Setting Up a Company in Pakistan from the UK: Step-by-Step Guide

Quick Answer

A UK-based entrepreneur can incorporate a Pakistani private limited company remotely through the Securities and Exchange Commission of Pakistan (SECP). The process is now fully digital. You register as a foreign user on the SECP eZfile portal, reserve the company name, submit the incorporation documents electronically, and pay the prescribed fee. There is no legal requirement for a Pakistani resident director. Foreign nationals may serve as directors and shareholders using their passports. The Companies Act, 2017 governs the process, not the repealed Companies Ordinance, 1984. A National Tax Number (NTN) is issued automatically through the SECP–FBR system integration upon incorporation.

What the Law Says

Company formation in Pakistan is governed by the Companies Act, 2017. This Act replaced the Companies Ordinance, 1984, which has been repealed. All incorporations, filings, and post-incorporation compliance requirements now operate under the 2017 Act and the Companies (Incorporation) Regulations, 2017 (as amended), together with the consolidated Companies Regulations, 2024.

The SECP is the statutory regulator empowered to register companies, issue certificates of incorporation, and maintain the corporate register. Name reservation is processed under section 10 of the Companies Act, 2017, read with regulations 3 and 4 of the Companies (Incorporation) Regulations, 2017.

Important clarification on capital requirements: There is no blanket statutory minimum paid-up capital of Rs 100,000 for every ordinary private limited company under the Companies Act, 2017. The Rs 100,000 figure that commonly appears in guides refers to the authorised capital threshold that attracts the lowest SECP filing fee tier. A company may be registered with a lower authorised capital, but the filing fee structure is designed around this threshold. Certain regulated sectors, such as banking and financial services, impose their own minimum capital requirements under separate legislation.

Who This Applies To

This guide applies to:

• UK-based entrepreneurs who wish to incorporate a private limited company in Pakistan.

• Foreign nationals (including UK citizens) who will act as subscribers, directors, or shareholders.

• UK companies seeking to establish a wholly-owned subsidiary in Pakistan.

What is not required: The Companies Act, 2017 does not mandate that a director be a Pakistani resident or citizen. A private limited company must have a minimum of two directors under section 154 of the Act, but both may be foreign nationals residing outside Pakistan. Practical considerations, such as opening a corporate bank account and managing local operational matters, may make it advisable to appoint a local representative, but this is a commercial recommendation, not a statutory requirement.

Practical Procedure

The incorporation process is conducted through the SECP’s eZfile portal (https://leap.secp.gov.pk). The following steps reflect the verified current procedure.

Step 1 — User Registration

Foreign nationals must create a user account on the SECP eZfile portal by selecting “Sign up for Foreign/POC Holders”. You will need:

• A valid passport (notarised or attested copy).

• A recent passport-size photograph.

• A valid email address and mobile number.

Upon successful registration, a 4-digit PIN is sent to your email address. This PIN is used to electronically sign incorporation forms. Each subscriber and director must create a separate user ID and PIN.

Step 2 — Reserve the Company Name

Submit an application for name reservation through the eZfile portal. You may propose up to three names in order of priority. The Registrar will approve one name if it satisfies the criteria in section 10 of the Companies Act, 2017. The online name reservation fee is Rs 200 (offline: Rs 500). The approved name is reserved for 60 days from the date of approval.

Step 3 — Prepare Incorporation Documents

The following documents must be prepared:

• Memorandum of Association (MoA): Must state the company’s principal line of business and objects.

• Articles of Association (AoA): Governs internal management. SECP provides model articles that may be adopted.

• Form 1 (Declaration of Compliance): A declaration confirming compliance with the requirements of the Companies Act, 2017.

• Form 21 (Notice of Registered Office): Must be filed within 30 days of incorporation if the registered office address is not provided at the time of incorporation.

• Form 29 (Particulars of Directors and Officers): Details of the first directors, chief executive, and company secretary (where applicable).

• Foreign director undertaking: A standard-format undertaking in which the foreign director declares that if security clearance is denied by the Ministry of Interior, they will take steps to be replaced and transfer their shares accordingly.

Step 4 — Submit Incorporation Application

Submit the completed application, MoA, AoA, and supporting documents through the eZfile portal. The application must be digitally signed by all subscribers using their individual PINs. The Registrar will examine the documents and, if satisfied, register the company and issue the Certificate of Incorporation.

Step 5 — Obtain NTN (National Tax Number)

Through the One Window Facility, the SECP and the Federal Board of Revenue (FBR) have integrated their systems. Data collected by SECP during incorporation is forwarded to FBR, and the company’s NTN is issued automatically to the company’s registered email address. The company must still complete its profile on the FBR IRIS portal (iris.fbr.gov.pk) by providing details of directors, shareholders, and the principal officer.

