SECP Company Registration in Pakistan: The Complete Guide

Every year we register companies for founders who picked the wrong structure the first time — a solo founder who registered a Private Limited Company and now needs a second "member" just to keep it valid, or two co-founders who registered an SMC without realising it only allows one owner. This guide covers SECP company registration in Pakistan for every common structure — Private Limited, Single Member Company (SMC), Public Limited, LLP, and Group of Companies — in plain language, with the actual government fees, required documents, annual compliance obligations, and how to convert from one structure to another, sourced directly from SECP's official Seventh Schedule fee table and regulatory guides.

Types of Companies at a Glance

SECP recognises several distinct company structures under the Companies Act, 2017. Picking the right one from day one saves you a conversion process later.

A company limited by shares can only take one of three forms: an SMC, a Private Limited Company, or a Public Limited Company. Every subscriber can be a director, but not every director has to be a subscriber (shareholder).

Documents & Registration Process

Company incorporation with SECP is a two-step process: name reservation, then registration. Both can be done online (through SECP's eZfile portal) or offline (at a Company Registration Office).

Step 1: Name Reservation

• Search the proposed name at SECP's Company Name Search to confirm it isn't identical or deceptively similar to an existing company, and isn't on the list of prohibited/sensitive words.
• Format the name by company type: XYZ (Pvt.) Limited for a multi-member private company, XYZ (SMC-Pvt.) Limited for a single-member company, and XYZ Limited for a public company.
• A reserved name is held for 90 days. Normal response time is the next working day; Fast Track (FTRS) name reservation responds within about 4 working hours.

Step 2: Registration of the Company

Once the name is reserved, the following documents are required to register (offline submission):

• Form-1 — Declaration of compliance with the pre-requisites for incorporation
• Form-21 — Notice of the registered office address
• Form-29 (two signed copies) — Particulars of directors, chief executive, company secretary, chief accountant, auditors and legal advisers
• Form-S1 — Only for an SMC: nomination of at least one nominee director (must be a relative of the single member — spouse, father, mother, brother, sister, son or daughter)
• Four printed copies of the Memorandum and Articles of Association (offline) or one copy (online), signed by every subscriber in the presence of a witness
• Copies of CNIC or passport (for foreigners) of every subscriber, director and witness
• The name reservation letter
• Original paid fee challan, or online payment confirmation

For online incorporation, you need a digital signature (obtained through NIFT, roughly Rs 1,500 per signature), and attach four documents in PDF: Memorandum, Articles, the name reservation letter, and CNIC/passport copies. SECP's data feeds automatically integrate with FBR (for NTN issuance) and with EOBI/PESSI/SESSI, so your combined registration certificates are typically issued without a separate application to those departments.

For an LLP, the core documents are simpler: CNIC or passport copies of all partners, plus a duly executed, witnessed and notarised LLP Agreement/Deed. LLP-Form-III (the incorporation application) must be filed within 30 days of the name reservation.

SECP Registration Fees

These are SECP's official government fees under the Seventh Schedule to the Companies Act, 2017 — before any legal or professional service fees.

Name reservation and base incorporation fees were revised upward by S.R.O. 1806(I)/2024 dated 8 November 2024, with a further increase reflected in SECP's live online fee calculator as of July 2026 (the figures above match that live tool). There is no minimum authorized capital requirement in law, but the minimum registration fee is calculated as if capital were at least Rs 100,000. Registration fee is capped at Rs 40 million (online) or Rs 50 million (offline) regardless of capital size. Fees for guarantee companies, Section 42 licensing, foreign companies and conversions are per the base Seventh Schedule and may also be subject to periodic revision — we confirm the exact current figure for your filing before you pay. LLP incorporation fees follow a comparable tiered structure under the LLP Regulations, 2018.

Foreign & Non-Resident Company Registration

There are two different situations here, and it's important not to confuse them.

