Private Limited Company Incorporation (Pakistan)
MEMORANDUM AND ARTICLES OF ASSOCIATION
[Company Name]
Incorporated under the Companies Act 2017 (Act No. XIX of 2017) | SECP, Pakistan
Target Incorporation Date: [Incorporation Date]
Company Type: [Company Type]
Registered Province / Territory: [Registered Province]
PART I — MEMORANDUM OF ASSOCIATION
1. Name Clause
The name of the Company is: [Company Name]
2. Registered Office Clause
The Registered Office of the Company will be situated in the Province of [Registered Province], Pakistan.
Registered Office Address: [Registered Office Address]
3. Objects Clause
The objects for which the Company is established are:
[Business Objects]
4. Liability Clause
The liability of the members of the Company is limited by shares under Section 14 of the Companies Act 2017. Each member's liability is limited to the amount unpaid, if any, on the shares held by them.
5. Capital Clause
Authorised Share Capital: [Authorised Capital]
Paid-Up Capital: [Paid Up Capital]
Nominal Value Per Share: [Share Nominal Value]
6. SUBSCRIBERS
We, the persons whose names, CNICs, and addresses are subscribed below, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
Subscriber 1:
Name: [Subscriber One Name]
CNIC / Passport: [Subscriber One CNIC]
Nationality: [Subscriber One Nationality]
Shares Subscribed: [Subscriber One Shares]
Subscriber 2:
Name: [Subscriber Two Name]
CNIC / Passport: [Subscriber Two CNIC]
Nationality: [Subscriber Two Nationality]
Shares Subscribed: [Subscriber Two Shares]
PART II — ARTICLES OF ASSOCIATION (KEY PROVISIONS)
Private Company Restrictions (Section 2(1)(47), Companies Act 2017):
7. The right to transfer shares is restricted — no share shall be transferred without the prior written approval of the Board of Directors.
8. The number of members is limited to fifty (50), excluding employees who are members.
9. Any invitation to the public to subscribe for shares or debentures of the Company is prohibited.
Directors and CEO:
Director 1: [Director One Name] — CNIC: [Director One CNIC]
Director 2: [Director Two Name] — CNIC: [Director Two CNIC]
Chief Executive Officer (CEO): [CEO Name] — CNIC: [CEO CNIC]
SECP FILING AND POST-INCORPORATION STEPS
SECP Incorporation Fee: [SECP Fee Amount]
Proposed Auditor: [Auditor Name]
Post-Incorporation Checklist:
10. Obtain National Tax Number (NTN) from FBR through the IRIS portal (iris.fbr.gov.pk) within 30 days of incorporation.
11. Open company bank account with a scheduled bank regulated by the State Bank of Pakistan (SBP).
12. File Form 29 (Particulars of Directors, CEO) with SECP within 30 days of incorporation.
13. Register for Sales Tax with FBR if annual turnover exceeds PKR 10 million.
14. Hold the first Annual General Meeting (AGM) within 18 months of incorporation under Section 132 of the Companies Act 2017.
15. File Annual Return (Form A) with SECP within 30 days of each AGM.
DECLARATION OF COMPLIANCE (FORM 1)
I, the undersigned, being the first director / subscriber of [Company Name], do hereby solemnly declare that all requirements of the Companies Act 2017 and the Companies (General Provisions and Forms) Regulations 2018 in respect of matters precedent to the registration of this Company have been complied with.
Subscriber 1 / Founding Director
________________
Signature
Subscriber 2 / Director
________________
Signature
Witness
________________
Signature
What Is a Private Limited Company Incorporation (Pakistan)?
A Private Limited Company Incorporation in Pakistan records the corporate arrangement it concerns, defining the parties' rights and the procedures the company must follow.
