NPO – REGISTRATION

 

A Non-Profit Organisation (NPO) is a type of organisation that does not aim to make a profit and is instead focused on achieving social, cultural, or educational objectives. NPOs are typically set up as charities or other types of non-profit organisations and are often reliant on donations or government grants to fund their activities.

Examples of NPOs include charities, religious organisations, cultural institutions, and advocacy groups. They often provide vital services to communities and help to address social and economic issues.

NPOs are typically managed by a board of directors or trustees and are subject to various laws and regulations that govern their operations. These may include registration and reporting requirements, rules around fundraising and donations, and requirements for financial transparency and accountability.

Overall, NPOs play an important role in society by providing essential services and addressing social issues that may not be adequately addressed by the private sector or government.

To register a Non-Profit Organization (NPO) in Pakistan, the following steps need to be followed:

Conduct a name search

Steps for checking name availability in Pakistan for a company:

  • Visit the SECP eServices Portal The Securities and Exchange Commission of Pakistan (SECP) eServices portal can be accessed at https://eservices.secp.gov.pk/eServices/. This is the official portal for registering companies in Pakistan.
  • Select Company Name Availability Search On the SECP eServices portal, click on the ‘Company Name Availability Search’ button. This will take you to the next screen.
  • Enter Proposed Name of Company On the next screen, enter the proposed name of your company in the search bar. It is recommended to choose a unique and distinguishable name that is not already in use by another company.
  • Click Search Once you have entered the proposed name of your company, click on the ‘Search’ button. This will initiate the search process to check the availability of the name.
  • View Search Results After the search is completed, a list of results will be displayed on the screen. If the proposed name is available, it will be listed as ‘Available’ under the ‘Name Availability Status’ column. If the name is not available, the search results will display the reason for the name being unavailable.
  • Reserve Company Name If the proposed name of your company is available, you can reserve it by clicking on the ‘Reserve Name’ button. This will initiate the process of reserving the name for your company for a period of 90 days.

Overall, checking the availability of a company name in Pakistan is a simple and straightforward process that can be completed online through the SECP eServices portal. It is important to choose a unique and distinguishable name that is not already in use by another company to avoid any legal issues in the future.

Draft the memorandum and articles of association

After name availability confirmation, the next step is to draft the Memorandum of Association (MoA) and Articles of Association (AoA) of your company. Here’s a brief overview of how to draft Memorandum and Articles of Association:

Memorandum of Association (MOA)

The MOA is a legal document that defines the company’s scope of activities and sets out the objectives for which the company has been formed. It is one of the most important documents that need to be drafted while incorporating a company in Pakistan. Here are the steps for drafting the MOA:

  • Define the Name and Registered Office of the Company

The first step in drafting the MOA is to define the name and registered office of the company. The name should be unique and not already registered with the SECP. The registered office should be located within Pakistan.

  • Define the Objectives of the Company

The second step is to define the objectives of the company. The objectives should be clear, concise and specific to avoid any ambiguity. The MOA should also specify the nature of the business activities that the company will undertake.

  • Define the Share Capital and Liability of the Members

The third step is to define the share capital and liability of the members. This section should specify the number of shares issued, their value and the rights attached to them. It should also specify the liability of the members in case the company is wound up.

Articles of Association (AOA)

The AOA is a document that sets out the rules and regulations governing the internal management and administration of the company. It outlines the rights and duties of the directors, shareholders and other officers of the company. Here are the steps for drafting the AOA:

  • Define the Shareholders’ Rights and Responsibilities

The first step in drafting the AOA is to define the shareholders’ rights and responsibilities. This section should specify the voting rights of the shareholders, the procedure for conducting meetings, the quorum required and the procedure for passing resolutions.

  • Define the Directors’ Powers and Duties

The second step is to define the directors’ powers and duties. This section should specify the appointment and removal of directors, their powers and duties, the procedure for conducting board meetings and the quorum required.

  • Define the Company’s Administrative and Financial Procedures

The third step is to define the company’s administrative and financial procedures. This section should specify the procedure for keeping accounts, preparing financial statements and conducting audits.

