Legal matters in Pakistan, like registering a company with the Securities & Exchange Commission of Pakistan (SECP), can be quite confusing if one engages in the matter independently. Breaking the process down into small steps will increase your understanding of the legal matters involved and enable you to complete the process in a timely manner.
Graana.com, Pakistan’s smartest property portal, guides you on registering a company in Pakistan.
Pros of Registering Your Company in Pakistan
For people and companies wishing to conduct legal and professional business in Pakistan, registering a corporation has several benefits and is an essential first step. Here are some justifications for thinking about setting up a business in Pakistan:
Legal Recognition
When you register a corporation, you give your company legal recognition. This can shield personal assets from commercial obligations by establishing your company as a different legal entity from its owners. In the event of legal disputes or financial obligations, this division of legal identities is very crucial.
Business Credibility
Customers, suppliers, and partners frequently consider a registered business as more reputable and trustworthy. It can improve your company’s reputation and make it simpler to land investors, obtain financing, and sign contracts.
Access to Financing
Registered businesses have easier access to bank loans, venture capital, and angel investors, among other funding sources. Lenders and investors are more willing to back a legitimately established company with a well-structured business plan.
Limited Liability
Some registered companies, such as private limited companies, provide their shareholders with limited liability protection. This means that stockholders are not individually liable for the latter’s debts beyond their investment in the company.
Tax advantages
Businesses that are registered may qualify for tax breaks, exemptions, and incentives provided by the government. They can also benefit from the legal tax system, which may result in lower tax obligations than those of unregistered enterprises.
Business Continuity
Businesses that are registered are more stable and continuous. The business can continue even if the proprietors are replaced or pass away. The planning and succession of a long-term business depends heavily on this.
Access to Government Contracts
For some government projects and contracts, businesses may need to be registered entities in order to be eligible to submit a bid. Registering your business may give you more opportunities to bid on and win government contracts.
Brand Protection
Registering a company name can provide legal protection for your brand identity, preventing others from using a similar name and potentially causing confusion in the market.
Global Expansion
If you plan to expand your business internationally, having a registered company can make it easier to establish a presence in other countries, open bank accounts, and comply with foreign business regulations.
Regulation Compliance
Registering a business ensures that it complies with all applicable state and municipal laws and regulations. This can assist you in avoiding the problems and penalties that come with running an unlicensed or unofficial business.
It’s important to note that the specific advantages of registering a company in Pakistan may vary depending on the type of company you choose (e.g., sole proprietorship, partnership, private limited company) and the industry in which you operate.
Additionally, the registration process and requirements can differ based on the type of company and the region in Pakistan, so it’s advisable to consult with legal and financial experts or government authorities for guidance tailored to your situation.
Securities & Exchange Commission of Pakistan
The Securities & Exchange Commission of Pakistan was set up in 1999 to regulate the corporate sector and capital market. Therefore, the SECP oversees and undertakes registering a company in Pakistan.
Other primary objectives include:
- Supervision and regulation of insurance companies in Pakistan.
- Supervision and regulation of non-banking finances and private pensions
- Oversight of external service providers in the corporate and financial sector
- Licensing companies for housing finance
Types of Companies You Can Register
Under the parameters laid down by the Companies Act (2017), a person can register three types of legal companies in Pakistan:
- Single Member Company
- Private Limited Company
- Public Limited Company
Single Member Company
As the name suggests, a single-member company (SMC) is formed by an individual member. A company is an SMC if it complies with the requirements in the First Schedule, Part II, Section 4 of the Companies Act. These requirements include:
- The company shall not invite the public to subscribe to any shares in the company;
- it shall not register any share(s) in the name of two or more persons to hold one or more shares jointly; and
- the number of members of the company shall be limited to one.
Please note that all foreign nationals except Israeli nationals are also eligible to set up an SMC in Pakistan.
Private Limited Company
SECP regulation requires that two or more persons can set up a private limited company for lawful purposes. This may be of different types. However, the method of incorporation is primarily the same in all.
The Companies Act has listed the requirements for the registration of a private limited company in Pakistan:
- A company that restricts the right to transfer its shares;
- 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), debentures, or redeemable capital of the company.
Again, all foreign nationals (except for Israeli nationals) may set up a private limited company in Pakistan.
Public Limited Company
For lawful purposes, a public limited company can be set up by three or more persons in Pakistan. The partners will have to subscribe their names to a Memorandum of Association, and, as with private and single limited companies, the public limited company must comply with the requirements of the Companies Act.
One thing to remember is that such a company is set up for the general public, and its shares are offered with limited liability. These shares are made available through a public offering or through the stock market.
Two different types of public limited companies can be registered in Pakistan: listed and unlisted. The difference between these is that the former offers its share to the public, and anyone can acquire them. On the other hand, an unlisted company does not offer its share to the general public.
