Name: Saira Abass

Registration: 6543121

Subject: Corporate Law

Assignment:
Online company registration in Pakistan SECP

Smester: 6th

Submitted To: Prof. Adil Riaz

Date: 31-05-2024

Department: Commerce

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 Online company registration in Pakistan SECP
 For Online Registration of a Company In Pakistan:
 Following Steps Are Compulsory to be Completed:
Firstly Register Yourself for online account on the SECP Website online to Register your company
online.
Here’s is a demo blow:

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The Step-by-Step Guide to Company Registration in Pakistan
Registering a company in Pakistan strengthens your identity and adds credibility to your business:
Potential customers will be able to recognise you as a legitimate company if you register your business
in Pakistan. It also attracts private investors or sponsors. Meanwhile , a bank will not open a business
account for your company if your firm is not registered with SECP.
The process of company registration with SECP is essential to follow, and our professionals can help
you with that. However, we’ve put together a quick and easy step-by-step guide on how to register your
business in Pakistan.

Step 1: Approval of Company Name

Choosing a company name is the first step when you decide to set up and register a business in Pakistan.
It’s critical to come up with a unique company name that will set you apart from the competition.
Moreover, make sure that you do not copy the exact name of any other organization.
You should adhere to all the rules. Make certain, for example, that you do not use any forbidden words
while you decide to name your company.

Step 2: Submission of Documents

The next stage is to submit all the essential documentation to the Securities and Exchange Commission
of Pakistan once the company name has been approved (SECP).
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Step 3: Certificate of Incorporation
The SECP reviews the documents when they are submitted. They double-check its authenticity. The
National Institutional Facilitation Technologies (NIFT) issues digital signatures, which can be obtained
through the SECP.
The higher authority is also responsible to issue the certificate of incorporation. It’s possible that a
company presentation is required. But, this depends on the origins of the company.

Step 4: Deposit of Shares

Once the company registration is done, it is significant for the shareholders to deposit their shares in the
company’s bank account in the appropriate amount.

Step 5: Registration of Income, Sales, and Professional Taxes

The Federal Board of Revenue (FBR) must be registered and a national tax number issued before a
company can be formed in Pakistan (NTN). If necessary, a sales tax registration number can be
obtained.

 Types of Legal Companies in Pakistan

1. Private Limited Company:
In Pakistan, a private limited company is a prominent business structure. Owning a private company is
legal if you follow the correct procedure of setting up your company. Foreign investors can set up their
company in Pakistan but a minimum of two shareholders are needed for this purpose. Any foreign
nationality (apart from Israel) can set up their private company by following the procedure.
One major condition is that the registered address should be of Pakistan. Moreover, registering a limited
liability company takes six weeks on average. The registration must also be approved by the Board of
Investment, and clearance from the Ministry of the Interior is also required.

2. Public Limited Company:

Public limited companies in Pakistan are registered under companies ordinance 1984. There are two
types of public limited companies.

3. Listed Companies:
A listed public company must have at least seven directors before it may offer shares to the general
public and trade them on the stock market. In order to be listed on the Pakistan Stock Exchange, a
company must meet the Pakistan Stock Exchange’s listing requirements.

4. Unlisted Companies:
A public corporation can be formed by three or more people who want to start a firm that will sell shares
to the general public. Although a public firm must comply with certain legal requirements, it can sell its
stock to the general public. To incorporate an unlisted business, a minimum of three directors are
necessary. An unlisted company can issue shares to the general public on its counter, but shares cannot
be sold on the stock exchange.

5. Single Member Limited Company:

In Pakistan, anyone can start a single-member corporation. A single member company, or “SMC,” is a
private corporation with only one director and this means only one man has the power to limit liability.
The introduction of the notion of a single member corporation has made it easier for sole proprietorships
to achieve corporate status, allowing them to restrict their proprietor’s liability.
All shares are vested with a single director, but the person is required to nominate two individuals, one
of whom will serve as nominee director in the event of the single member/death, director’s and the other
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will serve as alternate nominee director in the event of the nominee director’s non-availability, and the
Single-Member Company is supposed to appoint a company secretary.

