Which Are The Requirements For Registering a Private Limited Company In Pakistan?

A Private Limited Company Registration In Pakistan involves meeting specific legal and regulatory requirements as set by the Securities and Exchange Commission of Pakistan (SECP). A private limited company, often preferred by entrepreneurs and small businesses, limits the liability of shareholders to their investment in the company. Below is a detailed outline of the key requirements for registering such a company.

1. Minimum Number of Directors and Shareholders

A Private Limited Company in Pakistan must have at least two directors and two shareholders. The directors are responsible for the company’s management, while the shareholders own the company. Both directors and shareholders can be the same individuals or different persons. At least one director must be a resident of Pakistan, and all directors must be natural persons, over 18 years old, with valid Computerized National Identity Cards (CNIC) or passports in the case of foreign nationals.

2. Unique Company Name

Choosing a unique company name is a crucial step. The proposed name must comply with SECP’s naming guidelines, which include several restrictions:

• The name cannot resemble any existing company name registered with SECP.
• It must not contain prohibited words or phrases such as those that could mislead the public about the company’s nature.
• Certain terms, such as “Pakistan” or “National,” may require special approval. Once the name is selected, an application for name reservation must be submitted to SECP. If approved, the name is reserved for the applicant for a certain period, allowing time to complete the registration process.

3. Memorandum and Articles of Association

Two key documents form the backbone of the company’s governance:

• The Memorandum of Association (MoA) defines the company’s objectives, its authorized activities, and the purpose for which it is being established. It is crucial to align these objectives with the company’s intended business activities.
• The Articles of Association (AoA) govern the company’s internal management. It outlines the procedures for the appointment of directors, shareholder meetings, voting rights, and other operational rules. Both documents must be carefully drafted and submitted for SECP’s approval.

4. Registered Office Address

A registered office address in Pakistan is mandatory for a private limited company. This is the official address where legal notices, communications, and official documents from SECP or other regulatory bodies will be sent. The address must be a physical location, not a P.O. box, and needs to be provided during the registration process.

5. Identification and Documentation

The following identification documents must be provided for the directors, shareholders, and the CEO:

• Copies of CNICs (for Pakistani nationals) or passports (for foreign nationals).
• A recent photograph of each director and shareholder may also be required.

6. Forms Required by SECP

Several forms must be completed and submitted during the registration process:

• Form 1 (Declaration of Compliance): This is a declaration that all legal requirements for the registration have been fulfilled. It is typically signed by a lawyer or a company secretary.
• Form 21 (Notice of Registered Office): This notifies SECP of the company’s registered office address.
• Form 29 (Particulars of Directors, CEO, and Secretary): This form lists the details of the company’s directors, CEO, and company secretary. It must be submitted to SECP whenever there is a change in these roles.

7. Paid-up Capital

Although SECP does not mandate a minimum paid-up capital requirement for a private limited company, the company must declare its authorized and paid-up capital during the Company Registration In Lahore process. This can vary based on the business type and needs. Evidence of the initial capital deposit may be required in some cases.

8. Tax Registration

Once the company is incorporated, it must also register for a National Tax Number (NTN) with the Federal Board of Revenue (FBR). Depending on the business type, the company may also need to register for sales tax.

9. Registration Fee

SECP charges a registration fee that varies depending on the company’s authorized capital. The fee can be paid through designated banks, and the payment receipt must be uploaded during the online submission of documents.

Conclusion

The process of registering a Private Limited Company in Pakistan is streamlined through SECP’s e-services portal, where all required documents, forms, and fees can be submitted electronically. Once the application is reviewed and approved, SECP issues a Certificate of Incorporation, legally recognizing the company as a registered entity. Following registration, Hamza & Hamza Law Associates must also comply with ongoing legal requirements, such as filing annual returns and financial statements.