The First Counsel

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Starting a Company in Pakistan

The full journey from decision to operating business — what to settle before you file, what incorporation actually involves, and the registrations that make the company real.

This article states the position as of July 2026 and is general information, not advice on your facts. Fees, forms, and processing times change; anything that changes often is flagged for verification.

Starting a company in Pakistan is a short filing wrapped in a longer project. The SECP part — reserving a name and obtaining a certificate of incorporation under the Companies Act, 2017 — is measured in days. The project around it — choosing the right structure, settling the founder arrangements, and completing the registrations that let the company bank, invoice, and hire — is measured in weeks, and it is the part founders underestimate. This article maps the whole sequence. The companion articles in this hub go deeper on the structure decision, the private limited company itself, and the SECP filing step by step.

Decisions to make before you file anything

Three decisions shape everything downstream, and each is cheaper to make before incorporation than to unwind after it.

The structure. Most founders who intend to grow, hire, or raise money should incorporate a private limited company; a solo founder can use the single member company variant and convert when a co-founder or investor arrives. The alternatives — a general partnership under the Partnership Act, 1932, a limited liability partnership under the Limited Liability Partnership Act, 2017, or a sole proprietorship — suit narrower situations. The choice turns on liability, tax, and whether outside investment is realistic; our structure-choice article works through the comparison.

The equity. Who owns what, and why, should be settled and written down before the subscribers sign the memorandum. The shareholding stated at incorporation is a public record and a legal fact; "we'll sort the percentages later" is the most expensive sentence in Pakistani startup history. If any founder's shares should be earned over time rather than owned outright, the vesting mechanics belong in a founders' agreement signed alongside incorporation, not after the first argument.

The capital. A company has authorised capital (the ceiling on shares it may issue) and paid-up capital (shares actually issued and paid for). There is no general minimum paid-up capital for a private company under the Companies Act, 2017. SECP fees scale with authorised capital, which tempts founders to set it low — and then every future raise requires a shareholders' resolution and a filing to increase it. Set authorised capital with at least a round or two of headroom.

Alongside these, prepare the practical inputs: a distinctive name checked against the SECP register and the trademark register, CNIC or passport particulars for every subscriber and director, a registered office address in Pakistan, and a plain statement of the company's principal line of business for the memorandum.

The incorporation filing, in brief

Incorporation runs through the SECP's online portal. You reserve a name, then file the incorporation application under the Companies (Incorporation) Regulations, 2017: the memorandum of association, articles of association (the SECP's model articles serve most companies with light adaptation), particulars of directors and subscribers, the registered office, and the declaration of compliance. The registrar examines the application and, if satisfied, issues the certificate of incorporation. The company exists from the date on the certificate, with its own legal personality, and the process generates the company's National Tax Number with the Federal Board of Revenue [NTN INTEGRATION IN CURRENT PORTAL FLOW — TO BE VERIFIED BY REVIEWING LAWYER].

Where every subscriber and director is Pakistani, this stage is quick. Where a foreign national or foreign company appears, the application routes through security clearance by the Ministry of Interior, and the timeline stretches from days to months on a clock nobody controls. Plan around it rather than being surprised by it.

The step-by-step mechanics — portal registration, name rules, common objections, what the registrar actually checks — are covered in this hub's dedicated SECP article.

The registrations that make the company real

The certificate of incorporation creates a legal person that cannot yet do much. The working company is assembled in the weeks that follow, and the order matters.

Tax. Confirm the NTN and activate the company's profile on the FBR's IRIS portal, because the company's own filings — withholding statements, the annual return of income under the Income Tax Ordinance, 2001 — run through it. If the company will make taxable supplies of goods, register for sales tax under the Sales Tax Act, 1990. If it will supply services, the sales tax on services is provincial: the Punjab Revenue Authority, the Sindh Revenue Board, or their counterparts, depending on where you operate. Many startups need both a federal and a provincial registration, and invoicing legally is impossible without them.

Bank account. Open the company account early and put every rupee through it — capital contributions, revenue, expenses. Banks apply full know-your-customer review to new companies, and accounts with foreign shareholders move at the pace of the bank's compliance department. Founders paying company expenses personally "just for now" create the mixed-funds pattern that later reads badly in tax audits and diligence.

Sector and export registrations. Software and IT-enabled service exporters should register with the Pakistan Software Export Board, the gateway to the concessional tax treatment of IT export income [CURRENT REGIME AND RATES — TO BE VERIFIED BY REVIEWING LAWYER]. Regulated activities — payments, lending, insurance distribution, pharmaceuticals, food — need their licences before trading, not after.

Employment registrations arrive with headcount: EOBI and provincial social security registration once you cross the thresholds [CURRENT THRESHOLDS — TO BE VERIFIED BY REVIEWING LAWYER]. They are cheap to do on time and disproportionately painful to backfill.

The corporate housekeeping nobody tells you about

A handful of Companies Act obligations begin at incorporation and are routinely missed.

Statutory registers. The company must maintain registers of members, directors, and other prescribed matters, and record its ultimate beneficial owners under the requirements now in force [CURRENT UBO REGIME — TO BE VERIFIED BY REVIEWING LAWYER]. Start them immediately; reconstructing them years later, before a round, is miserable work.

