Memorandum of Association (Pakistan)
MEMORANDUM OF ASSOCIATION
OF
[Company Name]
A [Company Type] incorporated under the Companies Act 2017
Registered with the Securities and Exchange Commission of Pakistan (SECP)
CLAUSE I — NAME
The name of the company is:
[Company Name]
CLAUSE II — REGISTERED OFFICE
The registered office of the company will be situated in the Province / Territory of [Registered Province], Pakistan.
Registered Office Address: [Registered Office Address]
CLAUSE III — OBJECTS
The objects for which the company is established are:
A. MAIN OBJECT
[Main Object]
B. ANCILLARY OBJECTS
[Ancillary Objects]
C. GENERAL POWERS
[General Powers]
Nothing in this Clause III shall be construed as authorising the company to carry on any activity that requires a licence or permission under applicable law unless such licence or permission has been obtained.
CLAUSE IV — LIABILITY
The liability of the members is [Liability Clause].
CLAUSE V — SHARE CAPITAL
The authorised share capital of the company is [Authorised Capital], divided into [Share Count] [Share Class] of [Share Value] each.
The company shall have the power to increase or reduce its share capital and to divide the shares in the capital for the time being into several classes, subject to the Companies Act 2017 and the regulations of the Securities and Exchange Commission of Pakistan (SECP).
SUBSCRIBER DECLARATION
We, the several persons whose names, addresses, CNIC numbers, and occupations are subscribed below, are desirous of being formed into a company in accordance with this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the company set out opposite our respective names.
Subscriber 1: [Subscriber One Name], son/daughter of [Subscriber One Father], CNIC: [Subscriber One CNIC], residing at [Subscriber One Address]
Shares subscribed: [Subscriber One Shares]
Subscriber 2: [Subscriber Two Name], CNIC: [Subscriber Two CNIC], residing at [Subscriber Two Address]
Shares subscribed: [Subscriber Two Shares]
Dated at [Incorporation City], Pakistan, on [Incorporation Date].
Witness to the above signatures:
Name: ________________________________
CNIC: ________________________________
Address: ________________________________
Subscriber 1
________________
Signature
Subscriber 2
________________
Signature
Witness
________________
Signature
What Is a Memorandum of Association (Pakistan)?
A Memorandum of Association in Pakistan establishes how the company is to be constituted or managed and the rights attaching to its shares or offices.
The Companies Act 2017, which replaced the Companies Ordinance 1984, is the primary statute governing company formation and operation in Pakistan. The Companies Act 2017 is administered by the Securities and Exchange Commission of Pakistan (SECP), which was established under the Securities and Exchange Commission of Pakistan Act 1997. SECP's Company Registration Office (CRO) processes applications for company incorporation, maintains the Register of Companies, and issues Certificates of Incorporation. In 2017, SECP launched its online Company Incorporation System (CIS) on the e-services portal (companies.secp.gov.pk), enabling applicants to file the Memorandum of Association, Articles of Association, and incorporation forms electronically without physical appearance at SECP offices.
The Memorandum of Association in Pakistan must contain the following mandatory clauses under Section 28 of the Companies Act 2017: (1) the name clause — the proposed company name, which must not be identical or deceptively similar to an existing registered company name, and must not be prohibited under the Companies (General Provisions and Forms) Regulations 2018; (2) the registered office clause — the province in which the registered office of the company is situated (Punjab, Sindh, Khyber Pakhtunkhwa, Balochistan, Islamabad Capital Territory, Gilgit-Baltistan, or Azad Jammu and Kashmir); (3) the objects clause — the principal objects or business activities that the company is incorporated to carry out; (4) the liability clause — whether the liability of the members (shareholders) is limited by shares, limited by guarantee, or unlimited; and (5) the capital clause (for companies with share capital) — the authorised share capital of the company divided into shares of a specified denomination.
Under the Companies Act 2017, private limited companies (Pvt. Ltd.) are the most common corporate form in Pakistan — they must have at least two and not more than fifty members, restrict the transfer of shares, and prohibit any invitation to the public to subscribe for their shares. Single Member Companies (SMCs) — introduced by the Companies Act 2017 — are private limited companies with only one member, catering to sole entrepreneurs who want corporate limited liability. Public limited companies (Ltd.) can have unlimited members and may list their shares on the Pakistan Stock Exchange (PSX) under the Securities Act 2015 and PSX Regulations.
