Registering a foreign company in Pakistan involves a series of steps and legal procedures that must be followed in order to operate a business in the country. This guide will outline the steps required to register a foreign company in Pakistan.
Definition of a Foreign Company
A foreign company is a company that is incorporated outside of Pakistan but has a presence in the country. This can include a branch office, a subsidiary, or a liaison office. A branch office is a company that is established as an extension of the parent company, while a subsidiary is a separate legal entity that is wholly owned by the parent company. A liaison office is a representative office that is set up to promote the parent company’s business interests in Pakistan.
Steps to Register a Foreign Company in Pakistan
Obtain a Digital Signature Certificate (DSC)
The first step in registering a foreign company in Pakistan is to obtain a Digital Signature Certificate (DSC) from the National Institutional Facilitation Technologies (NIFT) or any other authorized agency. The DSC is required to file documents electronically with the Securities and Exchange Commission of Pakistan (SECP).
Reserve the Company Name
The next step is to reserve a name for the foreign company with the Registrar of Companies (ROC). The name must be unique and not already registered with the ROC. Once the name is approved, it is reserved for a period of 90 days.
Obtain a Foreign Investment Approval
Foreign companies are required to obtain a Foreign Investment Approval (FIA) from the Board of Investment (BOI) or the relevant government ministry. The FIA is required for all foreign investment in Pakistan and must be obtained prior to starting any business activities in the country.
Prepare and File the Documents
The next step is to prepare and file the required documents with the SECP. The documents include a Memorandum of Association (MOA), Articles of Association (AOA), and a declaration of compliance. The MOA and AOA define the company’s objectives, share capital, and organizational structure. The declaration of compliance is a statement from the company’s directors confirming that the company complies with all the legal requirements for registration in Pakistan.
Pay the Registration Fee
After the documents have been filed, the registration fee must be paid to the SECP. The fee is based on the authorized share capital of the company and is paid through a bank draft or online payment.
Obtain a Certificate of Incorporation
Once the registration fee has been paid, the SECP will issue a Certificate of Incorporation. This certificate confirms that the foreign company has been registered with the ROC and is authorized to conduct business in Pakistan.
Register for Taxation
After obtaining the Certificate of Incorporation, the foreign company must register for taxation with the Federal Board of Revenue (FBR). This includes obtaining a National Tax Number (NTN) and registering for sales tax and income tax.
Register with Other Authorities
Depending on the nature of the business, the foreign company may be required to register with other authorities such as the Pakistan Investment Board, the State Bank of Pakistan, or the Ministry of Commerce.
Examples of Required Documents
The following is a list of documents that are required for the registration of a foreign company in Pakistan:
A copy of the company’s Memorandum of Association (MOA) and Articles of Association (AOA).
A declaration of compliance signed by the company’s directors.
A certified copy of the company’s Certificate of Incorporation from the country of origin.
A certified copy of the company’s latest audited financial statements.
A Power of Attorney (POA) authorizing a representative in Pakistan to act on behalf of the company.
A certified copy of the passport and National Identity Card (NIC) of the company’s directors and authorized representatives.
Proof of address of the company’s directors and authorized representatives.
A letter from the company’s bank confirming the company’s financial standing and creditworthiness.
A Foreign Investment Approval (FIA) obtained from the Board of Investment (BOI) or the relevant government ministry.
A bank draft or online payment receipt for the registration fee.
Conclusion
Registering a foreign company in Pakistan requires careful planning and compliance with legal procedures. The process involves obtaining a Digital Signature Certificate, reserving a company name, obtaining a Foreign Investment Approval, preparing and filing the required documents with the SECP, paying the registration fee, obtaining a Certificate of Incorporation, and registering for taxation with the FBR. It is also important to register with other authorities depending on the nature of the business. By following these steps and providing the required documents, a foreign company can successfully register and operate in Pakistan.