A. A foreign national or overseas Pakistani as a director/shareholder of a new Pakistani company

Foreigners and overseas Pakistanis (NICOP or POC holders) can be subscribers and directors of an SMC, Private Limited or Public Limited company. The registration process is the same as above, with these differences:

• Sign up on SECP's eZfile portal specifically as an "Overseas NICOP Holder" or "Foreign/POC Holder" (rather than the standard national signup).
• Attach a notarised/attested copy of the passport and a photograph.
• Submit an undertaking, certified by a notary public in the subscriber's home country and attested by a Pakistani diplomatic mission there, that the foreign director/subscriber will transfer their shares or resign if Ministry of Interior security clearance is not subsequently confirmed. (This lets SECP register the company without waiting for clearance, which otherwise takes time.)
• Submit a short biodata of the foreign subscriber/director.

If the subscriber is itself a foreign company (not an individual), additional documents are required: a Board of Directors resolution specifying the proposed shareholding and nominee director, the foreign company's certificate of incorporation, its constitutional documents (charter/MOA/AOA), an undertaking, its latest annual return showing current directors, a company profile, and biodata — all certified by a notary public in the country of origin and attested by the Pakistani diplomatic mission there (or apostilled, for Hague Convention countries).

Foreign investment/equity: Foreign investors are generally permitted to hold up to 100% equity in most sectors without prior government approval — the main exceptions requiring specific clearance are arms and ammunition, high explosives, radioactive substances, and security printing/currency/mint. To repatriate profits, the company (through an authorised dealer bank) applies to the State Bank of Pakistan for an Entitlement Certificate confirming the investment was brought in on a repatriable basis.

B. A foreign company opening a branch or liaison office (not incorporating a new Pakistani company)

If an already-incorporated foreign company wants a presence in Pakistan without forming a new Pakistani entity, it registers as a "foreign company" under Section 435 of the Companies Act, 2017:

1. Board of Investment (BOI) approval first. A No Objection Certificate/permission letter from BOI (invest.gov.pk) is mandatory before applying to SECP, for either a branch office (work tied to a specific contract, no independent trading) or a liaison office (promotion, technical advice, exploring joint ventures — also no trading).
2. Name availability — Form Fnc.Form-I, with the BOI approval copy and the foreign company's certificate of incorporation attached. Fee: Rs 200 online / Rs 500 offline.
3. Establishment application — Form Fnc.Form-II, with notarised and Pakistani-consular-attested copies of the foreign company's charter/MOA/AOA, certificate of incorporation, a Board resolution nominating a principal officer and authorised person, its latest annual return, and passport copies of directors. Fee: Rs 11,000 online / Rs 22,000 offline, plus Rs 1,000–1,500 per statutory filing thereafter.

The authorised person (who accepts legal notices on the company's behalf) must be a Pakistan resident; the principal officer does not need to be a resident but must provide a full Pakistan address — the same person can hold both roles if they are Pakistan-resident. A registered foreign company must file annual accounts covering both its Pakistan operations and its global accounts, and must renew its BOI permission on expiry.

Annual SECP Compliance

Registering the company is only step one — every company has ongoing annual filing obligations, regardless of whether it did any business that year.

Small-company relief: an SMC or private company with paid-up capital of Rs 3 million or less does not need to file a full Form A if nothing has changed since the previous return — a simple "no change" notification is enough. Larger companies, and any company with changes to report, must file the complete form. Missing these deadlines triggers escalating penalties under the Companies Act, 2017, and persistent non-compliance can eventually lead to the company being struck off the register.

