member company and if it is formed by more than one member, it is termed as a private company.

Requirements for Company Incorporation in Pakistan

To incorporate a Private Limited or LLC company in Pakistan you will require the following documents:

  1. A filled and formulated Memorandum of association detailing all the tasks a company will perform
  2. A filled article of association
  3. Digital Signatures from NIFT (Pakistan) for each director.
  4. An address for your company in any one province of
  5. Your National ID Card Color Scanned copy (For Pakistani Nationals) Passport in case of foreign Nationals. Each Director needs to have either NIC or passport
  6. Pakistan or Federal Territory
  7. Necessary Fees to be paid in designated Bank branch

Steps of Incorporation in Pakistan

  1. First step is to visit the web site of SECP and create an account there
  2. Fill out the company Name search form online
  3. Pay the fees of Rs. 200 thru the chalan printed from the SECP web site
  4. Deposit the original chalan at SECP
  5. Collect the name availability certificate from SECP maximum 3 days
  6. Decide on who will be the directors or whether it will be a Single Member company
  7. Make Memorandum of Understanding
  8. Upload the ID cards, Memorandum and Article in PDF format on SECP eservices web site
  9. Incorporation fee chalan will now be available print and pay the chalan
  10. Obtain digital signature for you from NIFT one day process
  11. Sign all forms on SECP thru the Digital Signature and click Submit to SECP
  12. In next 3 – 4 days your will receive an email from SECP about confirmation of incorporation your Incorporation certificate will be sent by post to your office address.

Company Registration in Pakistan

 

Frequently Asked Questions (FAQs) about Company Registration in Pakistan.

What is meant by the term ‘Private Company’?

According to Companies Ordinance, 1984 a private company is a company which, by its articles, restricts the right to transfer its shares, if any. It also limits the number of its members to fifty not including persons who are in the employment of the company and prohibits any invitation to the public to subscribe for the shares, if any, or debentures of the company.

Which law/s is/are applicable for the incorporation of companies?

Relevant laws are Companies Ordinance, 1984, Companies (General Provisions and Forms) Rules, 1985, Single Member Companies Rules, 2003 and Code of Corporate Governance for limited companies.

How many different types of Companies are there?

Companies Ordinance, 1984 mentions three types of companies; a company limited by shares, a company limited by guarantee and an unlimited company. Companies registered in the aforementioned categories in Pakistan are a single member company, a private limited company, a public limited company which may be listed or unlisted and a foreign company.

What is the minimum number of members needed to forming a company?

An unlisted public company must have at least three members/directors whereas a company listed at the stock exchange must have at least seven members/directors. A private company may have only two members/directors and a single member company can be formed with one chief executive and a company secretary.

According to Company Law what is Special Resolution?

According to Companies Ordinance, 1984 Special Resolution means a resolution which has been passed by a majority of not less than three-fourths of those members entitled to vote which are present in person or by proxy at a general meeting of which not less than twenty-one days notice is given specifying the intention to propose the resolution as a special resolution. Provided that all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at that meeting.

Q .What is the Memorandum of Association of a company?

The Memorandum of Association primarily specifies the framework of a company’s objectives and capital boundaries. It is the constitution of a company and is its main document. A company cannot incorporate without a memorandum of association. It provides information about a company, its financial structure and its functions. The Memorandum of Association governs a company’s business operations by highlighting the clauses of what a company can do and what it cannot. These include such items as Name clause, Registered Office Clause, Object Clause, Liabilities Clause and Authorized Capital Clause. The object clauses cannot be changed or enlarged without the approval of Securities and Exchange Commission of Pakistan.

What are Articles of Association?

Articles of Association highlight the internal regulations for the management of the company. It also states the roles and functions of the company’s management. Articles of Association govern the company management’s operations, they transcribe the rules for conducting daily business in accordance with applicable laws e.g. transfer and transmission of shares, any mode of alteration in capital, the holding of meetings, voting, powers and duties of directors and the chief executive, the distribution of dividends, capitalization of profits and reserves, preparation of accounts, winding up, etc.

Can Articles of Association be altered after incorporation?

Yes, a company can alter its articles of association at any time after the passing of a special resolution by the shareholders.

Can I convert my sole proprietor business into a company?

Yes, a sole proprietor business can be converted into either a sole proprietor company or a private limited company.

To start a small business which form should I adopt

You can adopt any one option that is; becoming a sole proprietor, forming a single member company or forming a partnership and you can also form a private limited company.

Can a foreigner be a director of a Pakistani Company?

Yes, foreigners can be directors of a Pakistani Company providing they comply compliance with the Foreign Exchange Regulations.

How does a director resign from a Private Limited Company?

A director can resign at any time subject to the clearance of any liability against him.

What is the minimum paid-up capital needed by a Private Limited Company?

The minimum paid up capital at the time of incorporation of a private limited company must be Pakistani Rupees 1, 00,000. There is no upper limit on either the authorized capital or the paid up capital and this capital can be increased any time.

What is the difference between authorized capital and paid up capital?

The authorized capital is the limit up to which the directors are competent to issue shares. Paid up and subscribed capital means the capital is actually issued in favour of the directors/shareholders within the limits of authorized capital.

In future I am thinking of increasing the paid-up capital of my company, is this possible?

Yes, you can increase the amount subject to the compliance of the requirements within the Companies Ordinance, 1984.

What are the requirements for a foreign company opening a branch in Pakistan? (For more information read our article on Foreign Company’s Branch office set up in Pakistan here.

Foreign companies can establish a principal place of business in Pakistan after complying with the legal requirements laid down under sections 452 – 460 of the Companies Ordinance, 1984.

Can I change my company name after incorporation?

Yes, a company name can be changed at any time after the incorporation, by the passing of a special resolution by the members and a certificate of change of name is issued by the Securities and Exchange Commission of Pakistan in whose jurisdiction the registered office of the company is situated.

I do not live in Pakistan, can I still set up a new company?

Yes, you can set up a company. If a Chief Executive/director resides outside Pakistan for more than three months at a time then he can appoint an alternative director in his place

Can I choose any name I want for my new company?

You can choose any name but it will be subject to the approval of the Securities & Exchange Commission of Pakistan.

What are non-profit companies? Read more about Non-Profit Companies in Pakistan here

Non-profit companies are generally formed with the objective of promoting art, science, social services, etc. and the members are prohibited from receiving any dividends. Such companies are exempt from the requirements of using the word “limited” at the end of the name and are authorized to operate under a license issued by the regulator.

Are there any restrictions on foreigners who wish to do business in Pakistan?

There is no restriction on foreigners wishing to do business in Pakistan.

Do foreigners need a Pakistani national to form a company?

Foreigner can form a company with 100% equity subject to the approval of Board of Investment, Government of Pakistan otherwise they must have someone from Pakistan to be a director.

Does a company need a separate national tax number?

Yes, every company is assigned a national tax number as without it a company cannot file its return. Documents which a company requires for their national tax number are photocopies of the computer national identity card of all the directors or passport in case of a foreigner, incorporation certificate and an application for a national tax number by an individual director in case they do not have national tax number.

What are taxation rates for companies in Pakistan?

The income tax payable by companies in Pakistan is approximately 35% of the net profit of the company.

Is it necessary to form a company or a partnership to start a business in Pakistan?

No, it is not necessary to form a company or a partnership to start a business in Pakistan.

Can anyone be a director in a company?

Yes anyone can be a company director provided he holds a computer national identity card and he or she is not debarred by any competent court of law to become a director.

What does limited liability mean?

Limited liability means that if a company is put into liquidation, the people who own the company will only be required to pay what they have already paid, or agreed to pay, towards the settling of its debts. Limited liability gives the owners of the company protection if the company fails. Liability of directors/members is limited to the extent of company shares they hold.

What if I no longer need my company in Pakistan?

If you decide that you do not need a company that you have set up you should consider putting it into voluntary liquidation if the company is solvent and is in a position to pay its liabilities within twelve months from the date of winding up. If the company cannot afford this and is insolvent then you may apply for its compulsory liquidation through the courts or apply for it to be “struck off the register” if the company has no assets and liabilities.

What are the different modes of winding up a company in Pakistan?

According to Companies Ordinance, 1984 modes of winding up of a company are by the court, voluntary winding up, winding up subject to the supervision of the court and winding up by the creditors

What is meant by a registered office?

The registered office is the official address of your company where the correspondence can be exchanged between the company and his clients.

Can I change my registered office address from Karachi to Lahore?

A company can change the place of its registered office from province to province and from place to place within the same province.When a company intends to shift its registered office from one province to another it must pass a special resolution, obtain confirmation of the change from the Securities and Exchange Commission of Pakistan and file a certified copy of the authority’s order, together with the altered memorandum, with the registrar of both the provinces. Notice of the new location shall also be given to the registrar and every copy of the memorandum and articles of association shall be amended accordingly. The office of a company may be removed from one place to another within the same province by a special resolution and a notice to the registrar.

What is the meaning of an unregistered company?

An unregistered company is one which is not incorporated under the Companies Ordinance, 1984.

Can a Private Limited Company be converted into Public Limited Company?

Yes, a private company may convert its status to public limited company by altering its Articles of Association.

Can a Public Limited Company be converted into Private Limited Company?

Yes, a public limited company can be converted into a private limited company subject to the approval of the Securities and Exchange Commission of Pakistan.

Can I convert my Private Limited Company into Single Member Company?

Yes, a private company can be converted into a single member company by passing a special resolution for change of status, make the necessary alterations in its articles of association and obtain the approval of the Securities and Exchange Commission of Pakistan.

Can a Single Member Company be converted into Private Limited Company?

Yes, a single member company can be converted into a private limited company.

Can a minor be a director of a Private Limited Company?

No, minor cannot become a director of either a private or public limited company.

Can a director of a company hold a government post?

No, a director cannot hold any office of profit.

What are the requirements after the establishment of place of business by foreign companies in Islamic Republic of Pakistan?