The objects clause of the Memorandum of Association is particularly significant because under the ultra vires doctrine, as codified in Section 26 of the Companies Act 2017, a company cannot legally perform acts that are outside the scope of its stated objects. Acts that are ultra vires the Memorandum of Association are void and unenforceable, and directors who cause the company to act ultra vires may be held personally liable. Pakistani practitioners therefore draft objects clauses broadly to encompass all present and future business activities of the company.
When Do You Need a Memorandum of Association (Pakistan)?
A Memorandum of Association in Pakistan is needed whenever a company is being incorporated with SECP — it is a mandatory document that must be filed with every new company registration application.
A Memorandum of Association is required when entrepreneurs, investors, or professionals are establishing a private limited company (Pvt. Ltd.) in Pakistan as their chosen business vehicle — providing limited liability protection for shareholders while allowing the company to enter contracts, own property, and conduct business in its own name under the Companies Act 2017.
A Memorandum of Association is needed when a foreign investor is establishing a wholly-owned subsidiary in Pakistan — the subsidiary must be incorporated as a Pakistani company under the Companies Act 2017, and a Memorandum of Association must be filed with SECP. Foreign-owned Pakistani companies also require Board of Investment (BOI) registration for investment-related facilitation and may need sector-specific licences depending on the business activity.
A Memorandum of Association is required when a Single Member Company (SMC) is being incorporated — the sole member must execute the Memorandum of Association confirming their sole membership and the company's objects, capital, and registered office, in accordance with SECP's SMC regulations under the Companies Act 2017.
A Memorandum of Association is needed when a Not-for-Profit company is being incorporated under Section 42 of the Companies Act 2017 — a company that has charitable, religious, educational, or social welfare objects and which does not distribute profits to its members. Section 42 companies must have objects clauses that conform to the non-profit purposes specified in the Act, and SECP scrutinises the objects clause carefully before granting a licence.
A Memorandum of Association needs to be amended when a company wishes to change its name, shift its registered office to a different province, add new business activities not covered by the existing objects clause, change its liability structure, or alter its authorised share capital — each of these changes requires a special resolution of the shareholders and filing of an amended Memorandum of Association with SECP under Section 33 and related provisions of the Companies Act 2017.
Parties in Pakistan should prepare a Memorandum of Association (Pakistan) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act 2017, the Securities and Exchange Commission of Pakistan (SECP) maintains the register of Pakistani companies. Section 16 of the Companies Act 2017 governs company incorporation. The Contract Act 1872 governs general contractual obligations. The Federal Board of Revenue (FBR) administers corporate tax under the Income Tax Ordinance 2001. The High Courts (Lahore, Sindh, Peshawar, Balochistan, Islamabad) have original and appellate jurisdiction. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Memorandum of Association (Pakistan)
A valid Memorandum of Association in Pakistan under the Companies Act 2017 must contain the following clauses and information as prescribed by SECP's Companies (General Provisions and Forms) Regulations 2018.
Name Clause: The full proposed company name, including the required suffix — '(Private) Limited' for private limited companies, 'Limited' for public limited companies, or '(SMC-Private) Limited' for Single Member Companies. The name must be approved by SECP through a Name Availability Search on the SECP e-services portal before incorporation — SECP will reject names that are identical or confusingly similar to existing registered names, names that contain prohibited words (such as 'Pakistan', 'National', 'Federal', 'Government', or bank and insurance-related terms without specific regulatory approval), and names that are misleading about the company's activities or status.
Registered Office Clause: The province of Pakistan where the company's registered office is situate — this establishes the territorial jurisdiction of the SECP's Company Registration Office (CRO) that will handle the company's filings. The four provinces are Punjab (CRO Lahore), Sindh (CRO Karachi), Khyber Pakhtunkhwa (CRO Peshawar), and Balochistan (CRO Quetta), with the Islamabad Capital Territory (ICT) having its own SECP CRO at the SECP Head Office.
Objects Clause: A thorough statement of the company's principal business activities and powers. Under the Companies Act 2017, the objects clause should include: (a) the main object — the primary business purpose for which the company is being incorporated; (b) ancillary objects — activities that support the main object; and (c) a general powers clause — enabling the company to do all things necessary or incidental to the attainment of the main and ancillary objects. Pakistani practitioners typically draft objects clauses in broad terms to avoid the risk of ultra vires challenges under Section 26 of the Companies Act 2017. For regulated industries — banking, insurance, securities, telecommunications, pharmaceuticals — the objects clause must specify the regulated activity, which triggers the additional licensing requirement from the relevant sector regulator (State Bank of Pakistan, Securities and Exchange Commission of Pakistan, Pakistan Telecommunication Authority, Drug Regulatory Authority of Pakistan).