Step 6 — Post-Incorporation Compliance

• Appointment of first chief executive: Must be appointed within 15 days of incorporation.

• Registered office intimation: Form 21 must be filed within 30 days if not provided at incorporation.

• Statutory registers: Must be maintained at the registered office in Pakistan.

• First annual general meeting: Must be held within 18 months of incorporation.

• Annual return: Filed annually with SECP.

Documents Required for Foreign Subscribers and Directors

For a foreign individual acting as subscriber, director, or chief executive:

For a foreign company acting as subscriber, additional documents include:

• Certificate of incorporation or business licence of the foreign company.

• Board resolution specifying proposed shareholding and nominee director.

• Copy of the statute/charter/memorandum and articles of the foreign company.

• Undertaking by the foreign company and the nominee director.

Documents executed outside Pakistan must be certified by a public officer or notary public of the country of origin and signed by a Pakistani diplomat posted in that country, or apostilled by the designated competent authority of a state that has acceded to the Hague Apostille Convention.

Fees

The following fees are verified from the SECP’s Seventh Schedule to the Companies Act, 2017 (effective from 21 April 2025) and the SECP Filing Fee Guide.

Fees verified as at 28 September 2026. The Seventh Schedule provides for a 10% increase after one year from the notification date (21 April 2025). Always verify the current fee on the SECP website before making payment.

Deadlines

Penalties and Consequences

Failure to file statutory returns and forms within the prescribed timelines attracts late filing fees as prescribed in the Seventh Schedule. These are additional fees calculated as multiples of the normal filing fee, and can escalate substantially for prolonged delays. The SECP maintains an active compliance monitoring system. Persistent non-compliance may result in the company being placed on the inactive companies list under section 424 of the Companies Act, 2017, and may ultimately lead to strike-off proceedings.

Common Mistakes to Avoid

Assuming a Pakistani resident director is required. This is incorrect. The Companies Act, 2017 imposes no such requirement. Both directors of a private limited company may be foreign nationals.

Relying on the Companies Ordinance, 1984. This Ordinance has been repealed. All references in older guides to sections 305, 309, 314, or any other provision of the 1984 Ordinance are outdated and should not be used for current incorporation or compliance purposes.

Incomplete foreign director documentation. The undertaking from a foreign director must be executed in the prescribed format, and documents executed outside Pakistan must be properly attested or apostilled. Incomplete documentation is the most common cause of processing delays.

Confusing authorised capital with paid-up capital. The SECP filing fee is calculated on authorised capital, not paid-up capital. A company may have a low paid-up capital but a higher authorised capital, which will increase the registration fee.

Failing to complete the FBR IRIS profile. Although the NTN is issued automatically, the company profile on the IRIS portal must still be completed. Failure to do so can result in the company not appearing on the Active Taxpayer List (ATL), which has adverse consequences for tax compliance and business transactions.

Neglecting post-incorporation filings. The appointment of the first chief executive, registered office intimation, and first annual general meeting are all subject to statutory deadlines. Missing these deadlines triggers additional fees.

Practical Compliance Checklist

• Create a foreign user account on SECP eZfile portal.
• Obtain PIN for each subscriber and director.
• Reserve company name (fee: Rs 200 online).
• Draft or adopt Memorandum and Articles of Association.
• Prepare Form 1 (Declaration of Compliance).
• Execute foreign director undertaking in the prescribed format.
• Obtain attested/apostilled copies of passports and address proofs.
• Submit incorporation application through eZfile.
• Pay incorporation fee based on authorised capital.
• Receive Certificate of Incorporation.
• Confirm NTN receipt via email (automatic through SECP–FBR integration).
• Complete company profile on FBR IRIS portal.
• Appoint first chief executive within 15 days.
• File Form 21 (registered office) within 30 days if not provided at incorporation.
• Maintain statutory registers at registered office.
• Hold first annual general meeting within 18 months.
• File annual return with SECP.

Frequently Asked Questions

Can a UK citizen be the sole director and shareholder of a Pakistani private limited company?

A single member company (SMC) can be registered with one member and one director under the Companies Act, 2017. However, a standard private limited company requires a minimum of two directors. A UK citizen may serve as a director and shareholder. There is no requirement for a Pakistani resident director. For an SMC, the sole member must nominate a nominee director who is a Pakistani resident or a foreign national holding a valid NICOP.

Do I need to travel to Pakistan to incorporate the company?

No. The entire incorporation process is conducted online through the SECP eZfile portal. User registration, name reservation, submission of documents, and payment of fees are all completed electronically. You will receive the Certificate of Incorporation by email.

