Practice Area
Corporate Law
We form, structure and maintain companies under the Companies Act 2017 — incorporation, board and shareholder decisions, SECP filings, and the corporate approvals that sit behind every contract and every deal. We act for founders, CFOs and boards who want the company's paper to match its reality.
Corporate law is the plumbing of a business. When it works, nobody thinks about it; when it fails, everything above it stops. In Pakistan the system is federal and, since the Companies Act 2017, reasonably modern: one statute, one regulator in the Securities and Exchange Commission of Pakistan, and an online registry through which almost everything is filed. The difficulty is not the law's complexity. It is that companies are formed in a week and then run for years as if the formation were the end of the subject.
Our corporate practice serves two kinds of client. The first is the company being built — founders choosing a vehicle, structuring shareholding among themselves, and setting the articles and agreements that will govern them when they disagree, which they eventually will. The second is the company already running — businesses that need board and shareholder decisions taken lawfully, registers and filings kept current, and corporate approvals produced at deal speed when a bank, an investor or a buyer asks for them. For both, the test we apply is the same: could this company hand its statutory record to a hostile reader tomorrow?
The recurring pattern in Pakistani private companies is a gap between the register and the reality. Money comes in without allotments. Directors serve without appointment on the record. Family arrangements substitute for resolutions. None of this matters until the day it matters completely — a diligence exercise, a succession, a falling-out — and then the cost of reconstruction is a multiple of what maintenance would have been. Much of our work is closing that gap before an outsider finds it.
We work alongside the firm's SECP advisory, governance and transactions practices, so that the same view of the company informs its filings, its board processes and its deals. When a client raises money or sells, the corporate record is an asset we have already prepared, not a liability we discover.
The positions described on this page are stated as of mid-2026. The Companies Act 2017 and SECP's regulations are amended regularly, and filing windows, forms and fee schedules change. We confirm the current requirements at the outset of every mandate, and nothing on this page is advice on a specific set of facts.
When Businesses Need This
The moments this practice exists for.
- 01You are incorporating and need to choose between a private limited company, a single member company and an LLP before the name reservation, not after.
- 02You are adding a shareholder or a director and want the allotment, the register entries and the SECP filings done in the right order.
- 03SECP has sent a show-cause notice or a penalty letter for late filings, and the company's statutory record has not been touched in years.
- 04A foreign shareholder is coming onto the register and someone has mentioned the State Bank, exchange control and repatriation for the first time.
- 05The board is about to approve a loan, a guarantee or a transaction with a director's other company, and nobody is sure what approvals the Companies Act 2017 requires.
- 06An investor or acquirer has asked for the minute book, the members' register and the filing history, and you are seeing the gaps for the first time.
- 07You are converting the company — single member to private, private to public, or company to LLP — and need the sequence of approvals mapped.
How It Works
The process, stage by stage.
1
Corporate map
We start by reading what exists: the certificate of incorporation, memorandum and articles, statutory registers, filing history on SECP's record, and any shareholders' agreement. Most corporate problems are visible in an afternoon with these documents. We do not advise on what the company should do until we know what the company actually is.
2
Gap report
We deliver a short written report listing every gap between the statutory record and the facts — unissued shares that everyone treats as issued, directors never appointed on the record, filings never made, registers never opened. Each item carries the fix, the sequence and the exposure if left alone.
3
Remediation
We then repair the record: board and general meeting resolutions, allotments and transfers properly executed and entered, overdue returns filed, and regularisation before the SECP where the Companies Act 2017 provides a route. Where a defect cannot simply be cured, we say so and document the position rather than paper over it.
4
Standing corporate support
For companies that retain us, we run the corporate calendar: board and general meetings, statutory filings within their windows, register maintenance, and the approvals for each significant decision as it comes. The aim is that no transaction ever waits on corporate housekeeping.
5
Transaction readiness
When a raise, a sale or a borrowing approaches, we prepare the corporate record for diligence before the other side's lawyers open it. A clean minute book shortens every deal it touches.
The Legal Framework
The law this work runs on.
- Companies Act, 2017
- The federal statute governing incorporation, share capital, directors' duties (section 204), related party transactions (section 208), investments in associated companies (section 199), meetings, filings and enforcement. It replaced the Companies Ordinance 1984 and is the spine of every corporate mandate.
- Companies Regulations, 2024
- SECP's consolidated regulations on incorporation, name reservation, filings and forms, which absorbed several earlier stand-alone regulations [SCOPE OF CONSOLIDATION TO BE VERIFIED BY REVIEWING LAWYER]. Day-to-day mechanics before the registrar run through these and SECP's online filing portal.
- Companies (Further Issue of Shares) Regulations, 2020
- Governs how companies issue new shares — rights issues, issues otherwise than by rights, and preference shares. Any allotment to a new investor has to be run against these regulations, as in force at the time of the issue.
- Limited Liability Partnership Act, 2017
- The alternative vehicle for professional and early-stage businesses that want limited liability without the full Companies Act apparatus. We advise on when an LLP fits and when it will block later plans, such as issuing shares to investors.
- Listed Companies (Code of Corporate Governance) Regulations, 2019
- Board composition, committees and disclosure requirements for listed companies. Relevant to unlisted clients mainly as the direction of travel — SECP expectations tend to migrate down from the listed regime over time.
- Income Tax Ordinance, 2001
- Corporate decisions carry tax consequences from day one: registration, filer status, withholding obligations on payments, and taxation of distributions. We flag the tax gates in corporate steps and bring in tax advice where the numbers warrant it.