The Companies Act 2017 is the principal statute governing the formation, registration, management, and winding up of companies in Pakistan. Section 2(1)(47) of the Companies Act 2017 defines a 'private company' as a company that by its articles of association restricts the right to transfer its shares, limits the number of its members to fifty (excluding employee members), and prohibits any invitation to the public to subscribe for its shares or debentures. These three restrictions distinguish a private limited company from a public limited company and exempt it from many of the more onerous disclosure and regulatory requirements applicable to public companies under the Companies Act 2017.
Section 14 of the Companies Act 2017 provides that a company may be incorporated as a company limited by shares, a company limited by guarantee, or an unlimited company. The overwhelming majority of private companies in Pakistan are incorporated as companies limited by shares — meaning the liability of each member is limited to the amount unpaid on their shares. Section 17 of the Companies Act 2017 requires every company to have a Memorandum of Association (MOA) and Articles of Association (AOA) as its constitutional documents, which must be filed with SECP at the time of incorporation.
The Companies (General Provisions and Forms) Regulations 2018 (SECP SRO 1116(I)/2018) prescribe the prescribed forms, filing requirements, and procedures for incorporation under the Companies Act 2017. The Regulations require the submission of Form 1 (Declaration of Compliance), Form 29 (Particulars of Directors, Chief Executive, and other officers), and the standard forms of Memorandum and Articles of Association as prescribed under the Companies Act 2017.
The National Tax Number (NTN) obtained from the Federal Board of Revenue (FBR) through the IRIS portal is required immediately after incorporation for all companies subject to corporate income tax under the Income Tax Ordinance 2001. Companies with an annual turnover exceeding PKR 10 million (the Sales Tax registration threshold) must also register for Sales Tax with FBR under the Sales Tax Act 1990. Companies in regulated sectors — banking (State Bank of Pakistan), insurance (Securities and Exchange Commission of Pakistan's Insurance Division), and non-bank financial services — require sector-specific licences in addition to SECP incorporation.
The SECP's Single Member Company (SMC) facility, introduced under Section 68 of the Companies Act 2017, allows a single individual to incorporate a company limited by shares without the traditional minimum of two subscribers. SMCs are increasingly popular for small businesses, freelancers, and sole proprietors seeking the benefits of corporate limited liability and formal recognition for government contracting and international business purposes.
When Do You Need a Private Limited Company Incorporation (Pakistan)?
Private Limited Company Incorporation in Pakistan is needed when a business owner, entrepreneur, or group of investors wishes to establish a formal corporate entity with limited liability, separate legal personality, and the ability to enter contracts, own property, and sue or be sued in its own name under the Companies Act 2017.
Private company incorporation is required when a business owner wishes to limit their personal liability for business debts and obligations — the defining advantage of the limited company structure. Unlike a sole proprietor or partnership where personal assets are at risk for business debts, a shareholder's liability in a private limited company is limited to the amount unpaid on their shares under Section 14 of the Companies Act 2017.
Private company incorporation is needed when a business seeks to enter into contracts with government departments, large corporations, or international clients that require dealing with a registered legal entity rather than an individual or partnership. The SECP-incorporated private limited company with an NTN number, Sales Tax registration (if applicable), and a company bank account is the standard structure for formal business in Pakistan.
Private company incorporation is required when investors wish to structure their equity participation in a business through shareholding, with the ability to transfer shares, admit new investors, and issue further shares in the future under the Companies Act 2017 — features not available in a sole proprietorship or unregistered partnership.
Private company incorporation is needed for technology startups, software houses, and IT service companies in Pakistan wishing to register with the Pakistan Software Export Board (PSEB) under the Software Export Board Act 1990, attract foreign investment, or participate in SECP's Regulatory Sandbox for fintech and insurtech innovations.
Private company incorporation is required when a business wishes to apply for contracts with the Public Procurement Regulatory Authority (PPRA) under the Public Procurement Rules 2004, or with provincial procurement authorities in Punjab, Sindh, KP, and Balochistan — most government tenders require bidders to be registered companies rather than individuals or partnerships.
