Service
Private Limited Company Registration
Registration of a private limited company or single member company under the Companies Act, 2017 — structure decided properly, filing done end to end, tax number and bank account dealt with after. For founders and SMEs choosing Pakistan's default business vehicle.
The private limited company is Pakistan's default business vehicle for good reasons: liability limited to unpaid share capital, no general minimum capital, familiarity to every bank and regulator, and articles that can restrict share transfers tightly enough for founders and joint ventures alike. Its close relative, the single member company, extends the same limited liability to a sole owner. Between them they account for almost every operating business we register.
The registration itself, run through SECP's eZfile portal under the Companies Act, 2017, is the mechanical part. The decisions around it are not. Whether to register an SMC or a two-member private company determines how hard it is to add a co-founder later. Authorized capital sizing determines whether the first equity issuance is a routine allotment or a two-step process with an extra filing. What the articles say about transfers and pre-emption determines whether a departing shareholder can sell to a stranger. These choices cost nothing extra to make well at incorporation and real money to unwind afterwards, usually mid-fundraise or mid-dispute.
Our service prices the thinking and the filing together. We settle the structure in one consultation, design the capital and the articles around where the company is going, run the SECP process to certificate, and then finish the job: registers written up, first board minutes done, the NTN confirmed, and a bank account pack prepared to the standard banks actually apply. Where founders split equity, we say plainly that the shareholders' agreement matters as much as the registration, and scope it alongside.
This page states the position as of July 2026. Member and director requirements, audit and secretarial thresholds, and SECP's forms and fees are confirmed against the current statute at engagement; bracketed items are verified before we rely on them.
What You Get
The deliverables, stated up front.
- A written recommendation between a private limited company and a single member company, made against your facts — co-founders, investors, and where the business is headed.
- Share capital design: authorized versus paid-up capital, share count and par value, and headroom for the people you have promised equity.
- Memorandum and articles drafted for the company you are building — transfer restrictions, pre-emption, and board process that will survive a co-founder dispute or an investor's diligence.
- Director and chief executive appointment papers, and the nominee documentation a single member company requires.
- The complete SECP filing on eZfile, handled through to the certificate of incorporation.
- The company's National Tax Number, generated through the SECP–FBR combined process, with guidance on the sales tax and employer registrations that follow [CURRENT INTEGRATION — TO BE VERIFIED BY REVIEWING LAWYER].
- A bank account opening pack — the resolutions, certified documents, and beneficial-ownership declarations banks actually ask for.
- Statutory registers set up, first board minutes prepared, and a twelve-month filing calendar.
How It Works
The process, stage by stage.
1
Structure consultation
One conversation settles the vehicle. A single founder with no near-term co-founders points to an SMC; two or more holders, or a company expecting investment, points to a private limited company. We map the directors and first chief executive, and flag security clearance early if any is foreign.
2
Capital and shareholding design
Authorized capital is the ceiling on shares the company may issue; paid-up capital is what subscribers actually take. We size the ceiling for the next two years — founder splits, an option pool if one is coming, an investor round — because increasing it later is a filing, a fee, and a delay.
3
Drafting
The memorandum states the principal line of business. The articles are where private companies live or die: share transfer restrictions, pre-emption rights, board quorum, and casting votes. We adapt the SECP model articles where they fit and draft around them where your cap table needs more.
4
Filing
Name reservation, then the incorporation application on eZfile with subscriber and director particulars and the declaration of compliance, then queries handled until the certificate issues. Timelines for complete domestic filings are short [CURRENT PROCESSING TIMES — TO BE VERIFIED BY REVIEWING LAWYER].
5
Post-registration setup
The NTN comes with incorporation; the bank account does not. We prepare the account-opening pack, the first board minutes, and the registers, and hand over a calendar of what the company must file and when, starting with the return reporting the money actually paid in for shares.
The Legal Framework
The law this work runs on.
- Companies Act, 2017
- The governing statute. As of July 2026 a private company needs at least two members and a single member company exactly one; membership is capped and share transfers must be restricted by the articles. Director minimums differ by type — one for an SMC, two for other private companies — and every company must have a chief executive [SECTION REFERENCES AND CURRENT THRESHOLDS — TO BE VERIFIED BY REVIEWING LAWYER].
- Companies (Incorporation) Regulations, 2017
- The incorporation forms, name criteria, and procedure, applied through eZfile. SECP has been consolidating its regulations; the operative set is confirmed at the date of filing [CURRENT OPERATIVE REGULATIONS — TO BE VERIFIED BY REVIEWING LAWYER].
- Single member company provisions and rules
- SMCs carry their own requirements, most visibly the nominee who assumes the member's role on death. We confirm whether the Single Member Companies Rules, 2003 or provisions under the 2017 framework currently govern the details [TO BE VERIFIED BY REVIEWING LAWYER].
- Income Tax Ordinance, 2001
- The company's NTN arises at incorporation through the SECP–FBR integration; filing obligations as a taxpayer and withholding agent begin from the first transaction, not the first profit.
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.
- Choosing an SMC to move fast, then discovering that adding a co-founder means converting the company rather than simply transferring shares.
- Setting authorized capital at the minimum to save on fees, then paying for an increase within a year to issue shares already promised.
- Splitting founder equity in the subscription without a shareholders' agreement, so vesting, exits, and deadlock have no answer when they arrive.
- Issuing or transferring shares informally — money moves, no return of allotment is filed, no register entry is made — leaving the cap table unprovable at diligence.
- Appointing family members as directors for convenience without telling them they carry statutory duties and appear on the public record.
- Delaying the bank account, so subscription money sits in personal accounts instead of arriving through banking channels — which matters later for foreign shareholders proving remittance.
Questions, Answered
What clients ask about private limited company registration.
An SMC suits one owner with no near-term plans to share equity — a consultant, a holding vehicle, a wholly owned subsidiary. The moment a co-founder or investor is realistically on the horizon, register a private limited company, because bringing a second shareholder into an SMC means conversion, not just a transfer.
There is no general minimum under the Companies Act, 2017. Paid-up capital should reflect what the business genuinely needs subscribed; authorized capital should leave headroom for the shares you expect to issue over the next couple of years; the SECP fee scales with it, but increasing it later costs a filing and a delay.
Directors must be natural persons; an SMC needs at least one and other private companies at least two. Every company has a chief executive, named first at incorporation. There is no general residency requirement for directors, though foreign directors trigger security clearance [CURRENT REQUIREMENTS — TO BE VERIFIED BY REVIEWING LAWYER].
Not quite — a private limited company needs two members, though the second can hold a single share. If genuine sole ownership is the point, the SMC exists precisely for that, with a nominee named to step in on the member's death.
The NTN is generated through the SECP incorporation process itself [CURRENT INTEGRATION — TO BE VERIFIED BY REVIEWING LAWYER]. The bank account is separate and slower: banks apply their own KYC — certified incorporation documents, board resolutions, beneficial-ownership declarations — and move at the pace of their compliance departments. We prepare the pack so the file is complete on first submission.
Statutory registers kept current, director and registered-office changes reported within their windows, returns filed on allotments and transfers, the annual return lodged, and audited accounts where thresholds require them. The obligations are individually small and collectively unforgiving — which is why we hand over a calendar, not just a certificate.
A fixed-scope fee set by engagement letter, plus SECP's own fees, which scale with authorized capital [FEE STRUCTURE — TO BE CONFIRMED BY THE FIRM]. Foreign-shareholder cases carry additional coordination and are priced accordingly.
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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.