Quick Answer: To incorporate a company in Pakistan, an application is filed with the Securities and Exchange Commission of Pakistan (SECP) through its eServices portal, under the Companies Act, 2017. The applicant reserves a name, files the Memorandum of Association and Articles of Association, provides details of directors and shareholders, gives a registered office address, and pays the fee prescribed under the Companies (Registration Offices) Regulations, 2018. A private limited company requires a minimum of two members (except a Single Member Company, which is a distinct type), at least one director, and no minimum paid-up capital since the Companies Act, 2017 removed that requirement. Incorporation does not automatically confer an NTN; that must be obtained separately from FBR.
Types of Companies Under the Companies Act, 2017
The Companies Act, 2017 provides for several types. The most common for new businesses are:
| Type | Minimum members | Minimum directors | Key feature |
|---|---|---|---|
| Private Limited Company (SMC-Private) | 1 | 1 | Single member, separate legal entity |
| Private Limited Company (ordinary) | 2 | 1 | Restricted transfer of shares; cannot invite public subscription |
| Public Limited Company (unlisted) | 3 | 3 | May invite public subscription subject to regulatory requirements |
| Single Member Company | 1 | 1 | Distinct statutory category with SMC-specific rules |
| Company Limited by Guarantee | As per objects | As per articles | Commonly used for non-profit purposes |
| Foreign Company (branch/liaison) | Not applicable | Local representative required | Registered under Sections 435–444 |
The choice of type determines the incorporation requirements, the documents required, and the ongoing compliance obligations.
The Governing Legal Framework
- Companies Act, 2017 — the principal statute. Section 4 sets out the types of companies; Section 5 addresses the jurisdiction of the court; Sections 11 to 16 deal with incorporation; Sections 32 to 37 deal with the registered office; Sections 435 to 444 with foreign companies.
- Companies (Incorporation) Regulations, 2017 — prescribe the procedure for incorporation through the SECP eServices portal.
- Companies (Registration Offices) Regulations, 2018 — prescribe the fee schedule based on authorised capital.
- SECP eServices portal — the online filing system through which incorporation applications, name reservations and post-incorporation filings are made.
- Income Tax Ordinance, 2001 — governs NTN registration, a separate process administered by the Federal Board of Revenue.
- Provincial stamp laws — prescribe stamp duty on the Memorandum and Articles of Association, which varies by province.
Eligibility
- Directors: A private company needs at least one director. A public company needs at least three. Directors must have valid CNICs (for Pakistani nationals) or valid passports and, where applicable, NICOP or POC (for foreign nationals).
- Members/shareholders: A private company needs at least two members, except the Single Member Company which has one. Public companies require a minimum of seven members.
- Age: Directors and subscribers must be of legal capacity.
- Foreign participation: A foreign national may be a shareholder or director. Additional requirements may apply depending on the sector and the level of foreign investment, including sectoral approvals from the relevant regulator and reporting to the State Bank of Pakistan for certain investments.
- Name: The proposed name must not be identical or too similar to an existing registered name or trademark, and must not be prohibited under the Companies Act, 2017.
No minimum paid-up capital: The Companies Act, 2017 removed the previous minimum paid-up capital requirement for private companies. What remains relevant is the authorised capital stated in the Memorandum of Association, which determines the SECP incorporation fee.
Documents Required
- Name reservation application through the SECP eServices portal.
- Memorandum of Association (MoA) — sets out the company name, registered office, objects, liability, and authorised capital.
- Articles of Association (AoA) — sets out internal governance rules.
- CNIC copies of all directors, subscribers and witnesses.
- Passport copies of foreign directors or subscribers, together with any required supporting documents.
- Registered office address — with proof such as a utility bill, rent agreement, or ownership document.
- Declaration of compliance — as required by the eServices portal form.
- Digital signature — for the authorised signatory filing the application through eServices.
- Fee payment receipt — as calculated on the authorised capital.
- Stamp duty payment — as prescribed by the relevant provincial stamp law.
Step-by-Step Incorporation Procedure
- Register on SECP eServices — create an account and obtain the digital signature required for filing.
- Reserve the company name — file a name reservation application through eServices. The name is checked against existing registered names and trademarks. The reservation is valid for the period prescribed by the regulations.
- Prepare the MoA and AoA — draft these documents in line with the Companies Act, 2017 and the objects of the business.
- Complete the incorporation application — file through eServices, attaching the MoA, AoA, CNIC and passport copies, registered office proof, and the declaration of compliance.
- Pay the SECP fee — the fee is calculated on the authorised capital under the Companies (Registration Offices) Regulations, 2018, and paid through the eServices payment mechanism.
