Company Registration and Regulatory Filings in Pakistan: A Complete SECP Guide

Registering a company with the Securities and Exchange Commission of Pakistan (SECP) is now largely an online process. The harder part for many founders is what comes after: annual returns, financial statements, notices of changes, registers and tax registrations. Missing these creates penalties and, later, problems with banks, investors and buyers. This guide covers both stages under the Companies Act, 2017 and the Companies Regulations, 2024.

Choose the right type of company

• Single member company (SMC): a private company with one member, suited to sole founders who want limited liability. A nominee must be named.
• Private limited company: two or more members, restrictions on transfer of shares, and no public offer of shares. The usual choice for family businesses and startups.
• Public company: three or more members; can be unlisted or listed, with heavier governance and reporting obligations.
• Other forms include companies limited by guarantee and not-for-profit companies licensed under Section 42, which have separate requirements.

Registering with SECP through eZfile: step by step

1. Create eZfile user accounts. Each subscriber registers on SECP’s eZfile portal using their CNIC (or passport for foreigners), email and mobile number, and receives a PIN used to sign forms electronically.
2. Search and reserve the name. Use the name search, then apply for reservation. The name must not be identical or deceptively similar to an existing company or a well-known mark, and must end with “(Private) Limited”, “(SMC-Private) Limited” or “Limited” as applicable. SECP allows a combined application for name reservation and incorporation.
3. Prepare the incorporation application. You will need details of each subscriber and director, the authorised capital and subscribed shares, the registered office address in Pakistan, the principal line of business, and the memorandum and articles of association. SECP publishes model memorandum and articles that can be adapted.
4. Pay the fee and sign. The fee depends on authorised capital and is lower for online filing. SECP’s online fee calculator gives the current amount. All subscribers sign with their PINs and the application is submitted.
5. Receive the certificate of incorporation. Once approved, SECP issues the certificate electronically. Keep the certificate, the memorandum and articles, and the filed forms together; banks will ask for them.

For a typical private company, the online fee for name reservation is modest (around Rs 1,000 at the time of writing) and the incorporation fee rises with authorised capital. Fees are revised periodically, so always confirm on SECP’s fee calculator before filing.

Immediately after incorporation

• Open a bank account in the company’s name. Banks will ask for the incorporation documents, board resolution, CNICs of directors and beneficial ownership information.
• Collect share capital and issue shares. Where shares are allotted after incorporation, a return of allotment (Form 3 under the 2024 Regulations) must be filed with the registrar within the time set by Section 70.
• Set up the statutory registers and minute books (see below).
• Appoint auditors where required, within the time allowed by the Act.
• Confirm tax registration with FBR and, where relevant, SRB.

Ongoing SECP filings and deadlines

The 2024 Regulations consolidated several older forms. For example, Form 9 replaced the old Forms 28 and 29 for directors and officers, and Form A now covers companies with and without share capital. If an adviser refers to “Form 29”, they are using the pre-2024 numbering.

Financial statements must be approved by the board and laid before the AGM. Even where a small private company is not required to file its accounts with SECP, it must still prepare them and keep proper books of account.

Statutory registers and beneficial ownership

Every company must maintain certain registers at its registered office, including:

• Register of members (Section 119), recording each member’s name, address, shares and transfers.
• Register of directors, officers and their interests.
• Register of ultimate beneficial owners under Section 123A. Companies must obtain information about the natural persons who ultimately own or control the company. Members are asked to declare beneficial ownership (Forms 16, 17 and 18 under the 2024 Regulations), and certain information is reported to the registrar.
• Register of mortgages and charges, and minute books of general meetings and board meetings.

Beneficial ownership is closely tied to anti-money-laundering rules. Banks will refuse or freeze accounts where the ownership trail is unclear, so keep these records current.

Tax registration: FBR and SRB basics

• Income tax (FBR): every company needs a National Tax Number (NTN). SECP and FBR systems are linked so that a company’s registration flows through to FBR, but confirm the NTN on FBR’s Iris portal. Companies must file an annual income tax return, and those deducting tax (for example on salaries, rent or supplier payments) must file withholding statements.
• Sales tax on goods (FBR): required where the company falls within the Sales Tax Act, 1990, for example as a manufacturer, importer or supplier above the applicable thresholds.
• Sales tax on services (SRB): a company providing taxable services in Sindh must register with the Sindh Revenue Board under the Sindh Sales Tax on Services Act, 2011, charge Sindh sales tax and file monthly returns.
• Employees: once you hire staff, registration with bodies such as EOBI and SESSI may also be required.

Late filing and penalties

The Companies Act, 2017 imposes penalties for defaults, generally by reference to a “standard scale” of levels set out in the Act, and additional fees apply for late filing of forms. Penalties can fall on the company and on directors and officers who are in default. Repeated or prolonged default can lead to show-cause proceedings and, in some cases, a company being treated as defunct and struck off.

A simple compliance calendar, with the financial year end, AGM date, annual return and tax deadlines, prevents most problems. Many businesses prefer to have a lawyer or corporate secretary manage SECP filings so that changes in directors, shareholding and address are reported on time.

Disclaimer: This article is general information about the law in Pakistan as at the date shown. It is not legal advice and does not create a lawyer-client relationship. Laws, fees and procedures change; please take advice on your own facts before acting.