Capital Required to Register a Company in Pakistan
The table below provides the details of capital required along to register a certain type of company in Pakistan:
Type of Company | Minimum Capital Required (PKR) | Time of Incorporation |
Single Member Company | 100,000 | 4 Weeks |
Private Limited Company | 100,000 | 6 Weeks |
| Public Listed Company | 200 Million | 6 Weeks |
| Unlisted Company | 100,000 | 6 Weeks |
How to register a company in Pakistan?
Now that we know the different types of companies that are eligible, let us take a look at the process of registering a company.
Registering a Company Name
The first step is registering the company’s name. You should consult section 10 of the Companies Act (2017) before deciding on a company name as it has a list of prohibited terms.
Once you have decided on a unique name for your company or firm, you can create an online account with SECP and check the availability of the name.
If it is available, you can reserve it for your company through the following steps:
- Log in to e-services on the SECP website.
- Pakistani nationals need a valid CNIC, and foreign nationals need a valid passport.
- Select the ‘Fast Track Registration Services (FTRS)’ for same-day registration services.
- Provide the required information on the online form and submit it.
- You will receive a security code on your phone or email as selected by you.
- A PIN will be generated once the security code is verified.
- The challan form will be generated, which can be deposited in the selected branches of MCB or UBL (or the fee can be deposited online via your credit or debit card).
- If there is no prohibited word in the company name, you will receive a confirmation within a day that the company name has been reserved on your credentials.
If for some reason, the system is not working, SECP also offers offline services where a person may submit an application with three proposed names of the company at the registrar’s office.
The offline process takes 3 to 5 days to complete, after which the person will be licensed to use the approved name in official documents for company incorporation.
Company Incorporation
You will require the following documents for registering a company in Pakistan:
- Articles of Association (rules and regulations that govern the company) and Memorandum of Association (contains information for company incorporation)
- CNIC copies of the directors, CEO, nominee, or copy of passport in case of foreign nationals
- If you are planning to set up a specialized business, you will require a NOC or letter of intent from the concerned authority.
- If you intend to set up foreign company incorporation, you will be required to provide details of the directors, their nationality, the company profile, a certified copy of the company’s charter, along with a Memorandum of Association and Articles of Association.
- The authorization of subscribers for filing documents
- Registration fee slip
- The company incorporation fee is Rs.1800 for online submission if the nominal capital is not more than Rs, 100,000. If you submit the company incorporation offline, you will be charged Rs. 3500.
Registering a Company for Income and Sales Tax
You cannot register a company in Pakistan if you do not have a National Tax Number (NTN). Application for an NTN is submitted at the Regional Tax Office of the Federal Bureau of Revenue (FBR). Given below are the documents you will need for acquiring an NTN number:
- Duly filled out NTN form
- Proof of registration
- Memorandum and Articles of Association
- Valid bank account number
- Copies of valid CNICs of directors
- A business address
Certificate of Incorporation
Once you have compiled all the documents and have submitted the required fees, you will submit the documents to SECP, which will vet the information and then give the requisite approval. Simultaneously, the National Institution of Facilitation Centre (NIFC) will generate and grant a seal to the company.
Once SECP has verified and approved your documents, you will be issued a Certificate of Incorporation, which is a formal and legal approval to commence business in Pakistan. The shareholders must transfer the amount corresponding to their shares to the company’s bank account. SECP has greatly streamlined the entire process, and submitting a registration fee online is a giant leap, as registering a company in Pakistan can now be done entirely digitally.
We hope this blog gave you a fair idea about how to register a company in Pakistan.
For similar guidelines, you can visit Graana blog.
FAQs
1. How much does it cost to register a company in Pakistan?
The cost of registering a company in Pakistan varies based on the type of company and its location. You’ll generally encounter fees for company incorporation, legal and consultation services, stamp duty, name reservation, and documentation. Costs can fluctuate over time, so it’s advisable to check with government authorities or legal experts for the most current fees.
2. How can I register my individual company in Pakistan?
To register an individual company in Pakistan, like a sole proprietorship or single-member company, follow these steps: a. Choose your business structure. b. Pick a unique business name. c. Prepare the necessary documents, including an application form. d. Submit your documents to the relevant authorities for registration. The specific requirements may vary depending on your location and business type.
3. How can I register my company for free in Pakistan?
Company registration typically involves various fees and costs, and it is unlikely that you can register a company for free in Pakistan. Government fees, legal and consultation expenses, and other charges are generally associated with the registration process. However, you can explore any government subsidies or incentives for specific types of businesses that may reduce your costs.
4. Where can we register a company in Pakistan?
You can register a company in Pakistan with the Securities and Exchange Commission of Pakistan (SECP). The registration process may vary depending on the type of company you want to establish (e.g., sole proprietorship, partnership, private limited company). You can visit the SECP website or consult legal professionals or business consultants for guidance on the registration process and requirements specific to your business.
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