As per Companies Ordinance, 1984 a foreign company incorporated outside Pakistan is required to file the following documents to the registrar securities and exchange commission of Pakistan concerned within 30 days from the establishment of its place of business in Pakistan;

A certified copy of the charter, statute or memorandum and articles of the company accompanied by Form 38. The certification is to be given by:- (a) the public officer in the country where the company is incorporated to whose custody the original is committed or (b) a public notary of the country where the company is incorporated; or (c) an affidavit of a responsible officer of the company in the country where the company is incorporated. The signature or seal of the certifying person shall be authenticated by a Pakistani diplomatic consular or consulate officer. If the document is not in English, duly certified translation in the English or Urdu language is provided.

  • The Address of the registered office or principal office of the company on Form 39;
  • Particulars of all directors, chief executive and secretary (if any) of the company, on Form 40;
  • Particulars of the principal officer of the company in Pakistan, on Form 41;
  • Particulars of person(s) resident in Pakistan authorized to accept service on behalf of the foreign company, on Form 42 along with the certified copy of the appointment order, authority letter of board of directors’ resolution and consent of the principle officer;
  • Address of the principal place of business in Pakistan of the foreign company, on Form 43.
  • Permission letter from the Board of Investment with a specific validity period for the opening and maintaining of a branch/liaison office by a foreign company.

Any change or alteration in the particulars stated in the documents and returns filed at the time of registration is required to be filed on form 44 with the registrar concerned within 30 days of such change or alteration. The foreign company is required to file annual accounts with the registrar concerned in respect of its operations within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and the places of business of the company in Pakistan within the prescribed period. Foreign companies are required to submit the renewal/extension of the permission to open/maintain a branch/liaison office from the Board of Investment on the expiry of the validity period of the permission originally granted. A foreign company is required to give notice on form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province or provinces in which such place or places of business are situated.

 

What are additional directors?

Additional directors are those who are not required to acquire the share qualification of an ordinary director, as they are the nominees of the financial institution who extended the credit facilities to the companies.

Can a body corporate be appointed as a director of a company?

No. A body corporate, association or firm cannot be appointed as a director of a company, only an individual can be appointed as a director of a company as nominee.

How is the chief executive appointed within a company?

All companies are required to appoint a CEO, or Chief Executive Officer, except when the company is managed by a managing agent. The first Chief Executive Officer is appointed by the directors of the company at the date of commencement of business or within 15 days from the date of incorporation, whichever is earlier and thereafter within 14 days of the date of election of directors.

What happens if the accounts and annual returns of a company are not filed on time?

Failure to deliver documents on time is an offence under the Companies Ordinance, 1984. On this failure, directors could be prosecuted and penalized.

Can share holders in a Private Limited Company remove a director?

Yes, shares holders can remove a director by passing a resolution in a general meeting.

Are shares in a company transferable?

Shares in a company are freely transferable, subject to certain conditions, and such no shareholder is permanently or necessarily wedded to a company. When a member transfers his shares to another person, the transferee steps into the shoes of the transferor and acquires all the rights of the transferor in respect of those shares.

Can a company delegate its powers to any person?

Yes. A company may, by writing under its common seal, empower any person either generally or in respect of any specified matters as its attorney, to execute deeds on its behalf in any place either in or outside Pakistan and every deed signed by such an attorney on behalf of company and under his seal. Where sealing is required it will bind the company and have the same effect as if it were under its common seal.

Disclaimer: The information available above is not intended to be comprehensive, and many details which may be relevant to particular circumstances have been omitted. Accordingly, it should not be regarded as being a complete source of company law information, and web users are advised to seek independent professional advice before acting on anything contained herein. Josh and Mak International will not take any kind of responsibility for the consequences of errors or omissions.

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As per the Companies Ordinance, 1984 there are three different forms of companies.

  •  A company limited by shares
  • A company limited by guarantee
  • An unlimited liability company

Advantages associated with company registration in Pakistan

A common perception among people is that by registering their business as Private Limited company their business is going to progress very rapidly as compare to any other business. The perception in simpler words is completely wrong.

First thing while starting a business is not the company registration, the first thing to focus on is to have a workable business plan and idea that in your perception has enough strength to earn you sufficient income as per your plan.

Once planning and arrangement of capital is finalized next step comes to company registration. Company registration is in simple words is providing your business with legal cover. Private Limited Company registration limits the liability of your business up to the amount of capital with which the company is registered.

Other advantages associated with the company registration is explained as under:

Private Limited Company has Unlimited life

Registering your business as Private Limited Company gives it unlimited life because Private limited Company has unlimited business life as compare to sole proprietor or even partnership firm that dissolves immediately upon the death of any member or sole proprietor.

Private Limited company has Limited liability

Once your business is registered as Private Limited Company the liability of the members of the company in case  of any business loss or other issue is limited up to the amount of capital with which the company is registered. Whereas in case of Sole Proprietor or Partnership business registration the liability of the members is unlimited that means in case of any loss or related issue members will be personally responsible to make good the loss through their personal property and bank accounts.

Private Limited Company Registration Offers easy transfer of ownership

In Private Limited company the ownership is transferable from one person to another quiet easily under the guidance provided in companies ordinance, 1984.  Whereas Sole proprietorship can not be transferred and partnership business dissolves immediately upon death or any other issue with the partner.

Private Limited companies allow business names to develop as Brand Name

Private Limited companies once registered with a business name has the benefit that no other company can be registered with the similar name or even with the name that has close resemblance with the name of the company already registered.

Registration as Private Limited Company Offers tax benefits

Private Limited company offers the opportunity to provide the opportunity to provide its directors with the monthly salaries and in this way the net profit of the company is reduced ultimately resulting in tax benefit.

Private Limited companies after registration are regulated by company’s ordinance, 1984.  As per the requirement of companies ordinance, 1984 the court having jurisdiction in the matter of all types of companies including private limited companies is High Court.

However for private limited company and all other types of companies there is an exception that Federal Government may by notification in the official Gazette empower any civil court to exercise the powers. In other words if Federal Government thinks fit it can empower any civil court and in that case private limited companies and all other types of companies registered under this ordinance are dealt by the aforesaid court.

Another restriction imposed by the company’s ordinance, 1984 upon court is that any petition filed before it in the matter of private limited company or any other company is to be disposed of within 90 days.

Appeal against the orders of high court can be made to the  Supreme Court of Pakistan with certain exceptions.

COMPANY REGISTRATION REQUIREMENTS IN PAKISTAN FREQUENTLY ASKED QUESTIONS:

Which form of Business Registration is suitable for long term business in Pakistan?

The most suitable form of business registration in Pakistan for carrying out business is to get your business registered as Private Limited Company Registration. Investment is made in Private Limited Company in the form of equity shares which is divided among the share holders based on the investment made.

The basic requirements for Private Limited Company Registration in Pakistan are as follows:-

Private Limited Company should have minimum Two Directors.

Private Limited Company should have minimum of two Shareholders.

Private Limited Company should have minimum capital of PKR 100,000.

How long does it take to get a Private Limited Company Registered?

Private Limited Company registration takes approximately 10-12 working days the breakup of the days is mentioned below:

Activity Days
Name Availability Application 4 Days
Digital Signatures of Directors 2 Days
Preparation & Submission  of Documents for Registration 2 Days
Liaison with SECP and Correction in case of discrepancies 3 Days
Issue and Collection of Certificate of Company Registration 1 Day

 

What is the Cost involved in Private Limited Company Registration?

The cost involved in company registration in Pakistan is depends on the Authorized Capital of the company. However, the approximate government cost to get Private Limited Company registered  is PKR 10,000 – 14000 depends on the mode of registration and type of companies.

What are the requirements for the foreign companies operating in Pakistan?

Foreign companies operating in Pakistan are treated as local companies. Some of the basic requirements for foreign companies are as follows:

Foreign companies starting operations in Pakistan have to take approval from the Board of Investment of Pakistan before registration.

Company needs to maintain its Books of Accounts.

Company needs to gets its accounts audited from a Chartered Accountant firm in Pakistan.

Company needs to file its tax return with Federal Board of Revenue annually.

Income Tax rate for companies is 35%.

Is it possible for a company to be sole share holder & director of another Private Limited Company?

Since the basic requirement for registration of Private Limited Company is to have minimum of two directors. Hence the requirement needs to be full filled in order to get the company registered.  To overcome any such situation you can give 99% to shares to one shareholder and 1% to the other. The shareholder of a company can be another company but such company has to appoint a person to represent the company in meetings and for other purposes.

 Is it compulsory for directors to be present in Pakistan to get the Private Limited Company registered?

It is not compulsory for directors to be present in Pakistan to get Private Limited Company registered.  Documents can be send through courier and the Securities Exchange Commission of Pakistan does not need the directors to physically appear in their office at any stage of company registration.