- Foreign Exchange Regulation Act, 1947
- Together with the State Bank of Pakistan's Foreign Exchange Manual, this governs shares issued to non-residents, the banking channel the money must arrive through, and later repatriation of dividends and sale proceeds. The reporting runs through authorised dealer banks, and getting it wrong at entry surfaces at exit.
- Competition Act, 2010
- Section 11 requires pre-merger clearance from the Competition Commission of Pakistan where the notification thresholds in its merger control regulations are met. Corporate reorganisations, not just acquisitions, can trigger it.
Statutory references are stated as of the page’s as-of date and flagged where verification is pending; the law moves, and the current position should be confirmed before relying on it.
Common Mistakes
The errors we see most — and their price.
- Issuing shares by handshake — money received and percentages agreed, but no board resolution, no return of allotment filed and no entry in the members' register.
- Treating the paid-up capital stated at incorporation as a formality and never actually depositing it, then representing it as paid in accounts and diligence.
- Approving transactions with a director's other business without the disclosures and approvals the Companies Act 2017 requires for related party dealings.
- Leaving the ultimate beneficial ownership record unmade, even though the Companies Act as amended requires companies to obtain and hold UBO information.
- Signing a shareholders' agreement that contradicts the articles and assuming the agreement wins — against third parties and often against the company, the articles do.
- Ignoring SECP annual returns and change-of-particulars filings until a penalty notice arrives, by which point the additional-fee meter has been running for years.
- Running the company for years without board or general meeting minutes, then trying to reconstruct five years of decisions the week diligence starts.
Representative Scenarios
The shape of the work.
Illustrative scenarios, not case reports — composites drawn to show how matters of this kind run.
- —Illustrative: a Lahore trading company took on two investors over three years by bank transfer alone. No allotments were filed and no registers updated. When a bank asked for a certified shareholding pattern, the record showed a single shareholder — the founder — and six weeks of remediation had to precede a routine facility.Illustrative
- —Illustrative: a family company's directors approved supply contracts with a sister concern owned by the same family without related-party approvals. A later dispute between branches of the family turned entirely on whether those contracts were validly authorised.Illustrative
- —Illustrative: a foreign buyer agreed heads of terms to acquire 60 percent of a Pakistani company. Diligence found the target's largest asset had been transferred in from a partnership without board approval or stamping. The price held, but closing moved back a quarter while the chain was repaired.Illustrative
- —Illustrative: a single member company grew to three shareholders in fact but never converted. Every filing since had been made on the wrong basis, and the conversion, when finally done, had to be sequenced with corrective filings before the registrar.Illustrative
Questions, Answered
What clients ask about corporate law.
For most operating businesses that may one day take investors, a private limited company under the Companies Act 2017 is the default, because investors subscribe for shares and the Act's machinery assumes them. A single member company suits a sole owner who wants limited liability now and can convert later. An LLP under the Limited Liability Partnership Act 2017 suits professional practices and ventures that will be funded by the partners themselves — it has no shares to sell.
With a clear name, standard objects and documents in order, SECP incorporation through its online portal is typically a matter of days, as of mid-2026. What takes longer is everything around it — bank account opening, tax registrations and, where a foreign shareholder is involved, the banking-channel and verification steps. We plan the whole sequence, not just the certificate.
The Companies Act 2017 does not impose a general minimum paid-up capital for private companies, though specific licensed sectors have their own capital floors set by their regulators. What matters more in practice is that whatever capital the company states as paid up is actually paid in through the banking channel and can be shown.
In most sectors, yes — Pakistan's investment regime generally permits full foreign ownership, with exceptions in specified sectors, as of mid-2026. The mechanics matter more than the permission: the subscription money must arrive through proper banking channels and the share issuance must be reported through the authorised dealer bank under the State Bank's foreign exchange regime, because that record is what later supports repatriation of dividends and sale proceeds.
Section 204 of the Companies Act 2017 codifies directors' duties — to act in accordance with the articles, in good faith to promote the company's objects, with due care and skill, and without conflicts. Liability in practice arises from specific breaches: unauthorised related party dealings, misstatements in filings, and defaults that the Act ties to officers personally. A director who insists on a documented board process is substantially protected by it.
Not simply for absence. Shares are property, and a shareholder cannot be removed the way a director can. The realistic routes are a negotiated buy-out, enforcement of transfer provisions if the articles or a shareholders' agreement contain them, or in cases of oppression or deadlock, the remedies the Companies Act 2017 provides. This is why we insist that shareholder exit terms be written before the shareholding is.
At minimum: the annual return, financial statements where the company's class requires filing, and event-based returns whenever directors, officers, shareholding, registered office or charges change — each within its statutory window. Late filings accrue additional fees and can draw show-cause notices. We maintain a filing calendar for retained clients so nothing depends on memory.
Usually recoverable, rarely painless. Overdue returns can generally be filed with additional fees, and the record can be brought current in weeks. The harder cases are substantive: shares issued but never allotted on the record, or decisions taken without authority. We scope the whole position first, because filing the easy backlog while leaving the substantive defects creates a record that looks clean and is not.
Who To Call
Related Insights
Prepared by The First Counsel · As of 2026-07-12 · Pending professional review — statements flagged in the text are being verified
This publication is provided for general information only. It is not legal advice, and neither reading it nor corresponding with the firm about it creates a lawyer–client relationship. The position stated must be verified against current law before it is relied upon.