How to register a private limited company in Pakistan

Starting a private limited company in Pakistan is a strategic step toward building a scalable, credible, and legally recognized business. A private limited company offers limited liability protection to its shareholders, a separate legal identity, and greater access to banking and investment opportunities. In Pakistan, company incorporation is regulated by the Securities and Exchange Commission of Pakistan (SECP) under the Companies Act, 2017. SECP has introduced an online portal called eServices, which makes the registration process seamless and efficient. This article provides a complete, step-by-step guide on how to register a private limited company in Pakistan, including legal requirements, documentation, post-registration steps, and compliance obligations.

Understanding a Private Limited Company
A private limited company (also known as Pvt Ltd) is a legal entity that limits the liability of its shareholders to the extent of their capital contribution. It cannot invite the public to subscribe to its shares and typically has a minimum of two and a maximum of fifty members. It is a popular structure for startups, SMEs, and growing businesses due to its legal protection, tax planning flexibility, and professional image.

Key Features

• Separate legal entity

• Limited liability of shareholders

• Perpetual succession

• Minimum two directors and shareholders

• Restriction on transfer of shares

• Cannot issue shares to the public

Step-by-Step Process to Register a Private Limited Company in Pakistan

Step 1: Choose a Company Name
The first step in registering your company is selecting a unique and compliant business name. SECP has provided name availability guidelines, which prohibit the use of certain words like bank, insurance, and trust unless relevant approvals are obtained. The name must not be identical or resemble any already registered name. You can check for name availability and reserve your company name via the SECP eServices portal.

Step 2: Create an Account on SECP’s eServices Portal
Visit https://eservices.secp.gov.pk and create a user account by providing your CNIC, email, and phone number. For foreign nationals, a passport number can be used instead of a CNIC. Once your email is verified, log in to begin the incorporation process.

Step 3: Name Reservation
Log into your account and choose “Company Name Reservation.” Fill in the form with the following:

• Proposed name(s) – up to three choices

• Business type – Private Limited Company

• Nature of business

• Applicant details
  After submission, pay the Rs. 200 name reservation fee through online banking, credit/debit card, or bank challan. SECP usually responds within one to two working days. If approved, you will receive a Name Availability Letter, valid for 60 days.

Step 4: Prepare Incorporation Documents
Once your company name is reserved, prepare the following documents for uploading to the SECP portal:

1. Memorandum of Association (MoA) – Defines the business objectives

2. Articles of Association (AoA) – Outlines internal governance and rules

3. Form II (Declaration of Compliance) – Affirms legal compliance

4. Form 21 (Notice of Registered Office)

5. Form 29 (Particulars of Directors and Officers)

6. Scanned CNICs or passports of all directors, shareholders, and the CEO

7. Authorization letter (if applicable)
   Templates for MoA and AoA are available on SECP’s website and can be customized according to the nature of the business.

Step 5: Apply for Digital Signatures (If Needed)
SECP may require digital signatures through the National Institutional Facilitation Technologies (NIFT) for certain filings. These can be obtained through NIFT after payment and verification. However, in many cases, scanned signatures on PDFs are sufficient, especially for fully digital registrations.

Step 6: Complete the Online Incorporation Application
Log in to eServices and select “Incorporation of Company.” Fill out the following:

• Company name and type

• Registered office address

• Share capital and details of subscribers

• Directors and CEO information

• Principal line of business
  Upload the scanned copies of incorporation documents, signed by subscribers and directors. Ensure accuracy in names, CNIC numbers, addresses, and share allocations.

Step 7: Pay the Incorporation Fee
After completing the application, the system will generate a fee challan based on the company’s authorized capital. For capital up to Rs. 100,000, the incorporation fee is minimal (Rs. 1,800 for online submission). Pay the fee via:

• Online banking using 1Link

• Credit/debit card

• Manual challan at designated bank branches
  Upload the proof of payment to proceed.

Step 8: Submission and SECP Review
After uploading all documents and payment proof, submit the application for processing. SECP will verify:

• Compliance with the Companies Act, 2017

• Accuracy and completeness of documents

• Validity of names and CNIC/passport data
  If any deficiencies are found, SECP will raise a query in your eServices dashboard. Respond promptly to avoid delays.

Step 9: Issuance of Certificate of Incorporation
If all conditions are met, SECP will issue the Certificate of Incorporation (COI) within 1–3 working days. You can download it from your eServices account. The certificate contains the company name, incorporation number, type of company, and date of incorporation. With this, your company becomes a legal entity in Pakistan.

Step 10: Apply for National Tax Number (NTN)
After incorporation, register your company with the Federal Board of Revenue (FBR) to obtain an NTN. Steps include:

• Visit https://iris.fbr.gov.pk

• Create an account for your company using the incorporation details

• File Form 181 (Registration Form) with supporting documents including:

  • SECP certificate

  • MoA and AoA

  • Company bank account details

  • Address verification documents
    NTN is essential for tax compliance, invoicing, and financial operations.

Step 11: Sales Tax Registration (If Applicable)
If your company deals in taxable goods or services, it must be registered for Sales Tax either with:

• FBR (for goods and services in Islamabad)

• Provincial Revenue Authorities such as PRA (Punjab), SRB (Sindh), KPRA (KPK), or BRA (Balochistan)
  This involves a separate registration process and requires monthly sales tax returns.

Step 12: Open a Corporate Bank Account
To conduct business legally, open a business bank account in the company’s name. Most banks require:

• Certificate of Incorporation

• NTN certificate

• MoA and AoA

• Board resolution (if more than one director)

• CNICs of all signatories and directors
  Choose a reputable bank with digital services and SME-friendly offerings.

Step 13: Maintain Company Records and Compliance
After registration, companies are required to:

• Maintain a register of members, register of directors, and minutes of meetings

• Prepare and maintain books of account

• File Annual Returns (Form A or Form C) with SECP

• Notify SECP of any changes via Form 29

• Appoint an auditor (for companies exceeding revenue or asset thresholds)
  Failure to comply with annual filings can result in fines and suspension of company status.

Step 14: Optional Registrations (If Required)
Depending on your sector or business activity, you may also need:

• PSEB Registration (for IT/ITES companies)

• EOBI and Social Security Registration (for employees)

• Chamber of Commerce Membership

• Trademark Registration with IPO Pakistan
  These enhance your business’s credibility and help in accessing grants, tenders, or tax exemptions.

Common Mistakes to Avoid

• Choosing a name already registered or prohibited

• Uploading incorrect or incomplete documents

• Ignoring SECP queries or delays in response

• Failing to file annual returns on time

• Mixing personal and business bank accounts

Benefits of Registering a Private Limited Company

• Limited liability for shareholders

• Separate legal status

• Professional image and credibility

• Easier access to investment and financing

• Business continuity regardless of changes in ownership

Conclusion
Registering a private limited company in Pakistan is now more streamlined than ever, thanks to SECP’s eServices platform. With clear documentation, minimal fees, and step-by-step digital guidance, entrepreneurs can incorporate a company in a matter of days. This structure offers numerous advantages, including legal protection, tax planning, access to finance, and business scalability. Whether you’re launching a tech startup, import-export firm, consultancy, or manufacturing unit, forming a private limited company is a smart move toward formalizing your business. It’s highly recommended to consult a professional for legal and tax compliance to avoid errors and ensure smooth operations from the start.