Company Registered as Private Limited Company Company Registered as Single Member Company
   1.      A company registered as Private Limited Company cannot invite subscriptions from general public.    1.      This condition is same for the company registered as Single Member Company.
   2.      Transfer of shares is prohibited in the company registered as private limited company.     2.      Transfer of share is also prohibited in the company registered as single member company and can only be done through the will of the only single member or as per the requirements of inheritance law.
   3.      In case of company registered as private limited company nominations of the members of the company is only filed with the company.    3.      In case of company registered as single member company nomination of nominee director is filed with the company and thereafter company notifies the registrar of the companies by filing form S1.
   4.      A company registered as Private Limited Company should have at least 2 members.    4.      A company registered as single member company should have only 1 member.
   5.      In case of company registered as Private Limited company maximum number of members are limited to 50. However the employee members are not counted for the purpose of deciding upper limit and joint shareholders are counted as one.    5.      In case of company registered as single member company only one member is the maximum and minimum limit.
   6.      In case of company registered as Private Limited company certificate to commence business from Registrar is not required.    6.      In case of company registered as single member company there is no requirement to obtain certificate to commence business.
   7.      In case of company registered as private limited company there is no requirement to obtain minimum subscription.    7.      In case of company registered as single member company there is no requirement to obtain minimum subscription.
    8.      For a company registered as private limited company there is no requirement of filing of prospectus except when a private limited company is converted into public limited company.    8.      In case of company registered as single member company prospectus is also not required.
   9.      Filing of accounts with Securities and Exchange Commission of Pakistan is not mandatory in case of company registered as private limited company except when the capital of the company is Rs. 7.5 Million.      9.      Filing of accounts is also not mandatory for company registered as single member company.
   10.  In case of company registered as Private Limited company qualification of auditor is not prescribed except when the capital of the company is Rs. 3 Million or more appointment of Chartered Accountant as auditor is mandatory.    10.  In case of company registered as single member company the conditions for appointment of auditors is similar to that of company registered as private limited company.
   11.  There is no restriction for investment in associated companies and associated undertaking in case of company registered as private limited company.   11.  Same conditions apply for company registered as single member company as are applicable to companies registered as private limited company.
   12.  For company registered as Private Limited company there is no restriction on the business of chief executive of the company. The chief executive of the company can undertake any type of business he wishes to desire.    12.  The conditions for the business of chief executive for single member company are similar to that of the company registered as private limited company.
  13.  Company registered as private limited company there is no requirement for reporting beneficial ownership.    13.  For company registered as single member company the conditions are similar as mentioned on the right for company registered as private limited company.
  14.  There is no requirement for companies registered as private limited company to hold statutory meeting.   14.  Company registered as single member company is also not required to hold statutory meeting.
    15.  Private limited company is also not required to file statutory report.    15.  Company registered as single member company is also not required to file statutory meeting.
   16.  Appointment of company secretary is not mandatory for company registered as private limited company.    16.  For company registered as single member company appoint of company secretary is mandatory.
   17.  In case of company registered as private limited company quorum of the meeting is minimum 2 members present is person having not less than 25% of the voting power on their account or through proxies.    17.  In case of company registered as single member company only a single member present personally or through proxy constitute the quorum.
   18.  In case the company registered as private limited company if number of members is reduced from 2 to 1 it has to convert itself into single member company.    18.  Similarly in case of company registered as single member company if the number of member is increased from 1 it has to convert its self into private limited company.

Advantages associated with company registration in Pakistan

A common perception among people is that by registering their business as Private Limited company their business is going to progress very rapidly as compare to any other business. The perception in simpler words is completely wrong.

First thing while starting a business is not the company registration, the first thing to focus on is to have a workable business plan and idea that in your perception has enough strength to earn you sufficient income as per your plan.

Once planning and arrangement of capital is finalized next step comes to company registration. Company registration is in simple words is providing your business with legal cover. Private Limited Company registration limits the liability of your business up to the amount of capital with which the company is registered.

Other advantages associated with the company registration is explained as under:

Private Limited Company has Unlimited life

Registering your business as Private Limited Company gives it unlimited life because Private limited Company has unlimited business life as compare to sole proprietor or even partnership firm that dissolves immediately upon the death of any member or sole proprietor.

Private Limited company has Limited liability

Once your business is registered as Private Limited Company the liability of the members of the company in case  of any business loss or other issue is limited up to the amount of capital with which the company is registered. Whereas in case of Sole Proprietor or Partnership business registration the liability of the members is unlimited that means in case of any loss or related issue members will be personally responsible to make good the loss through their personal property and bank accounts.

Private Limited Company Registration Offers easy transfer of ownership

In Private Limited company the ownership is transferable from one person to another quiet easily under the guidance provided in companies ordinance, 1984.  Whereas Sole proprietorship can not be transferred and partnership business dissolves immediately upon death or any other issue with the partner.

Private Limited companies allow business names to develop as Brand Name

Private Limited companies once registered with a business name has the benefit that no other company can be registered with the similar name or even with the name that has close resemblance with the name of the company already registered.

Registration as Private Limited Company Offers tax benefits

Private Limited company offers the opportunity to provide the opportunity to provide its directors with the monthly salaries and in this way the net profit of the company is reduced ultimately resulting in tax benefit.

Memorandum of Association for the purpose of company registration in Pakistan

Every company requiring registration in Pakistan whether as Private Limited company, Public Limited company or any other form of company must prepare memorandum of association.

Memorandum of association of any company is basically the constitution of the company or a kind of foundation upon which the structure of the company is based.

The important thing to know is that a company once registered can only undertake those businesses that are mentioned in the memorandum of association of the company so all those businesses that the company proposes to take shall be mentioned in the memorandum of association.

The contents of memorandum of association of any company shall be in compliance with the companies’ ordinance, 1984. The memorandum of association should have following contents:

The name of the company that required registration and also whether it is a company limited by shares, limited by guarantee or any other form of business.

The place also specifying the province where the registered office of the company is going to be.

The basic objective of the registration of the company or in other words the reason why the company is to be registered and the business it is going to undertake.

In case the company is going to be registered as Private Limited company or any other form of company the fact shall also be mentioned that the company is limited company and that the liability of the members of the company is going to be limited up to the amount of unpaid capital in case of Private Limited company.

The amount of share capital shall also be mentioned in the memorandum of association with which the company proposes to get registered.

The distribution of the share capital into share of definite amount is also mentioned in the memorandum of association.

Every subscriber or shareholder mentioned in the memorandum of association of the company shall take at least on share it is not possible to take half share.

The number of shares each member of the company proposes to take shall write opposite to his name that how many shares have been taken by him.

Limited Liability:

This is one of the most important and can be deciding factors while considering the form of business ideal for your needs. Starting new business has many risks involved in fact most of the people invest their whole life savings when starting a new business. Therefore it is quite important for any young entrepreneur to limit the risk involved in starting the new business. The risk is best secured through registration of company as private limited or Limited Liability Company. It means that if for some reason the business completely turn out to be unsuccessful the owners of the company or directors will not be liable to contribute beyond the capital of the company with which it is registered. The payment to any creditors of the company or any other person having legal claim on the company shall be liable only to the extent of the capital with which the company is registered.

Taxation:

Private Limited companies’ taxation structure is quite different from that of sole proprietors or partnership firms. Selection of right form of income tax structure can affect a lot towards the actual income tax paid at the end of year.

Name Reservation Advantage:

Registering your business as Limited Liability Company or private limited company provides you with the security of the business name. In simple words as per the provisions of the companies ordinance, 1984 which is applicable law for companies operating in Pakistan no company shall be allowed to register in Pakistan if it name has similarity with the company already registered. This advantage is clearly not provided to sole traders/proprietors or partnership firms and two sole proprietors can be registered with the same name and same is the case for firm. Therefore good will of the business is always at sake if you business is not registered as private limited company.

 

Company registration in Pakistan Islamabad

Company registration in Islamabad Pakistan is for Just Rs.30,000. This amount includes complete company registration fee of Securities and Exchange Commission of Pakistan, consultancy charges and one free set of certified copies of company documents.

With experience of more than 5 years in company registration in Pakistan Islamabad we believe that we have gone through the process of company formation of almost all types of companies in Pakistan including call centres, rice export companies, freight forwarders, engineering companies and much more.

We also understand that after company registration there are requirements of different bodies for obtaining licenses for operating in Pakistan and companies’ documents should be well drafted keeping in mind the requirements of such body to avoid any hassle during licensing phase.

We developed customise documents of the company including Memorandum of Association , Articles of Association and other supporting documents.

Professional Memorandum of Association is the first step towards company registration and serves as the representative of the company at plenty of places where no employee or stakeholder of company is present. Therefore understanding the importance of this key document in company registration we go into detail discussion with the company promoters to understand the current and future plans of the company.

Another important document during company registration is articles of association which is the operating manual of the company. All the methods to conduct the proceedings of the company such as appointment of directors, chief executive, execution of meetings of the company and similar formalities are addressed in articles of association. We are also well verse with development of this document and have provided this service to hundreds of satisfied customers in Pakistan.

Company registration in Pakistan

Company Registration in Islamabad  Rawalpindi and All Over Pakistan by Josh and Mak International!

In Pakistan the registration of companies is regulated by the Securities and Exchange Commission of Pakistan. All types of companies whether Private Limited or Public Limited have to be registered with Securities and Exchange Commission of Pakistan before applying for license from any Government Body or authority.

The process of company registration normally takes the time of 10 to 15 working days. As in most parts of the world the process starts after selecting a reasonable name for the company which in the opinion of the registrar of the companies is not inappropriate.

Among documents submitted for company registration the two most critical are Memorandum of Association and Articles of Association.  Memorandum of Association is the document that describes the objective of the company registration. This document is drafted by us after close consultation with the clients keeping in view their current and future business objectives.

The other most important document for company registration is Articles of Association. An article of Association is the document that describes the rules and regulations for the company to operate. It is also prepared by Josh and Mak International after consideration of number of factors like number of directors, form of business and other key factors.

Company Registration is the process of Registration of one’s company with the regulatory body of the country. In Pakistan Companies are registered as Private Limited Company or as Public Limited Company.

Private Limited Companies are those whose shares are not traded on any stock exchange of the country whereas Public Limited Companies are those companies whose share are traded on the stock exchange of the country namely Karachi, Lahore and Islamabad Stock Exchange.

Since Public Companies shares are traded on stock exchange the regulatory framework of Companies Ordinance, 1984 is quite strict on Public companies rather then Private Limited Companies that are Privately owned.  Minimum Capital for listing your company or Karachi Stock Exchange is about Rs. 50 Million whereas Private Limited Companies can be registered for even Rs. 100 or any capital you like.

Company registration in Pakistan and requirements with respect to the directors of the company

Directors are persons that have been given the responsibility for the management of the company. There are three different ways in which a person can be appointed as the director of the company. These are mentioned below:

  1. First method of becoming the director of the company is that members of the company in general meeting appoint directors through voting.
  2. Second method by which a person can be appointed on the board of directors of the company is by nomination of the person holding interests in the company. Normally Federal Government, Provincial Governments appoint nominee directors in the companies on the basis of their shareholding or investment in other company.
  3. By appointment as the first director when the company was first formed.

Furthermore companies’ ordinance, 1984 has specified the minimum numbers of directors that have to be appointed in order for the company to function legally these are mentioned below:

  • Single Member Company should have minimum and maximum one director only.
  • Private Limited company should have at least 2 directors.
  • Public company which is not listed on any stock exchange should have at least 3 directors.
  • Public company which is listed on any stock exchange of the country should have at least 7 director

Change of Name after company registration in Pakistan.

