Register a Company in Pakistan

Companies are the most preferred form of business organisations in Pakistan particularly for medium and large-scale businesses. There are large numbers of law firms working in the country to provide consultancy for incorporation but it is always good to have little know how about processes involved in registration. Registration of a company in Pakistan requires some simple steps to follow.

In Pakistan, companies are incorporated and regulated by the Companies Ordinance, 1984 while Securities and Exchange Commission of Pakistan (SECP) is a regulatory authority established for regulation of stock markets and the Companies ordinance, 1984.  The most important functions of SECP is the registration/incorporation of public and private limited companies.

Types and Forms of Companies that can be Registered in Pakistan:

• A private limited company, which may be a single member company
• A public limited company, which may be listed or unlisted
• A foreign company

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

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

There are further two types of limited liability companies:

–       a private limited company

–       a public limited company (listed or unlisted)

For the following companies prior approval is required from the relevant Ministries before incorporation:

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

Procedure for Registration:

1. Check for the 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.

2. Filing of documents required for registration

For a private limited company:
The following documents are required to be filed with the registrar for registration of a private limited company:

• 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 copies 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 fee
• 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

For a Single Member Company:
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 apply to a single member company.

For an association not for profit:
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. 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.

After completing all requirements submit the required documents to SECP and the will take 7-14 days to examine documents. If they find any omission or mistake they will inform you and you have to re-submit after correcting the mistakes pointed out by the commission. At end, the commission will issue certificate of incorporation.

Disclaimer: This article is for general guidance only and should not be taken as a substitute for thorough and professional legal advice.