Foreign company registration under Part XII: an update

A foreign company that establishes a place of business in Pakistan must register with the SECP under Part XII of the Companies Act 2017, supplemented by the Foreign Companies Regulations 2018. The framework is stable. The mechanics around it have shifted enough that a note is worth writing. This alert states the position as of late April 2026.

What changed

Part XII filings now run through the SECP's eZfile portal, like domestic filings. The core obligation is unchanged: within thirty days of establishing a place of business, the foreign company must deliver to the registrar a certified copy of its charter or memorandum, the address of its registered or principal office, particulars of its directors and principal officer, the particulars of one or more persons resident in Pakistan authorized to accept service on its behalf, and the address of its principal place of business in Pakistan [section 435 and the prescribed forms — TO BE VERIFIED BY REVIEWING LAWYER].

For branch and liaison offices, registration is only half the gate. Permission from the Board of Investment remains a precondition, granted for a defined validity period and renewable — and the scope of the permission defines what the office may lawfully do [current BOI procedure, validity periods, and any changes under the SIFC facilitation arrangements — TO BE VERIFIED BY REVIEWING LAWYER]. A branch may undertake the contracted activity; a liaison office may promote and coordinate but may not trade.

Foundational documents executed abroad must be certified and legalized for filing. Pakistan's accession to the Apostille Convention has simplified this chain for documents originating in member states [entry into force and practice — TO BE VERIFIED BY REVIEWING LAWYER].

What it means

Three points carry the practical weight.

First, the thirty days run from establishing a place of business — a phrase that reaches further than parties assume. A leased office, a site presence on a project, or staff stationed in Pakistan under a long contract can each cross the line before anyone has thought about registration. The analysis should be done when the contract is signed, not when the office opens.

Second, registration is a continuing regime, not an event. Alterations in the charter, directors, or authorized persons must be notified within the prescribed period. Accounts — both the company's global accounts and returns relating to the Pakistan business — must be filed annually [sections and timelines — TO BE VERIFIED BY REVIEWING LAWYER]. Ceasing business requires its own notice, and companies that leave quietly accumulate defaults that surface years later, typically in a due diligence exercise or a dispute.

Third, default has teeth beyond the fines. Under Part XII, failure to register does not invalidate the company's contracts, but it restricts the company's ability to sue on them in Pakistan until it complies [precise provision — TO BE VERIFIED BY REVIEWING LAWYER]. For a contractor with receivables in Pakistan, that is not a technicality. On the money side, a branch remits profits abroad through an authorized dealer under the State Bank's Foreign Exchange Manual, and the remittance file is built from the compliance record — tax returns, audited accounts, and the registration itself [Chapter and current procedure — TO BE VERIFIED BY REVIEWING LAWYER].

What this means for you

Before signing any contract that puts people or premises in Pakistan, decide the vehicle deliberately: a Part XII branch, a liaison office, or a locally incorporated subsidiary each carries different permissions, tax treatment, and exit mechanics. If a place of business exists or is imminent, file within the thirty days and start the BOI permission process in parallel — legalization of foreign documents is usually the critical path, so commission it first. Keep the authorized person for service current; an outdated name means judgments can move against the company while notices go unread. Calendar the annual filings and the BOI renewal as a single compliance cycle, owned by one person. And if the company has been operating unregistered or has lapsed filings, regularize before you need the courts or the banking channel — the cost of curing default rises sharply once a dispute or a remittance is waiting on it.