Where a company after registration feels that the name of the company is not appropriate and it requires change then it has to follow the procedure defined in the companies ordinance, 1984 which is mentioned as under:

In order to change the name of the company the company has to pass a special resolution in the meeting of the members of the company. Special resolution means a resolution which is passed by at least 2/3 of the members of the company.

Once the resolution of change of name is passed by the company through requisite majority or by 2/3 of the total number of members of the company next step is to make an application to the registrar of the companies for availability of name.

Registrar of companies normally takes 3 to 4 working days to reply about name availability. Further companies’ ordinance, 1984 also mentions the fact that permission of registrar is not required if the only addition is that of the word limited upon conversion of public company into private company or wise versa.

Once the name of the company is confirmed to be change then the company should for a period of one year mention its old name along with the new name outside every office and place of business. Furthermore change of name of the company will not affect any legal proceeding that might have initiated against the company.

Company Registration in Pakistan and different terms used with reference to share capital:

As director of the  company having registration in Pakistan understanding of different terms used with reference to the share capital of the company is inevitable. These different kinds of share capital are mentioned below:

Nominal or Authorized Capital:

Nominal or authorized capital for a company is that amount of capital which it is allowed to issue or in other words it is the maximum limit up to which company is authorized to issue its share capital.

Issued Capital:

Issued capital is the amount of capital which the company offers for subscription to the directors of the company Or it is the portion of authorized capital of the company which is actually been issued to the directors or promoters.

Subscribed capital:

Subscribed capital is that portion of the issued capital which is taken by the shareholders of the company.

Paid up capital:

Paid up capital of the company is that amount which is paid in the form of capital into the company or simply the amount received by the company as capital is called paid up capital of the company.

Company Registration in Pakistan : Conditions for Alteration in Memorandum of Association for a Company Registered in Pakistan:

  1. Companies registered in Pakistan are allowed to make alteration in their memorandum of association for the following reasons:
  2. A company registered in Pakistan can make changes in its memorandum to carry on business more economically or more efficiently.
  3. Registered companies in Pakistan can make alteration in its memorandum of association to attain its purpose by new or improved means.
  4. Changes are also allowed in the memorandum if the company registered in Pakistan is proposing to enlarge the area of its operations.
  5. A company can also make changes in the memorandum of association to carry on any other business which can be conveniently be carried with the existing business of the company.
  6. Similarly modification can also be made in the memorandum of association of the company to restrict or abandon any business mentioned in the memorandum of association.
  7. Changes are also made by companies in their memorandum of association to sell or dispose of whole or part of their business.
  8. Sometimes changes are also made in the memorandum of association of the company registered in Pakistan to amalgamate its business with any other company.

Company registration in Pakistan and the Procedure for holding Annual General Meeting of the company:

As per the requirements of the companies ordinance, 1984 in Pakistan every company is required to hold annual general meeting.

The first such meeting is to be held within eighteen months from the date of registration/incorporation of the company and after that aforesaid meeting is held at least once in every calendar year within a period of 4 months from the end of the financial year and not more than 15 months from holding the last annual general meeting.

In Pakistan companies have normally year end of June so therefore annual general meeting are normally held by the end of the month of the September.

However if for some reason company is not been able to held the meeting in the above mentioned time then in case of listed company the Securities and Exchange Commission of Pakistan and for other companies registrar of companies have the power to extend the time for holding such annual general meeting.

Further for the companies listed on the stock exchange the annual general meeting is held in the town where the registered office of the company is situated.

The last and most important requirement with respect to holding annual general meeting is that the notice of annual general meeting should be given to members of the company at least 21 days before the meeting.

Provisions for registered office for the company registration in Pakistan:

The provisions of companies ordinance, 1984 relating to companies registered in Pakistan are as follows:

A company registered in Pakistan should have a registered office address within 28 days of obtaining certificate to commence business in case of public limited company and in case of company registered as Private limited company from the date of its incorporation the company should have a registered office.

It is the responsibility of every company having registration in Pakistan to communicate the place where its registered office is situated to the registrar within 28 days of getting registration or incorporation.

Similarly the company should also inform the registrar of any change of the registered office within 28 days of making the change.

Companies registered in Pakistan shall also mention the registered office address in annual returns to be filed with the registrar of the companies.

What are different types of online NTN verification?

In Pakistan there are three different types of business registration possibilites:

  1. Registration as Sole Proprietorship
  2. Registration as Partnership Firm
  3. Registration as Private Limited company

Online NTN verification service is offered by Josh and Mak International for all types of Business forms and structures.

FAQ: Company registration in Pakistan with directors present outside Pakistan.

Q: I am residing outside Pakistan and want to register a company in Pakistan, please guide me is it possible to register a company in Pakistan with directors present outside Pakistan, also provide me the details about time and cost of company registration?

As far as the company registration is concerned it is quite easy to register a company without visiting Pakistan. Company registration is basically a three step process and we need your signatures just at the second stage of company registration in addition to the detailed process is mentioned as under:

Name Availability Application:

The first step in company registration is name availability application. The application is made to the registrar of companies. In order to make the application of name availability I just need a suitable name from your side. The process normally takes a time of around 3 to 4 working days.We  do not need signatures from you at this stage and name availability will be completed without signatures, we just need your particulars to make application like Full Name, CNIC number and address in Pakistan of company.

Digital Signatures:

Once confirmation of name availability is received next step is to obtain digital signatures from NIFT for company registration. we will email you the forms of NIFT all you have to do is to take print of the form signed the form and send it to me via courier. For Private Limited company minimum 2 directors are required. Each director has to sign one form and then send me via courier.

The process of digital signatures normally takes a time of around 3 to 4 working days.

Submission of Documents for company registration:

After getting digital signatures the last step is preparation of documents that includes Memorandum of association, articles of association, form 1,21 and 29 of Securities and Exchange Commission of Pakistan and scanned copies of CNICs of directors.

If registrar finds above documents in order the certificate of registration is issued within a period of normally 4 to 5 working days.

Company Registration overall takes a time of 10 to 15 working days. Signatures are required only at one stage and in order to quicken the process we generally email our clients the company forms and which they can return via courier after signatures.

Cost of Company Registration:

To get a quote call us or email us now at 0092-300-5075993. This amount includes all government fees and other charges.

We will provide following services in this amount:

  1. Company Registration
  2. Bank Account opening in the name of company
  3. NTN Certificate of Both the directors and company.

That means all your processes will be cover in this amount and you can start your business with all formalities complete.

I hope all your questions have been answered in detail. However if you require any further information in this regard you can contact us at jm@joshandmak.com

Assuring you the best of our professional services and corporate services at all times.

Company registration in Pakistan and provisions regarding transfer of shares

The mode for transfer of shares in a company registered in Pakistan is provided in the Companies’ Ordinance, 1984. According to the requirements of companies’ ordinance, 1984 the following factors shall be taken into consideration:

The mode for transfer of shares in company registered in Pakistan must be provided in the articles of association of the company.

As far as the application to the company for transfer of shares is concerned it can be made either by the transferor or the transferee.

No transfer of shares shall be allowed by the company until proper instrument for transfer of shares is submitted with the company.

If the original transfer deed in lost then company can still register the transfer of shares in favour of transferee if it is proved to the satisfaction of the company that original transfer deed is lost and application is made on the stamp paper with such declarations as the company may require.

Any person holding any share in the company has the absolute right as per the provisions of the companies’ ordinance, 1984 to transfer such shares unless such right has some restrictions in the articles of association of the company.

If there is no condition mentioned in the articles of association of the company that prohibits the shareholder from registering any transfer of share than company has no authority to refuse such transfer of shares.

The company shall as per the provisions of the companies ordinance, 1984 shall prepare and have ready for delivery share certificates within 45 days of application for registration of transfer of shares.

For company registration in Pakistan requirements for selection of the Name:

As soon as the promoters or proposed directors of the company make a decision for the company registration in Pakistan the next major step is to select a name that is appropriate for the business.

To register a name before company registration in Pakistan is compulsory for this reason an application for the availability of the name for company registration in Pakistan is made to the registrar of the companies.

For selecting a reasonable name following factors shall be taken into consideration:

  • Promoters or proposed directors intending to do company registration in Pakistan should select a name that in the opinion of the commission is not inappropriate of deceptive.
  • To do company registration in Pakistan the proposed name of the company should not be designed to exploit the religious susceptibilities of the people.
  • For company registration in Pakistan name should not be identical with the name of the company already registered.
  • For proper company registration in Pakistan the proposed name of the company should not have close resemblance with the name of the company already registered.

Company Registration in Pakistan and provisions regarding transfer of shares to nominee of deceased member

As per the provisions of companies ordinance, 1984 when a person acquires shares in a company, then he has the right at any time after such acquisition of shares in the company to submit a nomination with the company whereby he confer one or more persons the right to acquire the shares in the company in the event of his death.

Companies ordinance, 1984 further states that if such a nomination is filed with the company as mentioned above and at any time after deposit of such nomination the person who has submitted such nomination dies, then his nominee will be entitled to such shares in the company exclusive of any other person.

There are only two exceptions whereby the person in whose favor nomination was deposited is not entitled to such shares these are:

The person will not be entitled to any shares if such nomination is at any time canceled by another nomination filed with the company.

Secondly if some sort of contingency happens law explains the situation with the help of example that suppose the person in whose favor nomination was created predeceases the nominating person then such nomination to the extent of person who died becomes cancelled.

Another important thing about nomination mentioned in the law  is that only spouse, father, mother, brother, sister and son or daughter can be the nominees.

Private Limited Company Registration Advantages:

Before discussing the advantages of business registration as Private Limited Company it is necessary to understand what is a Private Limited company?

Every company when registered anywhere in the world has to specify that how much capital the owners of the company are going to invest in the company. This amount is known as the capital of the company for registration purposes. It is not necessary that all the capital is invested in the form of cash but sometimes people also contribute by providing their personal assets to the business such as car, land and other similar things.

