Registering a private limited company in Pakistan is one of the most popular choices for entrepreneurs, startups, and investors seeking to establish a formal business entity with limited liability and enhanced credibility. A private limited company is incorporated under the Companies Act, 2017 and regulated by the Securities and Exchange Commission of Pakistan (SECP). With the introduction of SECP’s digital portal, the entire process has become more efficient, transparent, and accessible. This article outlines a step-by-step guide for registering a private limited company in Pakistan, detailing legal requirements, documentation, compliance, and post-incorporation obligations.
What is a Private Limited Company?
A private limited company is a separate legal entity from its owners and provides limited liability to its shareholders. It cannot offer shares to the public and is limited to a maximum of fifty members, excluding employee-shareholders. It is ideal for businesses that want to limit risk, build credibility, and attract private investors without listing on a stock exchange.
Key Features of a Private Limited Company
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Minimum two shareholders and two directors
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Liability limited to the extent of capital contribution
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Perpetual succession and legal identity
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Restriction on transfer of shares
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Prohibition on public offering of shares
Step-by-Step Guide to Registering a Private Limited Company in Pakistan
Step 1: Choose the Company Name
The first step is to select a unique and appropriate name for your private limited company. The name must:
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Not be identical or resemble an existing company or trademark
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Not contain prohibited or sensitive words such as “Federal,” “Bank,” or “Trust”
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End with “(Private) Limited” or “(Pvt.) Ltd” as per SECP regulations
You can check name availability through the SECP eServices portal or consult the Company Name Reservation Guidelines on SECP’s website.
Step 2: Create an Account on SECP eServices Portal
Visit https://eservices.secp.gov.pk and create an account as a new user. You will need to provide:
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CNIC (for Pakistani nationals) or Passport (for foreign nationals)
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Mobile number and email address
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Basic personal and contact information
After verification, you can log into your dashboard to begin the registration process.
Step 3: Reserve Company Name (Name Reservation)
Log in to the SECP eServices portal and navigate to the “Company Name Reservation” option. Fill out the online form by:
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Selecting “Company Type” (Private Limited)
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Proposing up to three names in order of preference
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Providing the principal line of business or business activity
Submit the form and pay the name reservation fee online (Rs. 200). If the name is approved, SECP will issue a Name Availability Letter via email, typically within 1–2 working days. The name reservation is valid for 60 days.
Step 4: Prepare Incorporation Documents
You will need the following documents to complete the incorporation process:
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Memorandum of Association (MoA) – outlines the company’s objectives and business activities
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Articles of Association (AoA) – defines internal management, rights, and duties of members and directors
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Form II (Declaration of Compliance) – affirms that all requirements under the Companies Act, 2017 have been met
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Form 21 – details the company’s registered office address
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Form 29 – contains particulars of directors, CEO, and secretary
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CNICs or Passports of all directors, subscribers, and CEO
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Digital Signature of the applicant (issued via NIFT if needed)
Templates for MoA and AoA for different sectors (e.g., IT, trading, manufacturing) are available on the SECP portal and should be tailored accordingly.
Step 5: Fill Out the Online Incorporation Application
Using your SECP eServices account, navigate to the “Incorporation of Company” section and select “Private Limited Company.”
Enter the following details:
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Company name as reserved
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Number of shareholders and amount of share capital
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Shareholding pattern and class of shares
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Registered office address
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Names, CNICs, and addresses of all subscribers and directors
Upload all prepared documents in PDF format and ensure correct data entry to avoid processing delays.
Step 6: Payment of Incorporation Fee
The system will automatically calculate the government fee based on the authorized share capital of the company. Payment can be made through:
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1Link online banking
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Credit/Debit card
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Bank Challan (manual payment at designated branches)
The base incorporation fee for up to Rs. 100,000 capital is nominal (Rs. 1,800 online). Additional stamp duty and share capital-based fees may apply depending on the province.