Liability Clause: A statement that the liability of the members is limited to the amount (if any) unpaid on their shares — this is the standard limited liability clause for companies limited by shares, which is the most common form in Pakistan. For guarantee companies (used for non-profit entities and professional associations), the clause states that the liability of members is limited to the amount they have agreed to contribute to the assets of the company in the event of winding up.
Capital Clause: The authorised share capital of the company, stated as a total amount divided into shares of a fixed denomination — for example, 'The authorised share capital of the company is PKR 1,000,000 (One Million Pakistani Rupees) divided into 1,000,000 ordinary shares of PKR 1 each.' The authorised capital represents the maximum amount of share capital the company is authorised to issue — it is not the amount actually issued or paid up. SECP charges a filing fee for incorporation based on the authorised capital, making it important to state a realistic authorised capital rather than an arbitrarily high figure.
Subscriber Declaration: The Memorandum of Association must be signed by the subscribers (founding shareholders) in the presence of a witness, stating the number of shares each subscriber agrees to take. For a private limited company, there must be at least two subscribers (or one subscriber for an SMC). Each subscriber must state their full name, father's name, address, CNIC number, occupation, and the number of shares subscribed.
Forms-legal.com provides this Memorandum of Association (Pakistan) template as a practical framework for company incorporation documentation. SECP's online incorporation system (companies.secp.gov.pk) guides applicants through the filing process, and the SECP Help Desk (at SECP House, NIC Building, Jinnah Avenue, Islamabad) provides guidance on specific requirements. Companies with complex multi-activity objects clauses, regulated business activities, or foreign shareholders should engage a qualified Company Secretary or Corporate Advocate enrolled at a provincial Bar Council before filing.
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Frequently Asked Questions
The Memorandum of Association and the Articles of Association are both constitutional documents of a Pakistani company under the Companies Act 2017, but they serve different purposes. The Memorandum of Association is the external constitution — it defines the company's name, registered office province, objects (what the company can do), liability of members, and authorised share capital. It establishes the company's relationship with the outside world and sets the outer limits of the company's legal capacity. The Articles of Association are the internal constitution — they regulate the internal management of the company, including procedures for board meetings, shareholders' general meetings, transfer of shares, appointment and removal of directors, dividend payments, and other internal governance matters. Under Section 31 of the Companies Act 2017, the Articles of Association must not be inconsistent with the Memorandum of Association or the Companies Act 2017. Where there is a conflict between the Memorandum and the Articles, the Memorandum prevails. Both documents must be filed with SECP as part of the incorporation application. SECP provides standard model Articles of Association for private limited companies under Table A of the Companies (General Provisions and Forms) Regulations 2018 — companies may adopt these model Articles in whole or with modifications.
Company registration in Pakistan is processed through the Securities and Exchange Commission of Pakistan (SECP) using the online Company Incorporation System (CIS) accessible at companies.secp.gov.pk. The registration process involves: (1) Name reservation — search for and reserve the proposed company name through the SECP e-services portal; SECP processes name reservations within one to two working days and the reserved name is valid for 60 days. (2) Prepare incorporation documents — prepare the Memorandum of Association, Articles of Association, and Form 1 (Declaration of Compliance) and Form 29 (Particulars of First Directors). (3) Upload documents — upload the signed and scanned documents on the SECP e-services portal, along with CNIC copies of all directors and subscribers. (4) Pay SECP fees — pay the incorporation fee online based on the authorised share capital (SECP's fee schedule is available on the SECP website). (5) Certificate of Incorporation — SECP issues the Certificate of Incorporation digitally within two to five working days if documents are in order. The Certificate of Incorporation bears a unique company registration number and confirms the company's legal existence. After incorporation, the company must register with the Federal Board of Revenue (FBR) for a National Tax Number (NTN) and with the relevant provincial revenue authority for sales tax on services registration if applicable.