When the documents are submitted for registration of company it is necessary to mention this amount. Second thing to understand is that every company that is registered in Pakistan is a separate legal person within the eyes of law it means that all the assets and liabilities of the company belong to it.

Now what is the meaning of word Private Limited that means in simpler words that suppose due to some incident the company is slammed with a fine of an amount of Rs. 300,000 but the original capital of the firm is Rs. 200,000. So in that case company is liable to pay only Rs. 200,000 because the liability of the company is limited up to the amount of capital and no personal assets of the directors shall be taken into custody for settling any claim of any creditor.In recent years however the law of ‘corporate veil lifting’ has somewhat changed this notion.

Private Limited companies after registration are regulated by company’s ordinance, 1984.  As per the requirement of companies ordinance, 1984 the court having jurisdiction in the matter of all types of companies including private limited companies is High Court.

However for private limited company and all other types of companies there is an exception that Federal Government ma, by notification in the official Gazette empower any civil court to exercise the powers. In other words if Federal Government thinks fit it can empower any civil court and in that case private limited companies and all other types of companies registered under this ordinance are dealt by the aforesaid court.

Another restriction imposed by the company’s ordinance, 1984 upon court is that any petition filed before it in the matter of private limited company or any other company is to be disposed of within 90 days.

Appeal against the orders of high court can be made to supreme court with certain exceptions.

Company registration in Pakistan and unlimited liability of members

In Pakistan companies are registered under companies’ ordinance, 1984. As per the provisions of the companies’ ordinance, 1984 companies can be registered with unlimited liability of members. Further such companies may or may not have share capital.

Furthermore as per the provisions of companies ordinance, 1984 it is also possible that companies once registered with limited liability can be re-registered as companies with unlimited liability of the members of the company and vice versa. Companies’ ordinance, 1984 also states that if company registered with unlimited liability is re-registered as company with limited liability it shall not affect any debts, rights and liabilities contracted before such transformation.

Similarly Companies Ordianance, 1984 also provides that company can have directors with unlimited liability or in simpler words in case of any legal dispute even the personal assets of the directors can be held liable. However it is important that before any member of the company is recommended for appointment as director with unlimited liability such person shall be given notice of the fact that he will be appointed in the company as director with unlimited liability.

Similarly if the director with limited liability in the company is to be appointed as director with unlimited liability it is important that such director gives his consent to such appointment.

COMPANY REGISTRATION IN PAKISTAN AND OPENING OF BANK ACCOUNT

The next step after company registration in Pakistan is opening of Bank Account in the Name of the company. For that there are various Banks Available in Pakistan both National and International. You can got to any Bank and ask them about opening a Bank Account in the name of the company.

All the Banks will ask you to bring documents of company registration before opening of Bank Account. The following documents are required by Banks for opening of Bank Account.

  1. Memorandum of Association of company registered in Pakistan
  2. Articles of Association of company registered in Pakistan
  3. Form 29
  4. Form 1

All these documents should have attested by the Securities and Exchange Commission of Pakistan. Further Bank Also require the a resolution passed by the Board of Directors authorizing the opening of Bank Account.

Lastly an application in the name of the Bank from the Directors requesting it to open a Bank Account.

To obtain certified copies of documents from Securities and Exchange Commission of Pakistan an application is made either  online or offline to the registrar to issue certified copies of the above mentioned documents for company registration in Pakistan.

After deposit of Application you have to submit the fee in the designated branches of Bank normally Muslim Commercial Bank only selected branches.

Once the fee is deposited the registrar issues the certified copies of documents which are later used for opening of Bank Account for company registered in Pakistan.

Role of promoters for company registration in Pakistan

Before discussing the role of promoters for company registration in Pakistan it is better to understand what is a promoter?

Promoter is defined as the person, firm or a company that takes the initiative to form a private limited company or any other form of company and make all the arrangements right from the beginning of the process of company registration till the company registration in Pakistan.

The Role of Promoters of the company can be defined as:

  1. Promoters are those who have conceived the idea of registration of company and its kind whether it is Private limited company, public limited company or any other form of company.
  2. Secondly promoters also finalise the name of the company and in first step make an application for the availability of the name of the name with Securities and Exchange Commission of Pakistan.
  3. Promoters also take a decision about the amount of capital with which the company is going to get registered and make payment of fees to Securities and Exchange Commission of Pakistan accordingly.
  4. After incorporation of the company promoters are also responsible for selection of company auditor, legal advisors and Banks for the purpose of opening Bank accounts.
  5. Promoters also fulfil all the responsibilities as required by the Securities and Exchange Commission of Pakistan until the company is registered.
  6. After registration of the company the company then comes under the control of the directors of the company these directors are normally the promoters or persons selected by them to undertake the role as the directors of the company.

Company registration in Pakistan and procedure for holding Annual General Meeting of the company:

As per the requirements of the companies ordinance, 1984 in Pakistan every company is required to hold annual general meeting.

The first such meeting is to be held within eighteen months from the date of registration/incorporation of the company and after that aforesaid meeting is held at least once in every calendar year within a period of 4 months from the end of the financial year and not more than 15 months from holding the last annual general meeting.

In Pakistan companies have normally year end of June so therefore annual general meeting are normally held by the end of the month of the September.

However if for some reason company is not been able to held the meeting in the above mentioned time then in case of listed company the Securities and Exchange Commission of Pakistan and for other companies registrar of companies have the power to extend the time for holding such annual general meeting.

Further for the companies listed on the stock exchange the annual general meeting is held in the town where the registered office of the company is situated.

The last and most important requirement with respect to holding annual general meeting is that the notice of annual general meeting should be given to members of the company at least 21 days before the meeting.

Company Registration in Pakistan Conditions for alteration in Memorandum of Association for company registered in Pakistan:

Companies registered in Pakistan are allowed to make alteration in their memorandum of association for the following reasons:

A company registered in Pakistan can make changes in its memorandum to carry on business more economically or more efficiently.

Registered companies in Pakistan can make alteration in its memorandum of association to attain its purpose by new or improved means.

Changes are also allowed in the memorandum if the company registered in Pakistan is proposing to enlarge the area of its operations.

A company can also make changes in the memorandum of association to carry on any other business which can be conveniently be carried with the existing business of the company.

Similarly modification can also be made in the memorandum of association of the company to restrict or abandon any business mentioned in the memorandum of association.

Changes are also made by companies in their memorandum of association to sell or dispose of whole or part of their business.

Sometimes changes are also made in the memorandum of association of the company registered in Pakistan to amalgamate its business with any other company.

Company Registration in Pakistan and different terms used with reference to share capital:

As director of the  company having registration in Pakistan understanding of different terms used with reference to the share capital of the company is inevitable. These different kinds of share capital are mentioned below:

Nominal or Authorized Capital:

Nominal or authorized capital for a company is that amount of capital which it is allowed to issue or in other words it is the maximum limit up to which company is authorized to issue its share capital.

Issued Capital:

Issued capital is the amount of capital which the company offers for subscription to the directors of the company Or it is the portion of authorized capital of the company which is actually been issued to the directors or promoters.

Subscribed capital:

Subscribed capital is that portion of the issued capital which is taken by the shareholders of the company.

Paid up capital:

Paid up capital of the company is that amount which is paid in the form of capital into the company or simply the amount received by the company as capital is called paid up capital of the company.

Change of Name after company registration in Pakistan.

  • Where a company after registration feels that the name of the company is not appropriate and it requires change then it has to follow the procedure defined in the companies ordinance, 1984 which is mentioned as under:
  • In order to change the name of the company the company has to pass a special resolution in the meeting of the members of the company. Special resolution means a resolution which is passed by at least 2/3 of the members of the company.
  • Once the resolution of change of name is passed by the company through requisite majority or by 2/3 of the total number of members of the company next step is to make an application to the registrar of the companies for availability of name.
  • Registrar of companies normally takes 3 to 4 working days to reply about name availability. Further companies’ ordinance, 1984 also mentions the fact that permission of registrar is not required if the only addition is that of the word limited upon conversion of public company into private company or wise versa.
  • Once the name of the company is confirmed to be change then the company should for a period of one year mention its old name along with the new name outside every office and place of business. Furthermore change of name of the company will not affect any legal proceeding that might have initiated against the company.

Company registration in Pakistan and requirements with respect to the directors of the company

Directors are persons that have been given the responsibility for the management of the company. There are three different ways in which a person can be appointed as the director of the company. These are mentioned below:

  1. First method of becoming the director of the company is that members of the company in general meeting appoint directors through voting.
  2. Second method by which a person can be appointed on the board of directors of the company is by nomination of the person holding interests in the company. Normally Federal Government, Provincial Governments appoint nominee directors in the companies on the basis of their shareholding or investment in other company.

By appointment as the first director when the company was first formed.

Furthermore companies’ ordinance, 1984 has specified the minimum numbers of directors that have to be appointed in order for the company to function legally these are mentioned below:

  1. Single Member Company should have minimum and maximum one director only.
  2. Private Limited company should have at least 2 directors.
  3. Public company which is not listed on any stock exchange should have at least 3 directors.
  4. Public company which is listed on any stock exchange of the country should have at least 7 directors.

How to do Private Limited company registration in Pakistan?

Although many detailed articles are present on the website that explain the process of company registration in Pakistan. However based on the feedback received from our daily clients this article will summarize the process of company registration in Pakistan.

The process of company registration in Pakistan is explained below:

Name Availability Application

The first step in company registration is to make an application to the registrar of companies for confirming the name selected is available and he has no objection with respect to the name applied.

Application to NIFT for Digital Signature

The next step is to make an application to the NIFT for allotting the digital signature of each director of the company. Separate application is made for each director.

Types of companies registered in Pakistan on the basis of articles of association?

Companies registered under companies’ ordinance, 1984 can be classified into following categories by virtue of articles of association:

Private Limited Company

  • As per the provisions of companies’ ordinance, 1984 private limited companies are defined as:
  • A private limited company is the company which restricts the right to the transfer the shares if any
  • Private Limited company restricts the maximum number of members to be fifty.
  • Private Limited Company prohibits any kind of invitation to general public to subscribe for its any shares and pay any amount to the company in that respect.