Overall, drafting the MOA and AOA is an important aspect of incorporating a company in Pakistan. It is recommended to seek the assistance of a lawyer or a professional consultant to ensure that the documents are drafted in accordance with the requirements of the SECP and are legally binding.

Execute the MAA

After the MAA is approved by the Registrar, it must be executed by the NPO’s founders. The founders must sign the MAA in the presence of a witness.

File the MAA with the Registrar

The executed MAA must be filed with the Registrar, along with other required documents, such as the

  • Form-I: Declaration of compliance with the Companies Act, 2017. This is the application form for the reservation of a company name. The applicant needs to provide three names for the company, in order of preference, along with the proposed business activities and the names of the proposed directors.
  • Form-21: This is the notice of situation of registered office of the company. It provides details about the location of the registered office of the company.

Pay the registration fee

The NPO must pay the registration fee as prescribed by the Companies Act, 2017. Registration fee of Rs. 500/- should be deposited in National Bank of Pakistan (NBP) through a challan Form.

Obtain a digital signature certificate (DSC)

To get a Digital Signature Certificate (DSC) in Pakistan, you can follow the steps below:

  1. Choose a Certifying Authority (CA): The first step is to select a Certifying Authority that is licensed by the government of Pakistan to issue DSCs. Some examples of CAs in Pakistan are NIFT and eMudhra.
  2. Submit Documents: You will need to submit the required documents, which may include your ID proof, address proof, and other relevant documents as per the CA’s requirements. These documents will be used to verify your identity and authenticate your digital signature.
  3. Payment of Fees: You will need to pay the fees as per the pricing structure of the CA.
  4. Verification Process: Once you have submitted your documents and paid the fees, the CA will verify your identity and initiate the DSC issuance process.
  5. Issuance of DSC: After the verification process is complete, the CA will issue a DSC to you. You can use this DSC to digitally sign documents and transactions.

In summary, to get a DSC in Pakistan, you need to select a Certifying Authority, submit your documents, pay the fees, go through the verification process, and receive your DSC. It is essential to follow the guidelines provided by the Certifying Authority and ensure that you have all the necessary documents to avoid any delays in the issuance of the DSC.

File an application for registration

The next step is to file an application for registration with the SECP. This application must be submitted online along with the DSC.

Receive the certificate of incorporation

After the application is submitted, the SECP will review it and issue a certificate of incorporation if all requirements are met. This certificate confirms the legal existence of the NPO.

Register with the Federal Board of Revenue (FBR)

After incorporation, you will need to register your company with the Federal Board of Revenue (FBR) for tax purposes. Following is  a detailed overview of the procedure for registering with the tax authorities in Pakistan:

  • Obtain National Tax Number (NTN) The first step in registering with the tax authorities is to obtain a National Tax Number (NTN) from the Federal Board of Revenue (FBR). You can obtain the NTN by submitting an application to the FBR online or through a designated branch of the National Bank of Pakistan.
  • Obtain Sales Tax Registration Number (STRN) If your company is engaged in the supply of goods or services, you will need to obtain a Sales Tax Registration Number (STRN) from the FBR. The STRN can also be obtained through the same process as the NTN.
  • Register for Withholding Tax If your company is required to deduct withholding tax on payments made to suppliers, contractors or employees, you will need to register for withholding tax with the FBR. This can be done online through the FBR’s e-portal or through a designated branch of the National Bank of Pakistan.
  • Register for Professional Tax If your company employs professionals such as doctors, lawyers or engineers, you will need to register for professional tax with the relevant authority. The registration process and requirements may vary depending on the profession and the location of your company.
  • Register for Provincial Taxes If your company operates in a province that imposes its own taxes such as the Punjab Sales Tax on Services Act, 2012 or the Sindh Sales Tax on Services Act, 2011, you will need to register for these taxes separately. The registration process and requirements may vary depending on the specific tax and the location of your company.

