A Private Limited Company offers several advantages, including limited liability, separate legal entity status, and access to funding opportunities. However, the process of registration involves various steps and costs that aspiring entrepreneurs need to be aware of.
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Understanding the Process of Company Registration:
Name Reservation:
Any three or more persons associated for lawful purpose may, by subscribing their names to the Memorandum of Association and complying with the requirements of the Companies Act, 2017 form a public company and any two or more persons so associated may, in like manner, form a private company.
The first step is to reserve a unique name for your company with the Securities and Exchange Commission of Pakistan (SECP).
If only one member forms a private company, it is called a single member company.
First step towards incorporation of a company is to submit an online or offline application for the reservation of Company’s name and incorporation of the company either through e-services or in physical form as per the formats provided in the Companies (Incorporation) Regulations, 2017 (the “Regulations”). Three names are to be proposed. The registrar would allow a name available, which will be included in the incorporation documents.
Companies (Incorporation) Regulations, 2017
Promoters may adopt the model memorandum and articles of association available on the following link:
SECP Name Reservation Fee:
When you file an application for name reservation for your proposed company, SECP will charge a nominal fee of Rs.200 excluding bank charges.
Preparation of Documents:
Once the name is reserved, you need to prepare the necessary documents, including the Memorandum and Articles of Association, Form 1 (Declaration of Compliance), and Form 21 (Notice of Situation of Registered Office of the Company).
Memorandum and Articles of Association:
The promoters will provide three proposed names in the order of priority, out of which any one may be approved by the registrar. Before applying for incorporation of company please check the name first at the links given below to make sure that the proposed name complies with the following conditions as provided under Section 10 of the Companies Act, 2017 read with Regulation 4 of the Companies (Incorporation) Regulations, 2017;
- It is neither identical or resemble or similar to the name of any existing company or registered LLP;
- It is not inappropriate or deceptive;
- It includes any word or words which are offensive to any section of the people, or include any other word that in the opinion of registrar is undesirable;
- It is not designed to exploit religious susceptibilities of people;
- It does not contain any word prohibited/restricted under Section 10 of the Act and Regulation 4 of the Companies (Incorporation) Regulations, 2017.
| Item | For submission of documents electronically Rs. | For submission of documents in physical form Rs. |
| For a certified copy of the Memorandum and Articles of Association of private limited company, a fee of .… | 250 | 1500 |
| For a certified copy of the Memorandum and Articles of Association of other than a private limited company, a fee …. | 500 | 3000 |
Submission of Documents:
After preparing the documents, you must submit them to the SECP along with the prescribed fee. Incorporation documents include:
(i) Memorandum and Articles of Association (prefer samples available on SECP’s website for different sectors)
(ii) Copies of CNIC/NICOP of the subscribers/ directors/ chief executive officer/ nominee (for single member company)/authorized representative or copies of Passport in case of a foreigner
(iii) NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of specialized business
(iv) In case the subscriber is a foreign company, the profile of the company, detail of its directors, their nationality and country of origin, certified copy of its charter, statute or memorandum and articles etc.
(v) Authorization for filing of documents by the subscribers
(vi) Registration/ Filing Fee
In case of a small company having nominal share capital not exceeding Rs.100,000 total incorporation fee is Rs.1,800 for online submission and Rs.3,500 for offline submission.
Certificate of Incorporation:
| Document | Online application | Offline application |
| Certificate of incorporation | 100 | 600 |
Registration with Tax Authorities:
Following incorporation, you need to register your company with the Federal Board of Revenue (FBR) for taxation purposes.
Online registration is available only for:
- Individual and not for Association of Person or Company;
Before starting online registration, the Taxpayer must have:
- Read User Guide;
- A computer, scanner and internet connection;
- A cell phone with SIM registered against their own CNIC;
- A personal email address belonging to them;
- Scanned pdf files of:
- Certificate of maintenance of personal bank account in his own name & Evidence of tenancy / ownership of business premises, if having a business & Paid utility bill of business premises not older than 3 months, if having a business.
- Online registration is available at Iris
REGISTRATION AT FACILITATION COUNTERS OF TAX HOUSES:
Registration at Facilitation Counters of Tax Houses is available for all:
- Individual, Association of Person and Company;
- Income Tax and Sales Tax;
FOR REGISTRATION OF A COMPANY, THE PRINCIPAL OFFICER MUST:
- Personally go to any Facilitation Counter of any Tax House
- Take the following document with him:
- i. Incorporation Certificate of the Company;
- ii. CNICs of all Directors;
- iii. Original letter on letterhead of the company signed by all Directors, verifying the Principal Officer and authorizing him for Income Tax / Sales Tax Registration;
- iv. Cell phone with SIM registered against his own CNIC but not already registered with the FBR;
- v. Email address belonging to the Company;
- vi. Original certificate of maintenance of bank account in Company’s name;
- vii. Original evidence of tenancy / ownership of business premises, if having a business;
- viii. Original paid utility bill of business premises not older than 3 months, if having a business.
SECP Company Registration Fees:
| Company Registration Fee in Pakistan | ||
| Authorized capital | Online filing | Offline filing |
| Upto 100000 | 2,200 | 5,000 |
| For every 100,000 or a part above the first 100,000 upto 5 billion | 700 | 700 |
| For every 100,000 or part above 5 billion | 165 | 165 |
| Section 42 company (Not for profit) registration fee | ||
| Registration fee | 27,500 | 55,000 |
| License Fee | 150,000 | 150,000 |
SECP Filing Fees
| Fees for Filing Statutory Returns | ||
| Document | Online filing | Offline filing |
| Any statutory form or return | 1000 | 1500 |
SECP Late Filing Fee
| Late filing fee | |
| Time of Filing | Fee including late fee |
| Within 90 days | Two times the normal fee |
| Within 180 days | Three times the normal fee |
| Within 01 year | Four times the normal fee |
| Within 2 years | Five times the normal fee |