Step 7: Submission and Review by SECP
Once all documents are uploaded and payment is completed, submit the application through the portal. SECP will review the application and verify:
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Compliance with the Companies Act, 2017
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Validity of documents and signatures
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Accuracy of shareholder and director details
If any issue is found, SECP may raise a query in your dashboard. Respond promptly by correcting or re-uploading the required documents.
Step 8: Issuance of Certificate of Incorporation
If all requirements are met, SECP will issue a Certificate of Incorporation (COI) within 1 to 3 working days. The COI contains:
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Company Name
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Incorporation Number
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Date of Registration
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Type of Company (Private Limited)
You can download the COI directly from the eServices dashboard. The company is now a legal entity and can commence operations.
Step 9: Obtain National Tax Number (NTN) from FBR
After incorporation, register your company with the Federal Board of Revenue (FBR) to obtain a National Tax Number (NTN) for income tax and withholding tax compliance.
Steps to follow:
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Visit https://iris.fbr.gov.pk and create an IRIS account
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Log in and fill out Form 181 for business registration
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Provide SECP Certificate, MoA & AoA, and proof of business address
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Submit and receive NTN confirmation
NTN is required for bank account opening, invoicing, and tax compliance.
Step 10: Register for Sales Tax (if applicable)
If the company deals in taxable goods (e.g., manufacturing or trading) or services (e.g., IT, marketing, consulting), it must register for Sales Tax with either:
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FBR (for goods or ICT services) under Sales Tax Act, 1990
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Provincial Revenue Authorities (PRA, SRB, KPRA, BRA) for services based in respective provinces
Sales Tax registration enables the company to collect and remit taxes and file monthly returns.
Step 11: Open a Corporate Bank Account
To operate financially, open a business bank account in the company’s name. Most banks require:
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Certificate of Incorporation
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NTN certificate
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MoA and AoA
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CNICs of directors and signatories
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Board resolution for account authorization (optional)
Ensure the account is used exclusively for company transactions to maintain transparency and fulfill audit requirements.
Step 12: Maintain Statutory Books and Registers
As per SECP regulations, a private limited company must maintain:
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Register of Members
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Register of Directors and Officers
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Register of Share Transfers
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Minute Book for board and general meetings
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Books of Accounts under Section 220 of the Companies Act
Step 13: File Annual Returns and Compliance Documents
SECP mandates ongoing compliance, including:
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Annual Return (Form A or Form C) submission
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Form 29 for any changes in directorship or shareholding
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Audited financial statements (if applicable)
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Holding of Annual General Meetings (AGMs)
Timely filings help maintain “Active” status and avoid penalties.
Step 14: Optional Registrations (As Needed)
Depending on your sector, you may also require:
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PSEB registration for IT/ITES businesses
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EOBI and Social Security registration for employees
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Chamber of Commerce membership for trade benefits
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Trademark registration for brand protection
Common Mistakes to Avoid
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Choosing a name that violates SECP guidelines
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Incomplete or incorrect documents
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Delay in responding to SECP queries
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Failing to file annual returns or maintain records
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Mixing personal and business finances
Benefits of Registering a Private Limited Company
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Limited liability protection for shareholders
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Legal identity for contracts, bank loans, and tenders
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Better investor and customer trust
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Structured governance and continuity
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Access to government incentives and financing
Conclusion
Registering a private limited company in Pakistan has become significantly easier thanks to SECP’s digitization and online incorporation services. From name reservation to issuance of the Certificate of Incorporation, each step can now be completed through the SECP eServices portal with minimum physical interaction. The structure provides strong legal backing, limits liability, and positions your business for long-term scalability. While the process requires accuracy, attention to detail, and timely compliance, it is well worth the effort for any entrepreneur looking to establish a credible, secure, and growth-oriented business in Pakistan. Professional assistance from legal or corporate advisors can further streamline the process and ensure full regulatory compliance.