Register with the Social Welfare Department

Procedure for registration of Societies / NGOs / NPOs under Societies Registration Act, 1860 and Voluntary Social Welfare Agencies, 1961 is as under:-

Registration of NGO under Societies Registration Act, 1860

Step-by-Step Process:

  • The proposed society should have minimum 20 members including at least 07 office bearers

  • Complete your documents as mentioned in the below section

  • Prepare two copies of Memorandum of Association as well as Article of Association of the Society
  • Memorandum of Association should be signed by all the members of the society
  • Every page of the Article of Association should be signed by at least three Office Bearers
  • Prepare the Minutes of the 1st meeting of the members of the society
  • Office of the NGO shall be in Commercial Area.
  • Registration fee of Rs. 500/- should be deposited in National Bank of Pakistan (NBP) through a challan Form under the head of Account C-03818-Other receipt fee for Registration of Societies under Societies Registration Act, 1860 (138).
  • Annual Progress / Audit Reports, details of projects / services, bank accounts and list of office bearers / executive body members along with contact numbers must be provided to Register Joint Stock Companies every year so as to avoid legal proceedings.
Documents Required:
  • Two signed copies of the Memorandum of Association
  • Two signed copies of the Article of Association
  • Two copies of the CNIC (attested by a Gazetted Officer) of all the Office Bearers / Executive Members and General Body Members
  • Duly signed list of Office Bearers with mobile number (two copies)
  • List of General Body members (at least twenty including office bearers)
  • Two copes of the Minutes of the 1st Meeting of the Members of the Society
  • Complete office address, Office pad, website, telephone, fax number, email address and lease agreement / ownership proof of the office be provided
  • Mobile numbers and email addresses of all the Office Bearers / Executive Members

Registration of NGO under Voluntary Social Welfare Agencies (Registration & Control) Ordinance, 1961

Step-by-Step Process:

  • The proposed society should have minimum 20 members including at least 07 office bearers
  • Complete your documents as mentioned in the below section
  • Prepare and sign the Form B and Constitution of the NGO
  • Every page of the constitution should be signed by at least three Office Bearers
  • Prepare the Minutes of the 1st meeting of the members of the society
  • Office of the NGO shall be in Commercial Area
  • Registration fee of Rs. 500/- should be deposited in National Bank of Pakistan (NBP) through a challan Form under the head of Account C-03818-Other receipt fee for Registration of Societies under Societies Registration Act, 1860 (138)
  • Annual Progress / Audit Reports, details of projects / services, bank accounts and list of office bearers / executive body members along with contact numbers must be provided to Register Joint Stock Companies every year so as to avoid legal proceedings.
Documents Required:
  • Two signed copies of the Constitution of the NGO
  • Two signed copies of the Form B
  • Two copies of the CNIC (attested by a Gazetted Officer) of all the Office Bearers / Executive Members and General Body Members
  • Duly signed list of Office Bearers with mobile numbers (two copies)
  • List of General Body members (at least twenty including office bearers)
  • Two copes of the Minutes of the 1st Meeting of the Members of the Society
  • Complete office address, Office pad, website, telephone, fax number, email address and lease agreement / ownership proof of the office be provided
  • Mobile numbers and email addresses of all the Office Bearers / Executive Members

Apply for a tax exemption certificate

Once the NPO is registered, it can apply for a tax exemption certificate from the Federal Board of Revenue (FBR). The FBR will review the NPO’s application and determine if it is eligible for tax exemption.

 

Open a bank account

To open a bank account in Pakistan, you can follow the steps below:

  1. Choose a bank: The first step is to select a bank that meets your requirements. You can research the different banks in Pakistan and compare their services and fees to choose the one that suits you best.
  2. Gather Required Documents: To open a bank account, you will need to provide certain documents, such as your national identity card (NIC), proof of address, and proof of income. You may also need to provide other documents, depending on the bank’s requirements.
  3. Visit the Bank: Once you have gathered the necessary documents, you will need to visit the bank’s branch in person. At the bank, you will need to fill out an account opening form and provide the required documents.
  4. Provide Biometric Verification: You will need to provide your biometric information, such as fingerprints and a facial scan, for verification purposes.
  5. Wait for Account Activation: After submitting the account opening form and providing the required documents, the bank will process your application. Once your account is approved, you will receive a notification and can begin using your bank account.

 

It is important to note that the registration process may vary slightly depending on the type of NPO and the province in which it is being registered. It is advisable to consult with a legal expert to ensure all requirements are met.