Public Company:

  • A company other than a company registered as private limited company is called public limited company. Companies’ ordinance defined certain conditions for public limited companies which are as under:
  • A company registered as public limited company does not impose any restrictions on the number of members that the company can have.
  • A Public company is a company which does not impose any restriction on the right of transfer of its shares.
  • Public company does not impose any restriction on the invitation to general public to subscribe for its shares and pay any amount in respect of that subscription.

Listed Companies:

  • A public company can be further classified into two categories:
  • Listed company is the company which has its shares listed on any stock exchange. In Pakistan at the moment companies are listed on three stock exchanges of the country namely Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange.

Unlisted Company

  • Unlisted Public companies are those companies whose shares are not listed on any stock exchange of the country and these type of companies are not allowed to trade their shares through stock exchange.

The Procedure for Reduction of Share Capital.

How to Reduce Share Capital of the Company

After company registration if any time the directors or members of the company decide that they want to reduce the share capital of the company following procedure should be followed as per the articles of companies’ ordinance, 1984:

  1. Unpaid share Capital

 After company registration if a company may extinguish or reduce its liability on unpaid shares by reducing the capital to that extent.

  1. Lost or unrepresented by assets of the company:

After company registration if some of the assets of the company is lost for example due to fire the capital of the company does not reflects such assets and therefore in such conditions the company may opt for reduction of share capital.

  1. Excess Capital:

After company registration if at any time the company feels that any paid up capital is in excess of its wants it may opt for reduction of such capital.

After Company Registration the procedure for reduction of share capital is as under:

  1. The directors of the company consider the proposal of reduction of share capital in their meeting and pass a resolution in this regard. The resolution should mention the amount of authorized capital, no of shares and reasons as to why company wants to reduce its share capital after registration.
  2. The next step is directors of the company call a meeting of the shareholders to pass a resolution for reducing the share capital. Notice of meeting shall be sent to the members at least 21 days before the meeting. If at the time of company registration the company was registered as listed company the aforesaid notice shall also be published in at least 2 newspapers circulating in the province where the stock exchange at which the company is listed is situated.
  3. The resolution for reducing share capital is discussed in the meeting and should be passed by a resolution of at least ¾ of the members of the company.
  4. Copy of special resolution is filed with the registrar on the concerned form 26.
  5. Consent of the creditors is obtained.
  6. Petition is filed to the court for order confirming reduction.
  7. Advertisement for reduction is published in newspaper on the direction of the court.
  8. On confirmation from court the following documents are filed with registrar.
  9. Certified copy of the order of the court
  10. Copy of special resolution on Form 26
  11. Amended copy of Memorandum and Articles of Association with new minutes forming part.
  12. Bank Challan as required by Securities and Exchange Commission of Pakistan.

Stock Exchanges are informed about the reduction of share capital.

Alteration shall be mentioned in all subsequent copies of memorandum and articles of association.

Words and reduced shall be added for one year or any other period if fixed by the court to the name of the company.

COMPANY REGISTRATION REQUIREMENTS IN PAKISTAN FREQUENTLY ASKS QUESTIONS:

  1. Which form of Business Registration is suitable for long term business in Pakistan?

The most suitable form of business registration in Pakistan for carrying out business is to get your business registered as Private Limited Company Registration. Investment is made in Private Limited Company in the form of equity shares which is divided among the share holders based on the investment made.

The basic requirements for Private Limited Company Registration in Pakistan are as follows:-

Private Limited Company should have minimum Two Directors.

Private Limited Company should have minimum of two Shareholders.

Private Limited Company should have minimum capital of PKR 100,000.

  1. How long it takes to get Private Limited Company Registered?

Private Limited Company registration takes approximately 10-12 working days the breakup of the days is mentioned below:

Activity Days
Name Availability Application 4 Days
Digital Signatures of Directors 2 Days
Preparation & Submission  of Documents for Registration 2 Days
Liaison with SECP and Correction in case of discrepancies 3 Days
Issue and Collection of Certificate of Company Registration 1 Day

 

What is the Cost involved in Private Limited Company Registration?

The cost involved in company registration in Pakistan is depends on the Authorized Capital of the company. However, the approximate government cost to get Private Limited Company registered  is PKR 10,000 – 14000 or more depending on the mode of registration and type of companies.

What are the requirements for the foreign companies operating in Pakistan?

Foreign companies operating in Pakistan are treated as local companies. Some of the basic requirements for foreign companies are as follows:

Foreign companies starting operations in Pakistan have to take approval from the Board of Investment of Pakistan before registration.

Company needs to maintain its Books of Accounts.

Company needs to gets its accounts audited from a Chartered Accountant firm in Pakistan.

Company needs to file its tax return with Federal Board of Revenue annually.

Income Tax rate for companies is 35%.For small companies it is 25%

Is it possible for a company to be sole share holder & director of another Private Limited Company?

Since the basic requirement for registration of Private Limited Company is to have minimum of two directors. Hence the requirement needs to be full filled in order to get the company registered.  To overcome any such situation you can give 99% to shares to one shareholder and 1% to the other. The shareholder of a company can be another company but such company has to appoint a person to represent the company in meetings and for other purposes.

Is it compulsory for directors to be present in Pakistan to get the Private Limited Company registered?

It is not compulsory for directors to be present in Pakistan to get Private Limited Company registered.  Documents can be send through courier and the Securities Exchange Commission of Pakistan does not need the directors to physically appear in their office at any stage of company registration.

Different types of companies registered in Pakistan (Classification based by virtue of legal form):

By virtue of legal form companies can be classified into following types:

Statutory Company

The company that is formed under special statue is called statutory company. This type of company is governed by the ordinance under which this type of company is created. As in most of other parts of the world there are companies in Pakistan that are formed under some special statue. In Pakistan one of the most renowned statutory companies is State Bank of Pakistan. State Bank of Pakistan is a statutory company and is regulated by the state bank of Pakistan ordinance.

Chartered company

Chartered company is formed under a special charter granted by the head of the state, or Queen or King in some countries. This type of company normally enjoys some special rights or privileges over other companies. The Chartered Bank of England is an example of chartered company.

Government Company

Government company is the type of company in which majority of the shareholding is controlled by the Government or in other words if 51% or more of the paid up capital of the company is owned by the Government such type of company is called Government company. Further a company which is a subsidiary of the Government company is also called Government company.

Registered Company

A registered company in Pakistan is the company which is registered under the provisions of the Companies Ordinance, 1984. These companies have different types which are explained below:

Company Limited by Shares

A company limited by shares is the type of company in which the liability of the members of the company is limited to the amount   unpaid on the shares if any. In simple words if company has authorized capital of Rs. 100,000 out of which members have paid just Rs. 40,000 then in case of any legal action or other dispute the members of the company are liable to contribute just Rs. 60,000.

Company Limited by guarantee

A company limited by guarantee is the type of company in which the liability of the members of the company is limited up to the amount undertaken by members to contribute in the event of winding up of the company. In simple words the liability of the members is limited up to the amount guarantee by them.

 Unlimited company

Unlimited company is the type of company in which the liability of the members of the company is unlimited. In simple words if the company is in the course of winding up then to settle creditors and other claims against the company there is no limit of contribution and even the personal assets of the members can be ordered to be taken in custody for the purpose of settlements of winding up of the company.

Registration
Any company which is eligible for registration under rule 3 of the Credit Rating Companies Rules, 1995 as a credit rating company may make an application in Form I to the SECP for registration. This application shall, besides the other documents referred to in Form-I, be accompanied by a fee of one hundred thousand rupees as registration fee.

The SECP may, if it is satisfied after such enquiry and after obtaining such further information as it may consider necessary that the applicant is eligible for registration and that it would be in the interest of the capital market so to do may grant a certificate of registration to such company in Form II.

Renewal of Registration
The certificate of registration of a company shall be valid for one year and shall be renewable on payment of a fee of ten thousand rupees through an application made on Form III.

The SECP shall, after making such enquiry and after obtaining such further information as it may consider necessary, renew the registration of such company for one year in Form IV within thirty days of the receipt of the application or further information, as the case may be.

Cancellation of Registration
Where the SECP is of the opinion that a credit rating company has contravened any provision, or has otherwise failed to comply with any requirement of the Ordinance or of any rule or direction made or given thereunder, the SECP may, if it considers necessary in the public interest so to do, by order in writing, cancel the registration of the credit rating company. However, no such order shall be made except after giving the credit rating company an opportunity of being heard.

 

The applicants must comply for the company registration with the incorporation process as under:-

  1. Name your company and Get it approved

While choosing the name for your company – make sure, not to use the Prohibited terms.  Any deceptive or inappropriate words will not be approved by the SECP and the validity of your proposed selection of name will be scrutinized. So as to assure that, it is neither identical with the existing companies’ name nor closely resembling. For that reason, you must abide by the criteria laid down for naming the company, to get the possible approval by SECP.

  1. Pay the fees for incorporation and Register your company

A name availability certificate is required from SECP and for the purpose you may file application. The fees for which could be paid using any bank challans at designated Muslim Commercial Banks (MCB). After this, you come to a level of registration where the SECP ask you to submit the following documents:

  • Declaration of compliance
  • Identification of office’s location
  • Particulars of directors, secretary, chief accountant, auditors and other
  • Copies of  the Memorandum and Articles of Association with each member’s signature

A quick brief-on:
Memorandum of Association explains your business sector of the company e.g. Institution, Travel agency, Trading or manufacturing, Supply or chain of stores. To put simply, MOA tells about the relationship of your company with the outside world.

Articles of Association lets know about the day-to-day proceedings within the company i.e. what role CEO and directors would play, business concerned meetings and the appointments of employees, in short- how the company will run.

Get Digital Signature and Make a Company Seal

The signature is granted by National Institutional Facilitation Technologies (NIFT) and can be obtained using E-services of SECP. After the certificate of incorporation is issued, you may be required to present a company seal, depending on which city you’re going to start your business in. On the necessity point, it wouldn’t be wrong to mention that some states require a corporation to have a corporate seal, which is also sometimes referred as company seal.