Share Transfer Procedure

Shares in a private company aren't freely tradable to the public, but they can be transferred between existing members, to new members, or as part of a sale — subject to any pre-emption or right-of-first-refusal clause in the Articles of Association. Under Section 76 of the Companies Act, 2017, the process is:

1. Transferor and transferee execute a Share Transfer Deed/Instrument, stamped on provincial stamp paper (stamp duty rates vary by province — we confirm the current rate for your registered office's province before drafting).
2. The Board of Directors passes a resolution approving the transfer and authorising it to be recorded — this must be minuted.
3. The company's Register of Members is updated to reflect the new shareholder.
4. A new share certificate is issued in the transferee's name.
5. The transfer is reflected in the company's next Annual Return (Form A). If the transfer also results in a change of directorship, Form 29 must additionally be filed within 15 days.

When You Need a Board Resolution

A Board Resolution is the Board of Directors' formal, minuted decision, required whenever the Companies Act, your company's Articles of Association, or a bank/regulator requires board-level authorisation rather than just management action. Common situations that need one:

• Approving a share transfer or share allotment
• Opening, closing or changing signatories on a bank account
• Appointing or removing a director, CEO, company secretary or auditor
• Approving a loan to a director (also requires separate SECP approval — Rs 5,000 online / Rs 10,000 offline)
• Approving related-party or associated-company transactions
• Nominating a principal officer or authorised person (for a foreign company's branch/liaison office)
• Approving audited financial statements before the AGM
• Calling an Annual General Meeting or Extraordinary General Meeting

Every resolution must be recorded in the company's Minutes Book and signed by the chairperson of the meeting — keep these on file, since banks and SECP routinely ask to see the underlying resolution behind a filed form.

Converting Your Company

Outgrew your structure, or started with the wrong one? SECP allows several conversions without dissolving and re-registering the company.

SMC → Private Limited Company (adding a second member)

1. Add a second member to the company.
2. Pass a special resolution changing the company's status and alter the Articles of Association — within 30 days.
3. Transfer the relevant shares — within 7 days.
4. Appoint one or more additional directors — within 15 days of the special resolution.
5. Notify the new director(s) on Form 29 — within 14 days.
6. File the change-of-status notice (Form S2) with the registrar — within 60 days of the special resolution.

Private Limited → SMC (reducing to a single member)

1. Pass a special resolution for the change of status and alter the Articles.
2. Apply for the Commission's approval on Form S4 — within 30 days of the resolution. SECP fee: Rs 2,500 online / Rs 5,000 offline.
3. Transfer shares into the sole remaining member's name — within 15 days of the Commission's approval.
4. Notify the resulting board change on Form 29 — within 14 days of the share transfer.
5. File the certified approval order, Form S5 notice, and the Form S1 nominee-director nomination with the registrar — within 15 days.

Other conversions (SECP approval fee, per Seventh Schedule)

Group of Companies Registration

If you run multiple related businesses, SECP allows a holding company to formally register itself together with its subsidiaries as a designated "Group" under the Group Companies Registration Regulations, 2008. This is primarily done so the group can be designated for group relief and group taxation benefits from FBR under the Income Tax Ordinance, 2001 — not merely for using the word "Group" in a company name.

• A holding company is one that controls the composition of another company's board, or holds/controls more than 50% of its voting rights, alone or together with its own subsidiaries.
• An associated company is one where a member/director directly or indirectly holds 20% or more of the shares, and the companies are under common management.
• The holding company applies to SECP with details of the subsidiaries; if approved, SECP registers the Group and issues a certificate. As of the Companies Regulations, 2024, registration as a group under Regulation 138 or Regulation 140 carries a government fee of Rs 100,000 (online) or Rs 150,000 (offline), per S.R.O. 1806(I)/2024.
• Any later change in the group's composition (a subsidiary added or removed) requires a fresh application and a new certificate of change.
• Once registered, the group must comply with the Code of Corporate Governance, International Financial Reporting Standards (IFRS) as applicable in Pakistan, and must carry out transactions between group companies on an arm's-length basis.
• SECP can cancel a Group's registration if any member company fails to comply with the Regulations or a Commission directive.

Frequently Asked Questions

Hamza Khan — Partner LLB (Hons) — 10+ years of legal and corporate advisory experience at ADL Law Associates.