Private company incorporation is needed when a non-resident Pakistani or foreign investor wishes to establish a business presence in Pakistan. Foreign-owned companies may be incorporated under the Companies Act 2017 subject to the Board of Investment (BOI) Policy for Foreign Direct Investment — most sectors are open to 100% foreign ownership, with some sectors requiring SECP or BOI approval for foreign shareholding beyond specified thresholds.
What to Include in Your Private Limited Company Incorporation (Pakistan)
The Private Limited Company Incorporation process in Pakistan under the Companies Act 2017 and the Companies (General Provisions and Forms) Regulations 2018 involves the following essential steps and documents.
Name Availability Check and Reservation: Before filing incorporation documents, the proposed company name must be checked for availability through SECP's Company Name Search facility on the eservices.secp.gov.pk portal. Under Section 10 of the Companies Act 2017, a company name must not be identical to an existing company name, must not be undesirable (prohibited words include names suggesting government connection without approval), and must not infringe a registered trade mark under the Trade Marks Ordinance 2001. A name reservation application may be filed online and is typically processed within one working day.
Memorandum of Association (MOA): The MOA is the company's constitutional document defining its relationship with the outside world. Under Section 17 of the Companies Act 2017, the MOA must state: the company's name, its registered province (Punjab, Sindh, KP, Balochistan, or Islamabad Capital Territory), the objects clause describing the business activities the company is authorised to carry out, the share capital (authorised capital), and the liability of members (limited by shares). The objects clause must be drafted sufficiently broadly to cover all intended business activities while remaining lawful and specific enough to satisfy SECP.
Articles of Association (AOA): The AOA governs the company's internal management — the rights and obligations of shareholders, the powers of directors, the procedure for board meetings and general meetings, share transfer restrictions (essential for a private company under Section 2(1)(47) of the Companies Act 2017), dividend distribution, and the appointment and removal of the Chief Executive Officer (CEO) and directors. SECP provides standard model AOA under the Companies Act 2017 that private companies may adopt wholesale or adapt.
Subscribers and Shareholders: A private limited company requires a minimum of one subscriber (for a Single Member Company under Section 68 of the Companies Act 2017) or two subscribers for a standard private company. Each subscriber's full name, CNIC number, nationality, address, and the number and value of shares subscribed must be stated in the MOA. Minimum paid-up capital is currently PKR 100,000 for a standard private limited company, though sector-specific minimum capital requirements apply — for example, SECP requires higher minimum capital for non-bank financial companies (NBFCs), insurance companies, and investment companies.
Directors and Chief Executive Officer: A private limited company must have at least one director (for an SMC) or two directors for a standard private company under Section 154 of the Companies Act 2017. Directors must be natural persons, at least 18 years of age, of sound mind, not undischarged bankrupts, and not disqualified from directorship under Section 153 of the Companies Act 2017. Form 29 (Particulars of Directors, Chief Executive, and other officers) must be filed with SECP within 30 days of incorporation. The Chief Executive Officer (CEO) is the principal executive officer of the company — distinct from the chairperson of the board — and must be appointed within 90 days of incorporation under Section 188 of the Companies Act 2017.
Registered Office: Every company must have a registered office address in Pakistan to which SECP notices and legal documents are delivered. The registered office address must be stated in the incorporation documents and filed with SECP. A company may use the address of its legal advisor, chartered accountant, or a registered agent as its registered office.
SECP Filing and Fee: Incorporation documents are filed through SECP's online CRS portal. SECP charges an incorporation fee based on the authorised share capital — the fee schedule is available on SECP's website and is updated periodically. Payments are made online through SECP's payment gateway. Upon successful processing, SECP issues a Certificate of Incorporation — the definitive proof of the company's legal existence under Section 25 of the Companies Act 2017.
Post-Incorporation Filings: After incorporation, the company must: obtain an NTN from FBR through the IRIS portal; open a company bank account with a scheduled bank regulated by the State Bank of Pakistan (SBP); register for Sales Tax with FBR if applicable; file Form A (Annual Return) with SECP within 30 days of the annual general meeting; hold the first AGM within 18 months of incorporation under Section 132 of the Companies Act 2017; and comply with SECP's continuous disclosure and filing obligations.