Register for Income, Sales and Professional Taxes

To register for Income tax, you’re supposed to apply for a National Tax Number (NTN) at the tax facilitation of the Regional Tax Office (RTO) of the Federal Board of Revenue (FBR). The requirements for this application are:

  • NTN form
  • Proof of registration
  • Memorandum and Articles of association
  • Bank account number
  • Copies of National Identity Cards (NICs) of companies’ Directors
  • An attestation of business address

All of these are to be submitted at the nearest tax facilitation counter of the RTO in Pakistan.

Sales tax, like the income tax can be registered for, by applying for a Sales Tax Number (STN) at the tax facilitation centre of the Regional Tax Office (RTO) of the Federal Board of Revenue (FBR).

 For the Professional tax, you’ll need to register with Excise and Taxation (ET) Department of the District.

Register with ESSI and EOBI

Depending on the location of your business, you’ll either need to register with

  • Punjab Employees Social Security Institutions (PESSI)
  • Sindh Employees Social Security Institution (SESSI)
  • Likewise (BESSI) or (KPKESSI) for Balochistan and Khyber Pakhtunkhwa respectively.

Under the Employees Old Age Benefits Institution (EOBI), insured employees are entitled to a pension, upon retirement, invalidity in the case of disability, old-age grant and survivor’s pension. Every industry or a commercial establishment with five or more employees has to be registered with the federal Employees Old age Benefits Institution (EOBI).

Register with the Labor Department of the District

To safeguard the Labor standard of the workers, every establishment other than one man shop required to be registered with the District Chief Inspector of the Labor department in each district. For registration, employer must submit the application form A accompanied with Bank challan.

Josh and Mak International Offers Company Registration in Pakistan in all cities including Karachi, Lahore and Islamabad 

Private Limited Company Registration is one of the most preferred form of business by most of the business people. Getting the company registered makes a big difference to the business in the form of trust and interest from other people to work with you. Private Limited Company or any form of company in Pakistan is registered as per the requirements stated in the Companies Ordinance, 1984.

Securities and Exchange Commission of Pakistan is the Government body responsible for registration of all types of companies in Pakistan. The officer responsible for handling of registration of companies matters in Securities and Exchange Commission of Pakistan is called registrar of companies.

As per the requirements of Companies Ordinance, 1984 minimum two directors are required to form a Private Limited Company. However Single Member Company can have a single director.

As per the Companies Ordinance, 1984 there are three different forms of companies.

  • A company limited by shares
  • A company limited by guarantee
  • An unlimited liability company

Company Registration Process in Pakistan: Step No. 1 (Name Availability)

The first step in company Registration in Pakistan is to make an application to the registrar of companies for the availability of name. The application can be made both online and in offline mode and normally takes a period of 3 to 4 days before confirmation of the name applied for new company registration in Pakistan. Before making an application to the Securities and Exchange Commission of Pakistan for company registration please do not forget to do Company Name Search on the Securities and Exchange Commission of Pakistan website. Once the name is confirmed you can proceed with the process of company registration in Pakistan.

Company Registration Process in Pakistan: Step No. 2 (Preparation of Documents)

The second step in company registration in Pakistan is to start preparing documents necessary for the process of company registration. The following are the set of documents need to be prepared in order to successfully complete the process of company registration in Pakistan:

  1. Memorandum of Association

Memorandum of Association is the basic document where all the objectives of the company registration are stated e.g. the basic objective of company registration is to engage in the business of general order supplier or trading company or any other business.

All the business the company is planning to undertake must be stated in the memorandum in order to get the process of company registration in Pakistan to complete.

Four copies of Memorandum of Association must be prepared for company registration in Pakistan.

  1. Articles of Association

Articles of Association is the basic document where all the rules of the company to operate are stated e.g. How directors are going to operate, when how General Meetings of the company undergoing the process of company registration in Pakistan is to be conducted etc.

Four copies of Articles of Association must be prepared also.

  1.   Form 1

Form I for company registration is the basically a declaration of one of the directors of the company about to be registered. Form 1 can be downloaded from Securities and Exchange Commission of Pakistan website. This is another compulsory component of company registration process in Pakistan.

  1. Form 21

Form 21 is the form whereby the address of company undergoing the process of company registration in Pakistan is notified to the registrar.

  1. Form 29

Form 29 contains information about the particulars of the directors of the company that is undergoing the process of company registration in Pakistan. Form 29 is submitted in duplicate.

  1. Power of Attorney

Power of Attorney in favor of any person authorized to submit documents and liaison with the company registration office about different issues during company registration in Pakistan.

  1. Copies of CNIC’s of Directors

Copies of CNIC are of Directors and witness who signed the memorandum and articles of Association of the company that is undergoing the process of company registration in Pakistan.

  1. Name Availability Letter/Email Original from SECP

Letter receives from the Securities and Exchange Commission of Pakistan confirming the name applied for the company that is undergoing the process of company registration in Pakistan.

Company Registration Process: Step No 3 (Submission of Documents and Collection of Certificate)

The last step in the process of company registration in Pakistan is to submit all the above mentioned certificates to the registrar of the companies. Once satisfied with the documents incorporation certificate of the new company registered is issued by Securities and Exchange Commission of Pakistan within 3 to 5 working days and the process of company registration in Pakistan completes with the issue of this certificate.

At this stage it is worth mentioning the advantages associated with company registration as Private Limited Company. Few of the advantages are as under:

1 Minimization of Business Risk:

Small business owners often commit one common mistake that is mixing the money earned through business with their personal wealth. As long as the business is going profitable there is no harm in the aforesaid practice but let’s take the situation if the business goes into loss then as per the requirements of Companies Ordinance, 1984 if you have not registered your company as Private Limited company even the personal property of the proprietor can be taken by the Government to settle the debts of the business.

Smart businessmen take care of this risk of loss by undergoing the process of company registration for their business. As soon as your company is registered as Private Limited the liability of proprietor is secured. In other words Private Limited Company means that the liability of the shareholders will be limited up to the capital subscribed by them as company is a separate legal person.

Making the debate simple the liability of company registered as Private Limited Company has the liability up to its capital and no personal asset of Directors or Shareholders shall be involved in any case.

Therefore company registration as Private Limited Company is very important step towards minimizing your business risks.

2 Minimization of Tax Burden:

Sole proprietor pays taxes on their total income. However business companies that have undertaken the process of company registration as Private Limited Companies pay taxes on their total profits or in other words taxes are calculated by the following formula:

Total Income   minus (-) Total Expenses = Net Profit X Tax Rate = Total Tax Payable

Therefore company registration saves you from paying extra amount of taxes.

3 Positive Impacts and Appeal Enhances towards Customers:

Company Registration creates a really positive image towards your customers. People see companies’ registered properly as serious people interested in doing business rather than unregistered small businesses. Loans from Banks and advantages of business visa to foreign countries are also two of the most appealing benefits to make your business undergo the process of company registration.

4 Capacity Building for bigger projects:

Company registration opens the doors for you towards bigger projects in the industry. Individual efforts do not enjoy the same level of trust and qualified professionals are also reluctant to move towards unregistered businesses. Company registration opens the new doors of business and financing from the financial institutions of the country.

5 Double Advantages:

Company registration proves really fruitful to directors in multiple ways. On one side they receive remuneration as directors and on the other hands they are paid dividends as shareholders if the company makes profits.

6 Name Reservations:

Company registration gives you a unique name that can only be used by you across the country and therefore provided you with the chance of developing a brand name and in return Goodwill for that name.

 7 Enhancement of Managerial skills:

The secret of being a successful businessman is to have command over the blend of managerial and financial skills both. Only Company registration offers you the opportunity to apply both of these skills to together to develop yourself into successful businessman.

8 Winding up and Transfer of Company is quite easy:

Company registration provides you the chance to easily get away from business if you intend to. The shareholding to Private Limited Company can easily be transferred to other shareholders on ongoing concern. This easy change of transfer of ownership can only be achieved by company registration.

Josh and Mak International is a Pakistan based Law firm providing Legal, Corporate and technical business solutions through lawyers, advocates, corporate consultants while performing all the functions of a traditional law firm in Pakistan. Although legal services are the pith and substance of our consultancy we provide complete business solutions from company registration to company dissolution, tax planning to tax returns, patent and trademarks protection, banking, criminal matters, labour matters, civil disputes and much more.

Companies remain the most favored form of business organisations in Pakistan especially for medium and large-scale business enterprises. Legal regime for establishment and regulation of companies in Pakistan is given in the Companies Ordinance, 1984. Whereas the function of administration of these companies is vested in the Securities and Exchange Commission of Pakistan and the Registrar of Companies appointed by the Securities and Exchange Commission of Pakistan for a Province of Pakistan where such company is to be registered.

Under the provisions of the Companies Ordinance, 1984 a company is a corporate body with separate legal entity and a perpetual succession and a company may be formed by persons associating for any lawful purpose by subscribing their names to the Memorandum of Association and complying with other requirements for registration of a company under the provisions of the Ordinance.

The Companies Ordinance, 1984 provides three different types of companies:

  • A company limited by shares
  • A company limited by guarantee
  • An unlimited liability company

Further, under the Companies Ordinance, 1984 two types of limited liability companies are provided namely, a) a private limited company and b) a public limited company (which may be listed or unlisted). Any one or more persons associated for any lawful purpose by subscribing their name(s) to the Memorandum of Association and complying with other registration specific requirements of the Companies Ordinance, 1984 may incorporate a private limited company. Provided that where a company has only one subscriber to the Memorandum of Association then such a company is called a Single Member Company, however, a Single Member Company remains a private limited company for all intents and purposes of the Ordinance. Whereas any three or more persons so associated may form a public limited company. A company limited by shares whether a private company or a public company is the most common vehicle for carrying out a business enterprise in Pakistan.