- Pay stamp duty — as prescribed by the relevant provincial stamp law.
- SECP review — the Commission examines the application for completeness and compliance. Where deficiencies exist, the applicant is notified through eServices to amend and re-submit.
- Certificate of Incorporation — once satisfied, SECP issues the Certificate of Incorporation electronically. The company comes into existence as a separate legal entity from the date stated on the certificate.
- Post-incorporation steps — obtain the NTN from FBR, register with the relevant provincial revenue authority if applicable, obtain any required sectoral licence, and begin statutory compliance (annual returns, board meetings, etc.).
Fees
SECP incorporation fees are not a flat charge. They are calculated based on the authorised capital stated in the Memorandum of Association, under the applicable SECP regulations and the fee schedule in force at the time of filing. In addition:
- Name reservation fee — prescribed by the regulations and payable at the time of reservation.
- Stamp duty — under the relevant provincial stamp law, varies by province.
- Digital signature — procured from an SECP-approved certification service provider; cost depends on the provider and the validity period.
- Professional fees — if a lawyer or chartered accountant assists with drafting, filing, or corporate secretarial work.
Do not rely on any single figure for the cost of incorporation. The SECP fee schedule should be checked at the time of filing, because the applicable fee depends on the authorised capital the applicant chooses and the regulations in force at that time.
Timelines
The eServices portal is designed to allow incorporation within a short window when the application is complete and no deficiencies are raised. In practice, name reservation, fee payment, and SECP review take time, and the process may be extended where the applicant is asked to amend the filing. Timelines depend on the completeness of the application and the responsiveness of the applicant. Any specific estimate of days should be confirmed against the current SECP processing position.
Registered Office Requirements
The company must have a registered office in Pakistan at which official correspondence can be received. Section 32 of the Companies Act, 2017 deals with the registered office. The address must be capable of receiving official notices, and a change of registered office must be notified to SECP in the prescribed manner.
Post-Incorporation Obligations
Incorporation is the beginning, not the end, of compliance. A company incorporated under the Companies Act, 2017 must:
- Maintain statutory registers and minute books.
- Hold board meetings as required and, where applicable, general meetings.
- File annual returns and financial statements with SECP in the prescribed forms and within the prescribed timelines.
- Obtain and maintain a National Tax Number from FBR.
- Register for sales tax or provincial sales tax where thresholds are met.
- Comply with sectoral licensing requirements if the business operates in a regulated sector.
- Comply with the Companies (General Provisions and Forms) Regulations and any other applicable regulations.
Failure to comply can attract penalties under the Companies Act, 2017.
Consequences of Non-Compliance
- Late or non-filing of annual returns and financial statements can result in penalties and, in persistent cases, proceedings for striking off the company from the register.
- Operating without the required sectoral licence can attract regulatory action.
- Failure to maintain statutory registers can create difficulties in any subsequent corporate action.
- Non-registration with FBR can create tax and compliance issues.
Common Mistakes
- Assuming a minimum paid-up capital is required. The Companies Act, 2017 removed the minimum paid-up capital requirement for private companies.
- Filing with a single shareholder when the company is not being set up as a Single Member Company. An ordinary private limited company requires at least two members.
- Using a proposed name that is too similar to an existing registered name or trademark.
- Choosing an unnecessarily high authorised capital, which increases the SECP fee.
- Assuming that incorporation automatically gives the company an NTN. NTN registration with FBR is a separate step.
- Assuming that the SECP Certificate of Incorporation is enough to start a regulated business. Sectoral licences may be required separately.
- Neglecting post-incorporation compliance (annual returns, board meetings, statutory registers).
- Using an address that cannot actually receive official correspondence.
Practical Checklist
- Decide on the company type (SMC-Private, Private Limited, Public Limited, etc.).
- Check name availability and reserve the name through SECP eServices.
- Draft the MoA and AoA in line with the chosen type and objects.
- Obtain CNIC and passport copies of directors and subscribers.
- Secure a registered office address with proof.
- Arrange the digital signature for the authorised signatory.
- File the incorporation application and pay the SECP fee and stamp duty.
- Collect the Certificate of Incorporation.
- Obtain the NTN from FBR.
- Register with provincial revenue authorities if applicable.
- Obtain any required sectoral licence.
- Set up statutory registers and diary the annual return deadlines.
Frequently Asked Questions
Is there a minimum paid-up capital for a private limited company in Pakistan? No. The Companies Act, 2017 removed the previous minimum paid-up capital requirement for private companies. What matters is the authorised capital stated in the Memorandum of Association, which determines the SECP incorporation fee.