Forms-legal.com provides this Private Limited Company Incorporation (Pakistan) template as a practical guide to company formation under the Companies Act 2017. Entrepreneurs incorporating companies in regulated sectors, companies with foreign shareholders, or companies seeking BOI incentives should engage a qualified Company Secretary and a Chartered Accountant registered with the Institute of Chartered Accountants of Pakistan (ICAP) and a legal advisor enrolled at a provincial Bar Council for professional assistance with the incorporation process.
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}Frequently Asked Questions
The incorporation of a private limited company in Pakistan through SECP's online Company Registration System (CRS) at eservices.secp.gov.pk typically takes one to three working days for a standard incorporation where all documents are correctly prepared and the company name is available. SECP's CRS portal allows real-time submission of the Memorandum of Association, Articles of Association, Form 29 (Directors' particulars), Declaration of Compliance (Form 1), and payment of the incorporation fee. Once SECP's Company Registration Office processes and approves the application, the Certificate of Incorporation is issued digitally and can be downloaded immediately. The total timeline from starting the name search to receiving the Certificate of Incorporation can be as short as two to four business days if the incorporators prepare all documents in advance. Additional time may be required if: the proposed company name requires modification after SECP's review; the objects clause requires clarification; or the incorporation is for a regulated sector requiring pre-approval from another authority (for example, a microfinance company requires SBP approval in addition to SECP registration). After incorporation, post-registration steps — NTN from FBR, bank account opening, and Sales Tax registration — typically add another five to ten business days.
The minimum paid-up capital requirement for incorporating a standard private limited company in Pakistan under the Companies Act 2017 is PKR 100,000 (one hundred thousand rupees), though this figure must be distinguished from the authorised share capital. The authorised share capital (stated in the Memorandum of Association) is the maximum amount of share capital the company is authorised to issue — there is no minimum authorised capital requirement under the Companies Act 2017 for general private companies, though a nominal authorised capital of PKR 100,000 is common at incorporation. The paid-up capital — the amount actually paid by the subscribers for their shares — must be at least PKR 100,000. SECP's incorporation fee is calculated on the authorised capital: the fee for up to PKR 100,000 authorised capital is PKR 1,500; for PKR 100,001 to PKR 5,000,000 it is PKR 3,500; and higher amounts attract higher SECP fees. Sector-specific higher minimum capital requirements apply for: Non-Bank Financial Companies (NBFCs) — minimum PKR 200 million (SBP/SECP regulated); Microfinance banks — minimum PKR 500 million; Insurance companies — minimum PKR 500 million (life), PKR 300 million (general); and Private equity funds — minimum PKR 500 million. The Board of Investment (BOI) may impose minimum investment thresholds for foreign direct investment in certain sectors under the BOI Policy.
Yes, foreign nationals and foreign companies can incorporate a private limited company in Pakistan under the Companies Act 2017, subject to the Board of Investment (BOI) Policy for Foreign Direct Investment and sector-specific regulations. Pakistan's BOI Policy generally allows 100% foreign equity ownership in most sectors — manufacturing, information technology, services, tourism, and agriculture — without requiring a Pakistani co-shareholder. Sectors with restrictions on foreign ownership include defence manufacturing (government approval required), media and broadcasting (PEMRA regulations limit foreign shareholding), banking (SBP approval required for foreign bank establishment), and certain strategic industries. Foreign shareholders must comply with the Foreign Exchange Regulations Act 1947 and the State Bank of Pakistan's (SBP) foreign exchange circulars governing the inflow of foreign investment capital — foreign equity investment must be brought into Pakistan through a scheduled bank and reported to SBP. Foreign directors of Pakistani companies must have a valid Pakistani visa permitting them to work and must provide SECP with their passport details in addition to CNIC (if they hold a NICOP). Foreign-owned companies in Pakistan are subject to all SECP filing obligations, corporate income tax under the Income Tax Ordinance 2001, and must comply with the same Companies Act 2017 requirements as locally owned companies. The BOI's online Investment Portal at boi.com.pk provides guidance on sector-specific FDI policies and incentives.
