Corporate & Commercial

Company Incorporation in Pakistan: SECP Registration Explained

SECP has digitised incorporation substantially, and a straightforward private limited company can now be registered in a matter of days. That efficiency creates its own risk: the structural decisions taken during a fast registration — share capital, objects clause, directorships, shareholding split — are the ones that surface years later in a shareholder dispute or a due diligence exercise.

Choosing the right entity

Under the Companies Act, 2017:

• Private limited company — the standard vehicle, requiring two or more subscribers. Suitable where partners, investors, or future share transfers are contemplated.
• Single member company (SMC) — a private company with one member. The 2017 Act introduced this, allowing a sole entrepreneur limited liability without an artificial second shareholder. An SMC must nominate a person to act in the event of the sole member's death.
• Public limited company — three or more subscribers, with considerably heavier governance and disclosure obligations.
• Section 42 company — for associations with charitable or not-for-profit objects, requiring a licence from SECP.
• Limited Liability Partnership (LLP) — a separate regime, sometimes a better fit for professional service partnerships.

The most common misstep here is defaulting to a private limited company where an SMC would do, or vice versa — issuing shares to a family member purely to make up numbers, and creating a shareholder with real legal rights nobody intended them to have.

Step 1 — name reservation

The first filing is an application to reserve the company name, submitted through SECP's eServices portal. The name must comply with Section 10 of the Act and SECP's naming guidelines: no deceptively similar names, no prohibited or restricted words without prior approval, nothing misleading as to the scale or nature of the business or suggesting state patronage.

An approved name reservation is valid for a limited period — currently 60 days — within which incorporation must be filed. A rejected name is the single most common cause of delay, and it is almost entirely avoidable by checking availability on the portal and having a second and third choice ready.

One point worth flagging: reserving a company name is not a trademark. It stops another company being registered under a confusingly similar name; it does not give you rights in the brand. Those require a separate application to IPO-Pakistan — see our page on trademark registration.

Step 2 — incorporation documents

The core documents are the Memorandum of Association, setting out the company's objects and authorised capital, and the Articles of Association, governing internal management. SECP provides model articles, and many companies adopt them unchanged — which is fine until it isn't. Where there are multiple shareholders with differing stakes, the articles (and a separate shareholders' agreement) are where deadlock, transfer restrictions and exit provisions belong.

Alongside these, you will need CNIC copies for Pakistani directors and subscribers, passport copies for foreign ones, NTN details, the principal business activity, registered office address, and details of proposed share capital and its division among subscribers. All documents must be in English; where an underlying document is in Urdu, a certified translation is required.

Step 3 — filing and certificate

Filing is made through eServices with the prescribed fee paid by challan, and processed by the relevant Company Registration Office. On approval SECP issues a digitally signed Certificate of Incorporation, from which point the company exists as a separate legal person capable of contracting, holding assets and suing in its own name.

A straightforward incorporation commonly completes within several working days, assuming the name clears and documents are in order.

After incorporation: what people forget

This is where most problems actually arise. Incorporation is not tax registration, and it is not a bank account.

• FBR registration for the company's own NTN. SECP forwards incorporation data, but the company's tax profile must be completed separately before it is fully operational.
• Sales tax registration where the business activity requires it.
• Bank account opening — banks generally require complete consistency between incorporation records, NTN profile, ownership details and board authorisations. Mismatches between what was filed at SECP and what is presented to the bank are a routine cause of delay.
• Social security and EOBI registration where employees are engaged.
• Provincial and sector-specific licences — a certificate of incorporation is not permission to carry on a regulated activity.
• Ongoing statutory filings — annual returns and financial statements. See our page on corporate compliance and annual filings; late filing fees accumulate and continued default can expose the company and its officers to further consequences under the Act.

Foreign and overseas shareholders

Foreign nationals and entities can hold shares in a Pakistani company, and 100% foreign ownership is possible in most sectors — subject to SECP requirements and State Bank of Pakistan foreign investment regulations, with some sectors restricted or requiring additional approval. Overseas Pakistanis holding a valid CNIC or NICOP can generally complete incorporation through eServices using digital verification without travelling to Pakistan.

For foreign investors specifically, the incorporation is usually the least complex part of market entry. Our roadmap for foreign-owned business setup covers the regulatory sequence around it.

Common questions

This article is general information about Pakistani law and procedure, not legal advice for any specific matter. If this touches on something you're currently facing, get in touch and we'll advise on your facts directly.