Corporate & Commercial Law
Formation, governance, contracts and disputes for companies operating in Pakistan. Irfan Mir Halepota & Associates represents clients in this area before the relevant Karachi courts and tribunals.
From incorporation through to a shareholder dispute years later, companies need counsel that understands both the SECP's procedural requirements and how a badly drafted clause turns into litigation. We advise founders, boards and foreign investors on structuring, compliance and the commercial contracts that hold a business together.
What this covers
- Company incorporation and SECP compliance
- Shareholder agreements, joint ventures and corporate governance
- Mergers, acquisitions and corporate restructuring
- Commercial contract drafting and negotiation
- Corporate and commercial litigation, including fraud and insolvency
- Due diligence for domestic and cross-border transactions
Where we appear
- Securities & Exchange Commission of Pakistan (SECP)
- High Court of Sindh (Company Bench)
- Arbitration tribunals (domestic and international)
- Supreme Court of Pakistan (Civil & Corporate Appeals)
Forum selection and limitation periods are often decided in the first conversation about a matter — the earlier we're involved, the more options remain open.
Choosing the right structure at the outset
The entity chosen at formation determines liability, tax treatment, the ability to bring in investors, and how easily the business can be sold later. Under the Companies Act, 2017 the realistic options are a private limited company (two or more subscribers), a single member company for a sole owner, a public limited company where wider shareholding is contemplated, or a limited liability partnership under its own regime. A Section 42 company applies where the objects are not-for-profit.
The recurring error is a structural decision taken for speed. Issuing a nominal share to a relative purely to satisfy a two-subscriber requirement creates a shareholder with real statutory rights nobody intended to confer — and those rights surface at exactly the wrong moment. Our guide to SECP company incorporation covers the registration mechanics in detail.
Governance documents that actually do work
Most Pakistani companies adopt SECP's model articles unchanged. Model articles govern meetings, directors and share transfers competently, but they are not designed to regulate the commercial relationship between specific shareholders with specific expectations. Two documents do different jobs: the Articles of Association are the company's public constitution filed with SECP, while a shareholders' agreement is a private contract capable of far more detail and confidentiality.
The provisions that prevent litigation are the ones addressing what happens when relations break down — deadlock mechanisms for a 50:50 company, pre-emption rights on transfer, tag-along and drag-along, a defined valuation method rather than an undefined reference to "fair value", and a schedule of reserved matters protecting minority shareholders from being outvoted on fundamental questions. See our detailed note on what a shareholders' agreement should say.
Commercial contracts
We draft and negotiate the agreements a business runs on — supply and distribution, agency, services, licensing, joint ventures and employment contracts for senior staff. The clauses that matter most in a Pakistani context are frequently the ones treated as boilerplate: governing law, the dispute resolution mechanism, termination and its consequences, and limitation or exclusion of liability.
An arbitration clause is common in commercial contracts and often sensible, but it must specify seat, rules, number of arbitrators, appointment mechanism and language. A clause that omits these produces a dispute about where to have the dispute.
Transactions and due diligence
On an acquisition, the diligence exercise determines whether the deal proceeds as a share purchase or an asset purchase, what price is paid, and which liabilities transfer. In a share purchase the buyer inherits everything — including undisclosed tax exposure, pending FBR proceedings, unrecorded gratuity liabilities and existing charges over company assets.
Findings only earn their cost if they are converted into deal terms: price adjustment, specific indemnities for identified risks, retention or escrow, and conditions precedent requiring matters to be regularised before completion. Our due diligence checklist sets out what to verify.
When disputes arise
Corporate disputes reach different forums depending on their nature. Oppression and mismanagement proceedings, investigation of company affairs, and winding up on just and equitable grounds fall under the Companies Act, 2017 and go to the High Court's company jurisdiction. Contractual disputes proceed as ordinary civil suits or, where a valid clause exists, to arbitration. Where a director or officer faces allegations of fraud, criminal and civil tracks may run in parallel.
Forum and limitation are usually settled at the first conversation about a matter, which is the practical reason to take advice before positions harden.
Official sources
Common questions
Can you register a new company for a foreign investor?
Yes — we handle SECP incorporation, sector-specific approvals where required, and the shareholder and governance documents that should be in place from day one rather than retrofitted later.
We have a dispute with a co-founder — where does that go?
That depends on what your shareholders' agreement says. Many disputes are resolved through arbitration clauses already in the founding documents; where none exists, we assess whether the Company Bench of the High Court or a civil suit is the right route.
Can a foreign company own 100% of a Pakistani subsidiary?
In most sectors, yes. Foreign nationals and entities can hold shares in a Pakistani company and full foreign ownership is possible in the majority of sectors, subject to SECP requirements and State Bank of Pakistan foreign investment regulations. Some sectors are restricted or require additional approval, so the specific activity should be checked before the structure is settled.
What ongoing obligations does a registered company have?
Annual returns and financial statements must be filed with SECP, statutory registers maintained, and board and general meetings held and minuted. Late filing fees accumulate and continued default can expose the company and its officers to further consequences under the Companies Act, 2017. See our page on corporate compliance and annual filings.
Related areas of practice
- Foreign Company Registration in PakistanBranch office, liaison office or subsidiary — BOI permission and SECP registration.→
- Civil LitigationContract, commercial and property disputes carried from plaint to appeal.→
- Criminal LitigationRepresentation from the first FIR through trial, bail and appeal.→
- Family LawCourt marriage, divorce and khulla, custody, guardianship and maintenance.→
- Intellectual PropertyTrademarks, copyright, patents and enforcement against infringement.→
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