Prior approval of the relevant Ministries/Departments is required to be obtained before incorporation of the following companies:

  • A banking company
  • A non-banking finance company
  • A security service providing company
  • A corporate brokerage house
  • A money exchange company
  • An Association not for profit u/s42 of the Companies Ordinance, 1984

A trade organisation u/s 42 of the Companies Ordinance, 1984

  Procedure for Registration of a Company in Pakistan:

Following are the requirements for registration of a company in Pakistan:

Step No. 1 for Registration of a Company in Pakistan:

Availability of Name
The first step with regard to incorporation of a company is to seek availability of the proposed name for the company from the Registrar. For this purpose, an application is to be made and a fee of Rs.200 is required to be paid for seeking availability certificate.

Step No. 2 for Registration of a Company in Pakistan:

Filing of documents required for registration of a private limited company in Pakistan
The following documents are required to be filed with the registrar concerned for registration of a private limited company in Pakistan:

  • Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association.
  • Memorandum and articles of association – Four printed copes of Memorandum and Articles of Association duly signed by each subscriber in the presence of one witness.
  • Form 1 – Declaration of compliance with the pre-requisites for formation of the company.
  • Registration/filing fee – A copy of the original paid Challan in the authorized branches of Habib Bank Limited or a Bank Draft/ Pay Order drawn in favour of the Securities and Exchange Commission of Pakistan of the prescribed amount.
  • Authorisation by sponsors – The authorisation of sponsors in favour of a person to make good the deficiencies, if any, in memorandum and articles of association as may be pointed out by the registrar concerned and to collect the certificate of incorporation

Documents required for registration of a Single Member Company in Pakistan:
Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in prescribed form indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death. All requirements for incorporation of a private limited company shall mutatis mutandis apply to a single member company.

Documents required for registration of an association not for profit in Pakistan:
All the documents meant for incorporation of a limited company alongwith a licence issued by the SEC. In case of a trade body, a licence issued by the Ministry of Commerce would also be submitted to the registrar concerned. The application for obtaining the requisite licence from the Commission should be accompanied by draft memorandum and Articles of Association, list of promoters, bio-data of each promoter, declaration, names of companies in which the promoters of the proposed association hold any office, estimates of annual income and expenditure and brief statement of work already done or to be done.

We are offering to register the following companies in Pakistan:

  • A private limited company
  • A single member company
  • A public limited company
  • A company limited by shares
  • A company limited by guarantee
  • An unlimited company

Relevant laws of Pakistan for registration of a company in Pakistan:

  • Companies Ordinance, 1984
  • Companies (General Provisions and Forms) Rules, 1985
  • Single Member Companies Rules, 2003
  • Schedule filing fees

Different ways to register a company in Pakistan were told on this site.

Functions of PBS (Pakistan Bureau of Statistics

  • Collection, compilation and analysis of statistical data relating to various sectors of economy
  • Publication of statistical data
  • Supply of statistical information to Federal Ministries, Provincial Governments and other organizations
  • Research with a view of improving statistics
  • Exchange of statistical information with foreign countries
  • Technical advice and statistical coordination with other departments
  • Evaluation and introduction of standard concepts, definition and classifications pertaining to national statistical series
  • Clearance of statistical projects undertaken by different organizations
  • Evaluation of efficient computation methods for statistical estimation
  • Implementation of policy laid down by the Statistics Division by suitably adopting the Statistical System of Pakistan to conform with the policy
  • Undertaking the National censuses and surveys

A foreign company incorporated outside Pakistan, is required to submit the following documents to the concerned agencies within 30 days of establishing presence in Pakistan:

  1. A certified copy of the charter, statute or Memorandum and Articles of the company, in English or Urdu, accompanied by prescribed Form 38;
  2. Address of the registered or principal office of the company on Form 39;
  3. A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40;
  4. Particulars of the principal officer of the company in Pakistan on Form 41;
  5. Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company on Form 42;
  6. Address of the principal place of business in Pakistan of the foreign company on Form 43(Section 451)

Any change or alteration in particulars stated at serial No. 1 to 6 above is required to be filed onForm 44 with the registrar concerned within 30 days of such change or alteration (section 452); and

Foreign company is required to file annually with the registrar concerned annual accounts in respect of its operations within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and particulars of places of business of the company in Pakistan within the prescribed period (Section 453).

Foreign company is required to give notice on Form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province or provinces in which such place or places of business are situate.

Association

This word may be included in the name of companies to be established on grant of license by the Commission under section 42 of Ordinance or which are established as a Trade Organization under Trade Organizations Ordinance, 2007.

Benevolent/ Foundation

These words may be included in the name of companies to be established on grant of license by the Commission under section 42 of Ordinance.

Society

This word may be included in the name of companies if proper justification is provided 7

Fund

This word may be allowed in the name of company if the company will function as Non-Banking Financial Company under the license of Specialized Companies Division of the Commission or to public sector company on grant of license by the Commission under section 42 of the Ordinance.

Council

This word may be included in the name of companies to be established on grant of license by the Commission under section 42 of Ordinance. Moreover, this expression is also allowed to Sports Association and Professional Bodies.

Chamber of Commerce

This word may be included in the name of entities which are being formed as Trade Bodies under license under Trade Organization Ordinance, 2007, from Director General Trade Organization, Ministry of Commerce Government of Pakistan.

Authority/ Register/ Registered/ Co-operative/ Bureau/ Division

These words are not allowed

Trust

This word may be included in the name of REITs to be established on grant of license by the Specialized Companies Division of the Commission.

Assurance/ Assurer/ Insurance/ Insurer/ Re-Assurance/ Re-Assurer/ Re-Insurance/ Re-Insurer

These words may be included in the name of companies involved in Insurance, Assurance, Re-insurance and Reassurance business. Prior permission of Insurance Division of the Commission would be required at the time of Incorporation.

Board

This word may be included in the name of companies desirous to engage in the business of Paper &/or Board or to public sector companies.

Bahria/ Askari/ Fouji/ Fazaiya/ Cadet

This word may be included in the name of companies to be established by the relevant agency.

Banks/Banking Company

These words may be included in the name of companies on the basis of permission from State Bank of Pakistan undersection 8 of the Banking Companies Ordinance, 1962 and section 5(1) of Microfinance Institutions Ordinance, 2001.

Charter/Chartered

These words may be included in the name of companies having charter from the sovereign authority of the Federation and the Province.

Exchange

These words are only allowed in the name of Stock Exchange, Commodity Exchange and Exchange Companies subject to NOC from relevant authority.

Familiar Trade Names

These words may be included in the name of companies only if NOC of familiar trade name user is provided or proper documentary evidence of ownership/use of trade name is furnished by the applicant.

Famous/ Distinct Personalities

These words may be included in the name of companies if proper justification and approval of relevant authority is provided.

Federation

This word may be included in the name of Sports Federations licensed under section 42 of Ordinance or trade bodies under Trade Organizations Ordinance, 2007.

Federal

This word is allowed in the name of company with the approval of the Commission, if the proposed company has a connection or any patronage with Federal Government.

Group

This word may be included in the name of companies if use of this word implies several companies under single corporate ownership and applicants have to provide evidence of subsidiary/associate relationship with two or more other Pakistani Companies.

Holding

This word may be included in the name of company which establishes that it qualifies to be a holding company as defined in Section 3 of the Ordinance i.e. the company has object clause showing its intention to act as holding company after incorporation.

Institution

This word may be included in the name of the public sector  companies

Investment

This word may be included in the name of Non-Banking Finance Companies, REITs and brokerage houses or any public sector financial institution or investment company.

Investment Finance, Investment Advisory, Leasing, Asset Management, Housing Finance

This word may be included in the name of Non-Banking Finance Companies

The following article therefore lists the steps required to register a company in Pakistan.

Step 1. Get the name of your company approved

Get the company name approved through the Securities and Exchange Commission of Pakistan (SECP)’s e-Service website. The company needs to provide the SECP with one or more company names. Their availability is checked with the current lost of company names and the decision is made accordingly.

Step 2. Pay the fees for name registration and company incorporation

Currently this can be paid using bank challans at designated Muslim Commercial Banks (MCB)

Step 3. Register company for incorporation 

This can again be done online using the e-Services of the Securities and Exchange Commission of Pakistan (SECP)’s website. Three forms are required to be submitted (declaration of compliance, identification of office’s location and particulars of directors, secretary, chief accountant, auditors and others) along with copies of the memorandum and articles of association with each member’s signature.

Step 4. Get digital signatures from the National Institutional Facilitation Technologies (NIFT)

These signatures can again also be obtained using SECP’s e-Services

Step 5. Make a Company Seal

Depending on which city you are going to start your business in, you may be required to present a company seal. It is prepared generally after the certificate of incorporation is issued

Step 6. Register for income tax.

Apply for a National Tax Number (NTN) at the tax facilitation center of the Regional Tax Office (RTO) of the Federal Board of Revenue (FBR) to register for income tax. The requirements of this application are the NTN form, proof of registration, memorandum and articles of association, bank account number, copies of national identity cards of the company’s directors, and an attestation of the business address. All of these are required to be submitted at the nearest tax facilitation counter of the Regional Tax Office in Pakistan

Step 7. Register for sales tax

Just like the income tax you can register for sales tax too by applying for a Sales Tax Number (STN) at the tax facilitation center of the Regional Tax Office (RTO) of the Federal Board Revenue (FBR)

Step 8. Register for professional tax

You will need to register for professional tax with the Excise and Taxation Department of the District

Step 9. Register with Employees Social Security Institution

Depending on where your business is located you will either need to register the company with the Balochistan Employees Social Security Institution (BESSI), Sindh Employees Social Security Institution (SESSI), Punjab Employees Social Security Institution (PESSI) or with the Khyber Pakhtunkhwa Employees Social Security Institution (KPKESSI)

Step 10. Register with the Employees Old Age Benefits Institution (EOBI)

Any establishment with five or more employees has to be registered with the federal EOBI. Under the EOBI, insured employees are entitled to a pension, disability, old-age grant and survivor’s pension.

Step 11. Register with the Labor Department of the District

Registration with the Labor Department under the West Pakistan Shops and Establishment Ordinance 1969 is required.

We hope that you have found this guide useful.We will keep adding more information here for your use.Please email us if you wish to receive assistance with company registration.

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