The first auditor. Companies above the modest audit-exemption threshold must appoint their first auditor within the statutory period after incorporation [PERIOD AND EXEMPTION THRESHOLD — TO BE VERIFIED BY REVIEWING LAWYER]. Missing it is a compliance breach visible on the public record.

Share certificates and filings. Issue share certificates within the statutory period, and file event-driven returns — allotments, transfers, director changes, a change of registered office, charges over assets — within their windows. Late filings carry additional fees and accumulate into exactly the pattern investor diligence flags.

Founder paper. The founders' agreement, employment or service contracts for the founders, and written IP assignments moving pre-incorporation work into the company belong in the first month. The company cannot have owned what was created before it existed; only a signed assignment fixes that.

Timelines, money, and the honest picture

Sequenced well, an all-Pakistani founding team can go from decision to a banked, tax-registered operating company in a small number of weeks; the SECP stage is rarely the bottleneck. Foreign shareholders, bank compliance queues, and provincial registrations are where calendars slip [TYPICAL END-TO-END TIMELINES — TO BE VERIFIED BY REVIEWING LAWYER].

On cost: SECP fees are published in the fee schedule and scale with authorised capital; provincial registrations and stamp duties are individually small. The material costs are professional fees, which are set by engagement, and the hidden cost of doing it badly — re-papering equity, migrating assets, and repairing filings later, which reliably exceeds the cost of doing it properly once.

The pattern behind most year-one legal damage is deferral: the founders incorporate, celebrate, and postpone everything in this article's second half. The company then operates for a year without sales tax registration, without registers, without assigned IP — and the deferred work resurfaces, with interest, at the first fundraise. Treat the certificate as the start of the checklist, not the end of it. That is what the downloadable version of this article's checklist is for.

The Checklist

Company launch checklist

Every step from the structure decision to a fully registered, bankable operating company.

  • Decide the structure — private limited, SMC, LLP, or partnership — before touching any form.
  • Agree the equity split among founders in writing, with the reasoning recorded.
  • Run name searches on the SECP company register and the trademark register before falling in love with a name.
  • Collect CNIC copies (or passports for foreign nationals) for every subscriber and director.
  • Choose a registered office address you can evidence and keep stable.
  • Reserve the company name through the SECP portal and diarise its expiry.
  • Adapt the memorandum to state the actual principal line of business.
  • Decide authorised capital with two funding rounds of headroom, not one.
  • File the incorporation application with all subscriber and director particulars complete.
  • Confirm the NTN issued with incorporation and register the company on FBR's IRIS portal.
  • Open the company bank account and route all money through it from day one.
  • Register for sales tax — federal for goods, provincial for services — if you will invoice taxable supplies.
  • Register with PSEB if you export software or IT-enabled services.
  • Appoint the first auditor within the statutory period if your capital requires one.
  • Set up the statutory registers and minute book the day the certificate arrives.
  • Sign founders' agreements and IP assignment deeds into the company within the first month.
  • Build the compliance calendar — SECP, FBR, provincial — and assign each filing an owner.

Questions, Answered

What clients ask most.

For a straightforward all-Pakistani incorporation, the SECP stage — name reservation plus the incorporation filing — typically completes within days to a couple of weeks [CURRENT PROCESSING TIMES — TO BE VERIFIED BY REVIEWING LAWYER]. The full journey to an operating business is longer: bank account opening, tax registrations, and provincial registrations usually take several additional weeks, and foreign shareholders add a security-clearance stage with an unpredictable timeline.

You can, but the cost usually exceeds the saving. Contracts, IP, bank history, and customer relationships accumulate in your personal name or a partnership and must later be migrated into the company — with documentation, possible tax consequences on the transfer, and awkward questions in any investor diligence. If you expect to raise money or sign meaningful contracts, incorporate before the business has assets worth moving.

No. The SECP process is designed for direct use and many founders complete it themselves. Where advice earns its fee is before and after the filing: the structure decision, the capital and equity design, the articles, founder documents, and the registration sequence that follows the certificate. Errors there are harder to reverse than a rejected form.

There is no general minimum paid-up capital for a private limited company under the Companies Act, 2017. Certain licensed activities — for example in financial services — carry their own capital requirements under sectoral regimes [SECTORAL CAPITAL REQUIREMENTS — TO BE VERIFIED BY REVIEWING LAWYER]. Most startups incorporate with modest paid-up capital and a larger authorised capital for headroom.

SECP fees are set by regulation and scale with authorised capital, with online filing cheaper than paper. The fee schedule changes, so check the current version on the SECP website before budgeting [CURRENT FEE SCHEDULE — TO BE VERIFIED BY REVIEWING LAWYER]. Professional fees, where you use an adviser, are set by engagement letter.

Yes. Foreign ownership up to 100 per cent is permitted in most sectors without prior approval of the investment itself, as of mid-2026. Foreign subscribers and directors require security clearance from the Ministry of Interior, which is the main source of delay, and the investment should arrive through the banking channel so that repatriation rights are preserved.

The full FAQ Center

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.

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