Company Registration in Pakistan – Requirements and Procedure:
Registration of a Private Limited Company, Single Member Company, Pubic Limited Company in Pakistan:
This brief overview explains, in very general terms, the procedure and requirements for registration of a company in Pakistan. These brief notes are for general guidance only and should not be taken as a substitute for thorough and professional legal advice.
Kinds of Companies which may be Registered in Pakistan:
The following types of companies may be registered in Pakistan:
A private limited company, which may be a single member company
A public limited company, which may be listed or unlisted
A foreign company
How to Register a Company in Pakistan?
Companies remain the most favored form of business organizations in Pakistan especially for medium and large-scale business enterprises.
Legal regime for establishment and regulation of companies in Pakistan is given in the Companies Ordinance, 1984. Whereas the function of administration of these companies is vested in the Securities and Exchange Commission of Pakistan and the Registrar of Companies appointed by the Securities and Exchange Commission of Pakistan for a Province of Pakistan where such company is to be registered. Under the provisions of the Companies Ordinance, 1984 a company is a corporate body with separate legal entity and a perpetual succession and a company may be formed by persons associating for any lawful purpose by subscribing their names to the Memorandum of Association and complying with other requirements for registration of a company under the provisions of the Ordinance. The Companies Ordinance, 1984 provides three different types of companies:
A company limited by shares
A company limited by guarantee
An unlimited liability company
Further, under the Companies Ordinance, 1984 two types of limited liability companies are provided namely,
a) a private limited company and
b) a public limited company (which may be listed or unlisted).
Any one or more persons associated for any lawful purpose by subscribing their name(s) to the Memorandum of Association and complying with other registration specific requirements of the Companies Ordinance, 1984 may incorporate a private limited company. Provided that where a company has only one subscriber to the Memorandum of Association then such a company is called a Single Member Company, however, a Single Member Company remains a private limited company for all intents and purposes of the Ordinance. Whereas any three or more persons so associated may form a public limited company. A company limited by shares whether a private company or a public company is the most common vehicle for carrying out a business enterprise in Pakistan. Prior approval of the relevant Ministries/Departments is required to be obtained before incorporation of the following companies:
A banking company
A non-banking finance company
A security service providing company
A corporate brokerage house
A money exchange company
An Association not for profit u/s42 of the Companies Ordinance, 1984 A trade organisation u/s 42 of the Companies Ordinance, 1984
Procedure for Registration of a Company in Pakistan
Following are the requirements for registration of a company in Pakistan:
Step No. 1 for Registration of a Company in Pakistan – Availability of Name: The first step with regard to incorporation of a company is to seek availability of the proposed name for the company from the Registrar. For this purpose, an application is to be made and a fee of Rs.200 is required to be paid for seeking availability certificate.
Step No. 2 for Registration of a Company in Pakistan: Filing of documents required for registration of a private limited company in Pakistan The following documents are required to be filed with the registrar concerned for registration of a private limited company in Pakistan:
Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association.
Memorandum and articles of association –
Four printed copes of Memorandum and Articles of Association duly signed by each subscriber in the presence of one witness.
Form 1 – Declaration of compliance with the pre-requisites for formation of the company.
– A copy of the original paid Challan in the authorized branches of Habib Bank Limited or a Bank Draft/ Pay Order drawn in favour of the Securities and Exchange Commission of Pakistan of the prescribed amount.
Authorisation by sponsors – The authorisation of sponsors in favour of a person to make good the deficiencies, if any, in memorandum and articles of association as may be pointed out by the registrar concerned and to collect the certificate of incorporation Documents required for registration of a Single Member Company in Pakistan Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in prescribed form indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death.
All requirements for incorporation of a private limited company shall mutatis mutandis apply to a single member company. Documents required for registration of an association not for profit in Pakistan All the documents meant for incorporation of a limited company alongwith a licence issued by the SEC. In case of a trade body, a licence issued by the Ministry of Commerce would also be submitted to the registrar concerned. The application for obtaining the requisite licence from the Commission should be accompanied by draft memorandum and Articles of Association, list of promoters, bio-data of each promoter, declaration, names of companies in which the promoters of the proposed association hold any office, estimates of annual income and expenditure and brief statement of work already done or to be done.
While registering your business as a private limited company in Pakistan (Company Registration, Company Formation, Company Incorporation in Pakistan) you should be aware, how a company functions? The business of a company is run and managed by its board of directors; which is headed by a Chief Executive. The companies appoint these officers as required by the Companies Ordinance, 1984 (hereinafter referred to as “the Ordinance”). The Ordinance necessitates the appointment of at least one director and a company secretary for a single member company, two directors for a private limited company, three directors for an unlisted public company and seven directors and a company secretary for a public listed company. The director, or directors, must manage the company’s affairs in accordance with its memorandum and articles of association and the law. Certain responsibilities apply to all directors, whether executive or non-executive.