A Single Member Company (SMC) in Pakistan is a private limited company incorporated with only one member (shareholder) under Section 68 of the Companies Act 2017 and the Single Member Companies Rules 2003 issued by SECP. Prior to the introduction of the SMC framework, Pakistani company law required at least two subscribers for a private limited company, making it impractical for sole proprietors to enjoy the benefits of limited liability through a company structure. An SMC allows a single individual to be both the sole shareholder and the sole director (as the CEO-director) of a company with all the attributes of a private limited company — separate legal personality, limited liability, and the ability to enter contracts in the company's own name. The SMC is required to clearly state 'SMC' in its name (e.g., 'ABC SMC (Private) Limited'). SECP requires the sole member of an SMC to nominate a natural person as a nominee member — this nominee automatically becomes the member of the company if the sole member dies or becomes incapacitated, ensuring the company's continuity rather than dissolution. The SMC must comply with the Companies Act 2017 filing obligations — including annual return filing, financial statement preparation, and appointment of an auditor — subject to some modifications for SMCs with turnover below the threshold for statutory audit. SMCs are popular among IT freelancers, consultants, and small business owners in Pakistan seeking formal corporate status for government contracts and overseas client invoicing.
A private limited company incorporated under the Companies Act 2017 in Pakistan is subject to annual compliance obligations that must be fulfilled to avoid SECP penalties and maintain the company's good standing. Key annual obligations include: (1) Annual General Meeting (AGM) — Section 132 of the Companies Act 2017 requires every company to hold an AGM within four months of its financial year end (or within 18 months of incorporation for the first AGM), at which the annual financial statements and auditor's report are presented to members, and the auditor for the next year is appointed. (2) Annual Return (Form A) — Section 124 of the Companies Act 2017 requires filing of Form A with SECP within 30 days of the AGM, containing the updated list of shareholders, directors, and company details. (3) Financial Statements — Companies with turnover above PKR 25 million (or as updated by SECP) must file audited financial statements with SECP within 30 days of the AGM; smaller companies may file unaudited accounts. (4) Income Tax Return — the company must file an annual corporate income tax return with FBR through the IRIS portal within the prescribed deadline (typically December or December extension for June 30 financial year end). (5) Withholding Tax Statements — monthly withholding tax statements (salary, contractor payments, etc.) must be filed with FBR. (6) Sales Tax Return — monthly Sales Tax returns must be filed if the company is registered for Sales Tax.
Adding or removing a director of a private limited company in Pakistan is governed by the Companies Act 2017 and the company's own Articles of Association (AOA). To appoint a new director, the board of directors passes a board resolution appointing the new director (for a casual vacancy) under Section 165 of the Companies Act 2017, or the shareholders elect the director at a General Meeting under Section 159 of the Companies Act 2017. The newly appointed director must file Form 29 (Particulars of Directors) with SECP within 30 days of appointment. The new director must consent to the appointment in writing, confirm they are not disqualified under Section 153 of the Companies Act 2017, and must not be a minor, undischarged bankrupt, or person convicted of a specified offence. For removal of a director, Section 163 of the Companies Act 2017 empowers shareholders to remove a director before the expiry of their term by passing an ordinary resolution at a general meeting, after giving the director 28 days' notice of the proposed resolution and an opportunity to make written representations. The director's removal must be reported to SECP by filing an updated Form 29 within 30 days of the removal resolution. Where the Articles of Association provide additional protections for directors — such as requiring a special resolution or the consent of certain shareholders for removal — these provisions of the AOA govern the procedure in addition to the Companies Act 2017 minimum requirements.
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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