Documents required for company registration in Pakistan

Registering a company in Pakistan is governed by the Companies Act, 2017 and regulated by the Securities and Exchange Commission of Pakistan (SECP). Whether you are forming a private limited company, a single member company, or a public limited company, preparing the correct documentation is critical. This article provides a comprehensive guide on all documents required for company registration in Pakistan, including optional documents, format guidance, and important legal considerations.

1. Overview of Company Types in Pakistan

Before diving into the required documents, it is important to understand the common types of companies registered under SECP:

• Single Member Company (SMC) – Owned by one person

• Private Limited Company (Pvt Ltd) – Minimum 2 directors/shareholders

• Public Limited Company – Minimum 3 directors and open to public investment

• Limited Liability Partnership (LLP) – Registered under the LLP Act, 2017

• Foreign Company (Branch/Liaison Office) – Registered through special permissions

Each type has specific documentation requirements. This article focuses on SMC and Private Limited Companies, the most common forms in Pakistan.

2. Pre-Incorporation Requirements

Before submission of incorporation documents, the following are prerequisites:

• Name Reservation on SECP’s eServices Portal

• Digital Signatures (PKI Token) from NIFT or SECP’s partner vendors

Once these are complete, applicants can begin preparing the necessary documents.

3. Core Documents Required for Company Registration

The core documents required to register a company with SECP include:

a. Form-I: Declaration of Compliance

This form certifies that all requirements under the Companies Act, 2017, for incorporation, have been duly complied with. It is signed by one of the subscribers (shareholders) or an authorized intermediary (consultant/lawyer).

b. Form-21: Notice of Situation of Registered Office

This notifies the SECP of the registered office address of the company within Pakistan. It includes:

• Full postal address

• City and province

• Email and phone number

This form must be filed within 30 days of incorporation if not submitted at the time of registration.

c. Form-29: Particulars of Directors and Officers

This includes details of the first directors, chief executive officer (CEO), company secretary (if any), and auditors (optional at incorporation stage). Details required:

• Full name

• CNIC/passport number

• Nationality

• Residential address

• Occupation

• Date of appointment

d. Memorandum of Association (MOA)

The MOA defines the scope of business and company objectives. It includes:

• Company name

• Province of incorporation

• Object clauses (principal and ancillary)

• Authorized share capital

• Subscriber details

The MOA must be signed by all subscribers in the presence of a witness.

e. Articles of Association (AOA)

The AOA governs internal management rules, shareholding structure, rights of shareholders, conduct of meetings, voting procedures, and more. SECP provides standard templates, but companies may customize them.

f. Copies of CNIC or Passport of Subscribers/Directors

All Pakistani nationals must submit scanned CNICs. Foreign nationals must provide scanned copies of passports with Urdu translation and proof of residence.

g. Scanned Signatures

Subscribers and directors must upload scanned signatures on the SECP eServices portal as part of the online process.

h. NOC from Parent Company (for Foreign Company or Branch Office)

For companies owned or sponsored by a foreign entity, a No Objection Certificate (NOC) or Board Resolution from the parent company is required. It must include:

• Name of the Pakistani company

• Authorized person in Pakistan

• Nature of business

• Investment amount

i. Authorization Letter/Power of Attorney

If the filing is being handled by a lawyer, accountant, or consultancy firm, an authorization letter or power of attorney must be submitted, signed by the subscriber(s).

4. Additional Documents Required for Single Member Companies (SMC)

For SMCs, SECP requires the following additional documentation:

• Name of Nominee Director: A person designated to take control of the company in case of the death/incapacity of the sole member

• CNIC of Nominee: Scanned copy required

• Consent of Nominee: Signed statement by the nominee agreeing to act

5. Additional Documents Required for Foreign Nationals or Companies

When any of the subscribers or directors are foreign nationals or foreign entities, the following additional documents are required:

• Passport (translated and notarized)

• Foreign Address Proof

• Resolution of Board of Directors (for corporate shareholders)

• Letter of Intent and undertaking on official letterhead

• Bank Reference Letter or Certificate of Solvency

All foreign documents must be:

• Attested by the Pakistan Embassy or Consulate in the home country

• Or legalized by the Apostille system (if applicable)

6. Optional but Recommended Documents

While not mandatory, the following documents are strongly recommended during or immediately after incorporation:

a. Bank Account Opening Letter

Once incorporation is complete, the company can open a corporate account. Banks usually require:

• Certificate of Incorporation

• MOA/AOA

• CNICs/passports of directors

• Board Resolution for account opening

b. NTN Registration Certificate (from FBR)

Mandatory for tax filing, import/export, and banking. Required documents include:

• SECP Certificate

• CNICs/passports of directors

• Company address and contact info

• Email and phone verification

c. Sales Tax Registration (Optional at this stage)

Registering with FBR or PRA/SRB/KPRA if your business sells taxable goods/services.

d. Chamber of Commerce Membership (if needed)

Required for exporters, importers, or traders seeking to validate their business.

7. Document Format Guidelines

To ensure acceptance of documents by SECP, the following formatting rules apply:

• All forms must be digitally filled on the SECP eServices portal

• All uploads must be in PDF format, under the file size limit

• Signatures must be scanned in black ink, clean background

• Urdu names must be typed exactly as on CNIC using InPage Urdu or Unicode fonts

• All documents must be free of errors, spell-checked, and consistent

8. Steps to Upload Documents on SECP Portal

1. Log into SECP eServices Portal

2. Reserve company name using “Company Name Reservation”

3. Select “Company Incorporation”

4. Fill Form-I, Form-21, Form-29

5. Upload scanned CNICs, MOA, AOA

6. Submit scanned signatures

7. Pay the registration fee online

8. Submit the application for review

SECP typically takes 2–5 working days to review and approve applications.

9. Post-Incorporation Filings

After registration, a company is also required to submit:

• Form A (Annual Return)

• Form 29 (Whenever there is a change in directors)

• Audited Financial Statements (if applicable)

• Filing of Annual Tax Return with FBR

• UBO (Ultimate Beneficial Ownership) disclosure form

Failure to submit required filings on time can result in penalties or legal action by SECP or FBR.

10. Common Mistakes to Avoid

• Submitting blurred or unverified CNIC/passport copies

• Inconsistent spelling of names across forms and documents

• Uploading unsigned MOA/AOA

• Failing to appoint a nominee in SMCs

• Using expired digital signatures (PKI token)

• Delay in Form 21 (change of address filing)

• Choosing a name that is prohibited or already registered

11. Role of Professional Advisors

While business owners can register a company themselves, hiring a professional consultant or law firm ensures:

• Proper documentation

• Fast SECP processing

• Compliance with legal requirements

• Tax registration and advisory

• Drafting custom MOA/AOA suited to your business model

Sterling.pk offers complete company registration packages, including digital signature facilitation, SECP filing, FBR registration, and corporate advisory.

Conclusion

Understanding the required documents for company registration in Pakistan helps streamline the process and ensures compliance with SECP regulations. Whether forming a Single Member Company or a Private Limited Company, having accurate documentation is the key to a smooth registration experience.

At Sterling.pk, our team of legal and corporate experts can help you prepare, file, and complete your company registration efficiently. From document drafting to FBR registration and tax advisory, we handle the paperwork so you can focus on launching your business.