Yes. The Memorandum of Association of a Pakistani company can be amended after incorporation, subject to compliance with the Companies Act 2017 and SECP's approval requirements. The amendment procedure depends on which clause is being changed. For a name change — under Section 33 of the Companies Act 2017, the company must pass a special resolution (75% majority of shareholders) and apply to SECP for approval of the new name; SECP will check that the proposed new name is available and compliant before issuing an amended Certificate of Incorporation. For a change of registered office province — a special resolution is required, along with SECP approval and compliance with provincial transfer requirements. For amendment of the objects clause — a special resolution is required, and for certain significant changes (such as a complete change of business), SECP may require additional disclosures. For increase of authorised share capital — an ordinary resolution (simple majority) of shareholders and a filing fee based on the increased capital. For a reduction of share capital — court approval from the High Court of the relevant province is required under Section 84 of the Companies Act 2017. All amendments must be filed with SECP within the prescribed timelines under the Companies (General Provisions and Forms) Regulations 2018, and the amended Memorandum must be filed at the relevant SECP Company Registration Office.
Under the Companies Act 2017, there is no minimum authorised share capital requirement for a private limited company in Pakistan — the authorised capital can be as low as PKR 100,000 (one hundred thousand rupees) divided into 100,000 shares of PKR 1 each, which is the most common minimum capital structure used for small businesses. The actual paid-up capital (the amount actually contributed by shareholders) can also be minimal at incorporation, with the balance of the authorised capital being issued later as needed. However, certain regulated sectors impose minimum capital requirements by their sector-specific regulations: banks require minimum paid-up capital of PKR 10 billion under the State Bank of Pakistan's Minimum Capital Requirement regulations; insurance companies require minimum paid-up capital of PKR 500 million under the Insurance Ordinance 2000; securities brokers require minimum capital as prescribed by SECP under the Securities Brokers (Licensing and Operations) Regulations 2016. For general trading, services, manufacturing, and technology companies — the most common types of private limited companies in Pakistan — there is no regulatory minimum capital, and companies routinely incorporate with PKR 100,000 authorised capital. SECP's incorporation fees scale with the authorised capital — keeping the initial authorised capital modest reduces incorporation costs.
The objects clause in a Pakistani company's Memorandum of Association defines the scope of the company's legally permitted business activities. Under Section 26 of the Companies Act 2017, any act by the company that is outside the scope of the objects clause is ultra vires (beyond the company's legal powers) and is void — third parties dealing with the company are protected from the ultra vires doctrine where they acted in good faith without knowledge of the limitation, but the directors may be held personally liable for ultra vires acts. Pakistani corporate practitioners therefore draft objects clauses broadly to encompass all present and reasonably foreseeable future business activities. A typical objects clause for a general trading company will include: the main object (e.g., 'to carry on the business of import, export, and trading in goods of all kinds'); ancillary objects supporting the main object; a general commercial powers clause authorising the company to buy, sell, lease, mortgage, and deal in property; a borrowing and lending powers clause; a guarantee and security clause; and a catch-all clause authorising the company to do all things incidental or conducive to the attainment of the above objects. For technology companies, the objects clause should include software development, IT services, cloud computing, data processing, and related activities. The SECP's Company Registration Office reviews objects clauses and may query or reject clauses that are inconsistent with the Companies Act 2017 or that describe regulated activities without appropriate licensing.
The Companies Act 2017 sets out minimum director requirements depending on the type of company. A private limited company (Pvt. Ltd.) must have a minimum of two directors under Section 154 of the Companies Act 2017. A Single Member Company (SMC-Pvt. Ltd.) requires only one director — the sole member may act as the sole director. A public limited company (Ltd.) must have a minimum of three directors under Section 154. For listed public companies on the Pakistan Stock Exchange (PSX), the Listed Companies (Code of Corporate Governance) Regulations 2019 require that at least one-third of the board be independent directors (directors who are not executives, major shareholders, or family members of major shareholders), with a minimum of one female director. Directors of Pakistani companies must be natural persons (not corporate entities) and must not be an undischarged insolvent, convicted of fraud or breach of trust, or otherwise disqualified under Section 153 of the Companies Act 2017. Foreign nationals can be directors of Pakistani companies, subject to obtaining a valid National Identity Card for Overseas Pakistanis (NICOP) from NADRA or a Form B work permit. All directors must be listed in Form 29 (Particulars of Directors) filed with SECP at the time of incorporation and whenever there is a change in the board composition.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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