What is the minimum paid-up capital required?

There is no blanket statutory minimum paid-up capital for an ordinary private limited company under the Companies Act, 2017. The Rs 100,000 figure commonly cited is the authorised capital threshold that attracts the lowest SECP filing fee tier. Companies in regulated sectors may be subject to separate minimum capital requirements imposed by their respective regulators.

How long does incorporation take?

The SECP has stated that subject to complete documentation, incorporation can be completed within four hours under the Fast Track Registration Services (FTRS). Through the standard online process, a clean application is typically processed within 3 to 7 working days.

Do foreign directors need security clearance?

Yes. The appointment of foreign directors is subject to clearance by the relevant authorities. Under the current SECP framework, applicants submit a self-declaration undertaking instead of obtaining prior security clearance before applying. If security clearance is subsequently denied, the foreign director must be replaced accordingly.

Is a company secretary required?

A company secretary is mandatory for public companies under section 194 of the Companies Act, 2017. For a private limited company, the appointment of a company secretary is not mandatory unless the company meets specific thresholds. The SECP’s post-incorporation requirements note that a company secretary is appointed “where applicable”.

What is the annual compliance cost?

Annual return filing fees range from approximately Rs 200 to Rs 1,331 or more, depending on the company’s paid-up capital and the mode of filing. Additionally, companies must appoint an auditor and may incur professional fees for accounting and compliance services. The exact cost varies by firm and complexity.

Can I convert my UK limited company into a Pakistani company?

Direct conversion of a UK limited company into a Pakistani company is not provided for under the Companies Act, 2017. You must incorporate a new Pakistani entity and transfer assets or shares through a share purchase or asset transfer agreement.

What is the One Window Facility?

The One Window Facility is a back-end integration between the SECP and FBR systems. When a company is incorporated through the SECP portal, the data is automatically forwarded to FBR, and the National Tax Number (NTN) is issued to the company’s email address without a separate application to FBR.

Do I need a physical office in Pakistan?

A registered office address in Pakistan is mandatory. The address must be provided to SECP (either at incorporation or via Form 21 within 30 days). Many service providers offer virtual office facilities that satisfy SECP requirements.

What happens if I miss a filing deadline?

Late filing fees are prescribed in the Seventh Schedule and are calculated as multiples of the normal filing fee. The additional fee can range from 1x to 4x the normal fee depending on the duration of delay. Persistent non-compliance may result in the company being placed on the inactive companies list.

Final Takeaway

Setting up a company in Pakistan from the UK is a digital, remote process governed by the Companies Act, 2017. The key requirements are: registration as a foreign user on the SECP eZfile portal, reservation of a company name (Rs 200 online), preparation of incorporation documents including the foreign director undertaking, payment of the incorporation fee based on authorised capital, and completion of the FBR IRIS profile after the automatic issuance of the NTN. There is no Pakistani resident director requirement. The process can be completed within days if documentation is complete. Post-incorporation compliance, including annual returns and statutory filings, must be maintained on an ongoing basis.

Pak Legal Desk CTA

If you are a UK-based entrepreneur planning to incorporate a company in Pakistan, Pak Legal Desk can assist with SECP compliance, document preparation, and post-incorporation filings. For a personalised consultation or to book an appointment with a licensed Pakistani advocate, contact Pak Legal Desk.

References

Companies Act, 2017 (Pak.).

Companies (Incorporation) Regulations, 2017 (Pak.).

Companies Regulations, 2024 (Pak.).

Securities and Exchange Commission of Pakistan. (2025). Seventh Schedule: Table of Fees to be Paid to the Registrar and the Commission. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. Stepwise Procedure for Company Incorporation. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. FAQs on Name Reservation. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. Post-Incorporation Requirements. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. Standard Format of Undertaking from Foreign Individual as a Subscriber and Director/CEO. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. Additional Documents Required for Company Incorporation. https://www.secp.gov.pk

Securities and Exchange Commission of Pakistan. One Window Facility for Company Incorporation and NTN Registration. https://www.secp.gov.pk

Federal Board of Revenue. IRIS Taxpayer Registration. https://iris.fbr.gov.pk

Legal Information Disclaimer

This article is provided for educational and informational purposes only and does not constitute legal advice. The information is based on the Companies Act, 2017, the Companies (Incorporation) Regulations, 2017, the Companies Regulations, 2024, and official SECP and FBR guidance current as at 28 September 2026. Laws, regulations, fees, and procedures are subject to change. Readers should consult a licensed Pakistani advocate or qualified corporate legal professional for advice specific to their circumstances. Nothing in this article creates a lawyer-client relationship. Pak Legal Desk accepts no liability for any loss arising from reliance on the information contained herein.