How many members and directors does a private limited company need? An ordinary private limited company requires at least two members and at least one director. A Single Member Company, which is a distinct statutory type, has one member and one director.
Can a foreign national be a director or shareholder of a Pakistani company? Yes. A foreign national may be a director or shareholder, subject to CNIC or passport requirements and any sectoral approvals. Foreign investment reporting to the State Bank of Pakistan may apply.
Does the SECP issue an NTN with the Certificate of Incorporation? No. The NTN is issued separately by the Federal Board of Revenue. The SECP registration number is distinct from the NTN.
How much does company incorporation cost in Pakistan? There is no single figure. The SECP fee is calculated on the authorised capital under the Companies (Registration Offices) Regulations, 2018, and other costs include the name reservation fee, stamp duty (which varies by province), digital signature cost, and any professional fees. The current SECP fee schedule should be checked at the time of filing.
Can I change the company name after incorporation? Yes, by following the procedure under the Companies Act, 2017, including passing the required resolution and filing a name change application with SECP.
Can a company be incorporated with a virtual office address? The registered office must be capable of receiving official correspondence. Whether a virtual office meets this requirement depends on the specific arrangement; a physical address with proof is generally expected. Confirm the current SECP position before relying on a virtual address.
What is the difference between a private limited company and a Single Member Company? A Single Member Company is a distinct type under the Companies Act, 2017 with a single member. An ordinary private limited company requires at least two members. Their ongoing compliance obligations differ in some respects.
What happens after the Certificate of Incorporation is issued? The company must obtain its NTN from FBR, register with provincial revenue authorities where applicable, obtain any required sectoral licence, and begin statutory compliance, including annual returns and financial statements filed with SECP.
How long does incorporation take? The eServices portal is designed to allow incorporation within a short window when the application is complete. In practice, timelines depend on name reservation, fee payment, SECP review, and the responsiveness of the applicant. Confirm current processing times with SECP.
Can a company be incorporated by a single shareholder without using the SMC form? No. An ordinary private limited company requires at least two members. A single-shareholder structure requires incorporation as a Single Member Company.
Do I need a lawyer or chartered accountant to incorporate? Not strictly required, but professional assistance is advisable where the applicant is unfamiliar with the eServices portal, where multiple shareholders or foreign investment are involved, or where the company will need sectoral approvals.
Final Takeaway
Incorporation with SECP is a regulated process under the Companies Act, 2017 and the Companies (Incorporation) Regulations, 2017. The key points for any applicant are: no minimum paid-up capital for private companies; an ordinary private limited company needs at least two members; the SECP fee depends on authorised capital; the NTN is a separate FBR process; and incorporation is only the start of ongoing compliance obligations. Any figure for fee or timeline should be confirmed against the current SECP schedule and regulations at the time of filing.
Need Help with SECP Incorporation or Corporate Compliance?
Pak Legal Desk assists with legal research, document review, and legal consultation for founders, directors and companies dealing with SECP incorporation and post-incorporation compliance in Pakistan. If you are incorporating a company, dealing with an SECP filing, or need help with corporate secretarial and compliance obligations, you can request a legal research brief or a consultation through our platform.
Before acting on any specific fee, deadline, form or procedural requirement described in this article, readers should confirm the current position directly with the relevant official source: the Pakistan Code (pakistancode.gov.pk), the applicable provincial code site, SECP (secp.gov.pk), the Directorate General of Immigration and Passports (dgip.gov.pk), the Federal Board of Revenue (fbr.gov.pk), or the relevant provincial police or transport authority.
Official Fees and Where to Check Them
SECP incorporation fees are calculated on the authorised capital stated in the Memorandum of Association and are revised periodically through SECP notifications. The applicable fee depends on the authorised capital, the mode of filing (electronic or physical), and the type of company.
Because the amount changes with the capital structure and with SECP notifications, use the SECPu0027s own fee guide or calculator to confirm the exact fee for your proposed capital before filing.
- SECP Filing Fee Guide: secp.gov.pk/document/filing-fee-guide
- SECP eServices portal: eservices.secp.gov.pk
- SECP main portal: secp.gov.pk
Legal Information Disclaimer
This article is for general educational and informational purposes only. It is based on Pakistani law as understood at the time of writing. SECP procedures, fees, forms and regulations change periodically, and the position may differ for regulated sectors, foreign investment, and companies with unusual structures. This article does not constitute legal advice and does not create a lawyer-client relationship. No guarantee of any outcome is provided. Readers should verify the current position with SECP and obtain professional legal advice for their specific circumstances.