Incorporating a Private Limited Company (Pvt. Ltd.) in Pakistan is governed by the Companies Act, 2017, and the Companies (Incorporation) Regulations, 2017. The process is regulated by the Securities and Exchange Commission of Pakistan (SECP) and involves the following steps:
1. Name Reservation
The first step in the incorporation process is to reserve a unique company name with SECP. This can be done:
- Online through SECP’s e-Services portal (recommended for efficiency).
- By submitting a physical application to the relevant SECP office.
The proposed name must comply with Section 10 of the Companies Act, 2017, and the Companies (Incorporation) Regulations, 2017. Certain words are restricted or prohibited, and names similar to existing companies will not be approved. Upon approval, the name is reserved for 60 days.
2. Preparation of Incorporation Documents
The following documents are required for incorporation:
Authority letter (for physical applications) authorizing a subscriber or an intermediary to file incorporation documents on behalf of the company.
- Memorandum of Association (MoA) – Defines the company’s objectives and business activities.
- Copies of valid CNIC/NICOP (National Identity Card/National Identity Card for Overseas Pakistanis) or Passport of all subscribers (shareholders), directors, and the Chief Executive Officer (CEO).
- Nominee details in case of a Single Member Company (SMC).
3. Submission of Incorporation Application
An application for incorporation must be submitted along with the prescribed fee, either:
- Online via SECP’s e-Services portal.
- Physically at the relevant SECP office.
The application should include:
- Proof of payment of the applicable registration fee.
- Completed Incorporation Form-II.
- The required incorporation documents.
4. SECP Verification and Issuance of Certificate of Incorporation
Upon submission, SECP reviews and verifies the documents. If the application is in compliance with the legal requirements, SECP issues a Certificate of Incorporation, confirming the legal establishment of the company.
5. Post-Incorporation Compliance
Following incorporation, the company must fulfill certain regulatory requirements, including:
- Filing statutory returns and maintaining compliance with SECP’s corporate governance requirements, including annual returns and financial statements.
- Opening a corporate bank account using the Certificate of Incorporation.
- Registration with the Federal Board of Revenue (FBR) for obtaining a National Tax Number (NTN) and Sales Tax Registration (if applicable).
Conclusion
The incorporation of a Private Limited Company in Pakistan is a structured process governed by SECP regulations. Ensuring compliance with the applicable laws is essential to avoid legal and regulatory challenges. Professional assistance may be sought to facilitate the process and ensure compliance with all statutory requirements.