Legal requirements for company registration in Pakistan

Registering a company in Pakistan is the first legal step toward starting a formal business and gaining recognition under Pakistani law. Whether you are a local entrepreneur, a foreign investor, or a startup founder, understanding the legal requirements for company registration is essential for ensuring compliance, avoiding delays, and establishing a strong foundation. The Securities and Exchange Commission of Pakistan (SECP) is the main regulatory body overseeing company incorporation, governed by the Companies Act, 2017. This article explains the complete set of legal requirements for registering a company in Pakistan, including eligibility criteria, required documents, registration types, and post-incorporation compliance.

Governing Law and Authority
Company registration in Pakistan is regulated by the Companies Act, 2017. The SECP, through its online portal eServices, facilitates the registration of various company types, including

• Private Limited Companies

• Single Member Companies (SMCs)

• Public Limited Companies

• Non-Profit Associations (Section 42 Companies)

• Foreign Company Branches and Liaison Offices

1. Eligibility for Company Registration
To be eligible to register a company in Pakistan, the following must be met

• At least one person (for SMC) or two or more persons (for private companies) must act as subscribers or shareholders

• At least one director must be a natural person over 18 years of age

• For SMCs, the nominee director must also be declared

• Foreign nationals can be shareholders and directors, subject to compliance with foreign exchange laws

• All subscribers and directors must possess a valid CNIC, NICOP, or passport

2. Types of Companies That Can Be Registered
Under SECP regulations, you can choose from the following structures

• Private Limited Company: Minimum 2 shareholders, limited liability, not allowed to offer shares to the public

• Single Member Company (SMC): Only one shareholder, suitable for small startups and professionals

• Public Limited Company: At least 3 directors, allowed to raise capital from the public

• Section 42 Company: Non-profit, charitable, or educational organization with a license from SECP

• Foreign Company: Branch or liaison office of a foreign company under Section 435 of the Companies Act

3. Company Name Reservation
Every company must reserve a unique name before registration. Legal requirements include

• Name must not be identical or closely resembling an existing company

• Must not include prohibited or sensitive words (e.g., Federal, Bank, Pakistan, Trust)

• Name should reflect the nature of business where applicable

• Must end with a proper suffix such as “(Private) Limited”, “(SMC-Private) Limited”, or “Limited”

• Name reservation is filed online via SECP’s eServices portal and approved within 1–2 working days

4. Submission of Incorporation Documents
SECP requires the following legal documents for incorporation

• Memorandum of Association (MoA): Defines company objectives

• Articles of Association (AoA): Governs internal management

• Form II: Declaration of compliance with legal requirements

• Form 21: Notice of registered office address

• Form 29: Particulars of directors, CEO, and company secretary

• Copies of CNICs, NICOPs, or passports of subscribers and directors

• Photographs of directors and shareholders

• Authorization letter or power of attorney if submitted via agent

• Proof of payment of government fee based on authorized capital

5. Minimum Capital Requirements
There is no statutory minimum capital requirement for private or public limited companies in Pakistan. However, the SECP recommends

• Rs. 100,000 authorized capital for small companies

• Higher capital for companies in regulated sectors such as insurance, NBFCs, and microfinance

• For Section 42 companies, capital must be sufficient to meet the objectives of the organization and regulatory scrutiny

6. Appointment of Directors and Officers
Legal requirements for directors include

• Minimum 2 directors for Private Limited Companies and 3 for Public Limited Companies

• Directors must be natural persons

• Cannot be disqualified under Section 153 of the Companies Act

• Directors must provide written consent to act in such capacity

• For SMCs, a nominee director must be declared to take charge in case of the shareholder’s death or incapacity

7. Registered Office
The company must declare a registered office address within Pakistan, which must

• Be a physical address (not a P.O. Box)

• Belong to the company, a director, or be rented

• Have proper address documentation (utility bill, lease agreement, or property documents)

• Be maintained to receive official notices and correspondence

8. Digital SECP eServices Registration
The incorporation process must be completed through SECP’s eServices portal, which requires

• Account creation with verified CNIC or passport

• Filing of online forms and uploading of scanned documents

• Payment of incorporation fee through 1Link, bank challan, or credit card

• Responding to any queries raised by SECP for clarification or document corrections

9. Tax Registration with FBR
Once incorporated, companies must obtain a National Tax Number (NTN) from the Federal Board of Revenue (FBR). Requirements include

• Certificate of Incorporation

• MoA and AoA

• Form 29 and Form 21

• CNICs of directors

• Proof of business address

• Digital profile creation and filing through the IRIS portal

10. Sales Tax Registration (If Applicable)
If the company provides taxable services or sells taxable goods, it must register for sales tax with

• FBR (for goods and ICT services)

• Provincial Revenue Authorities such as PRA, SRB, KPRA, or BRA for service-based businesses

• File monthly sales tax returns and issue proper tax invoices

11. Appointment of Chief Executive Officer (CEO)
Every company must appoint a CEO as the principal executive officer. Legal conditions include

• Must be a natural person

• Appointment must be notified to SECP through Form 29

• CEO must not be disqualified under corporate law

• Must act in accordance with the Articles of Association

12. Issuance of Certificate of Incorporation
After successful verification of documents, SECP issues a Certificate of Incorporation, which contains

• Company name

• Incorporation number

• Company type

• Date of registration
  This certificate legally establishes the company and enables it to commence operations.

13. Statutory Books and Registers
Under the Companies Act, every company is legally required to maintain

• Register of Members

• Register of Directors

• Register of Share Transfers

• Minutes Book of board and general meetings

• Books of account to record transactions and financial status

14. Annual Compliance Requirements
All registered companies must fulfill post-incorporation obligations such as

• Filing Annual Return (Form A or Form C) with SECP

• Submitting Form 29 for any changes in directors or officers

• Appointing an auditor (mandatory for certain company sizes)

• Holding Annual General Meetings (AGM) as per law

• Submitting audited financial statements where applicable

15. Additional Licensing for Regulated Businesses
Companies involved in regulated sectors must obtain additional licenses from relevant authorities, such as

• SBP for financial institutions

• NEPRA for power generation companies

• PTA for telecom and IT services

• DRAP for pharmaceutical companies

• SECP licenses for insurance, stock brokerage, and NBFCs

16. Foreign Company Registration
Foreign companies wishing to establish a branch or liaison office in Pakistan must

• Apply under Section 435 of the Companies Act

• Obtain Board of Investment (BOI) approval

• Submit certified copies of parent company documents

• Appoint a local representative

• Comply with SBP foreign exchange regulations and FBR tax rules

17. Trademark and Intellectual Property Protection (Optional but Recommended)
After registration, companies are encouraged to secure their brand by registering a trademark with the Intellectual Property Organization of Pakistan (IPO Pakistan). While this is not a part of the incorporation process, it legally protects the company name and logo from infringement.

Conclusion
Registering a company in Pakistan involves a defined set of legal requirements, including name reservation, submission of incorporation documents, tax registration, and compliance with ongoing reporting duties. With the SECP’s eServices platform, entrepreneurs and investors can complete the process online from anywhere in the world. Ensuring full compliance with the Companies Act, 2017, FBR regulations, and sector-specific laws is crucial for building a credible, tax-compliant, and operationally sound business. Whether you are forming a small private firm or a large-scale public company, understanding and fulfilling these legal obligations lays the groundwork for long-term success.