Companies (Incorporation) Regulations, 2017

(As amended upto April 17, 2018)
Islamabad, July 26, 2017

NOTIFICATION

S.R.O. 704(I)/2017.- In exercise of the powers conferred by sub-section (1) of

section 512 read with section 10, 14, 16 and 17 of the Companies Act, 2017 (XIX of
2017), the Securities and Exchange Commission of Pakistan is pleased to notify the
following Companies (Incorporation) Regulations, 2017, the same having been
previous published vide notification S. R. O 423 (I)/2017 dated June 05, 2017, namely:-

CHAPTER I
PRELIMINARY

1. Short title and (1) These Regulations shall be called the Companies
commencement.
(Incorporation) Regulations, 2017.

(2) They shall come into force on August 14, 2017.

2. Definitions. – (1) In these regulations, unless there is anything repugnant in the subject or
context,-

(i) “Act” means the Companies Act, 2017 (XIX of 2017);

(ii) “annexure” means an annexure appended to these regulations;]

(iia) “authorized intermediary” shall have the same meaning as assigned to it in

clause (iii) of sub- regulation (1) of regulation 2 of the Intermediaries
(Registration) Regulations, 2017;]

(iii) “Commission” means the Securities and Exchange Commission of Pakistan

established under the Securities and Exchange Commission of Pakistan Act,
1997 (XLII of 1997);
(iiia) “form” means form appended to these regulations; and]
(iv) “regulations” means the Companies (Incorporation) Regulations, 2017;

(2) Words and expressions used but not defined in these regulations shall have
the same meaning as assigned to them in the Act, the Securities and Exchange
Commission of Pakistan Act, 1997, the Limited Liability Partnership Act, 2017, the
Securities Act, 2015 and any rules made thereunder.

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 CHAPTER II

RESERVATION OF NAME

Clause (ii) substituted by S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, clause (ii) read as follows:-

“(ii) “annexure” means a form attached to these Regulations;”

New clause (iia) inserted by S.R.O. 483 (I)/2018 dated April 17, 2018.

New clause (iiia) inserted by S.R.O. 483 (I)/2018 dated April 17, 2018.

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3. Reservation of Name. – (1) Any person desirous of forming a company shall
have the option to file either separate application for reservation of name in the manner
as provided in sub-regulation (2) of this regulation or combined application for
reservation of name and incorporation of company in the manner as provided in sub-
regulation (3) of regulation 5.

(2) Separate application for reservation of name in terms of sub-section (4) of

section 10 of the Act shall be made along with non-refundable application fee as
specified in Seventh Schedule of the Act, in the following manner,-

(i) online application through e-service; or

(ii) physical application as per Inc. Form-I of the regulations with the registrar.

(3) The applicant may propose up to three names in order of priority for
reservation of any one of them, ensuring that the proposed names fulfil the criteria
specified in section 10 of the Act and these regulations.

(4) The registrar, if satisfied that any one of the proposed names in the order of
priority, fulfills the criteria specified in the Act and these regulations, may issue
availability of name as per Inc. Annexure- I for a period of sixty days from the date
of availability of name letter.

(5) If the applicant fails to file application for incorporation of company along-
with evidence of payment of fee within sixty days period, the name shall not remain
available.

Regulation 3 substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, regulation 3 read as follows:-

Reservation of Name. – (1) Any person desirous of forming a company shall have
the option to file either separate or combined application for reservation of name
and incorporation of company:
Provided that the application shall be filed either through e-service or in physical form.
(2) The combined application shall be made in the following manner,-
(i) application for reservation of name as per Annexure-I of the regulations
along with non-refundable application fee as specified in Seventh Schedule
of the Act shall be filed with the registrar;
(ii) the applicant shall propose three names for the company in the order of
priority, out of which any one may be approved by the registrar subject to
fulfillment of criteria mentioned in these regulations and section 10 of the
Act:
Provided that in case of refusal of the proposed names, the registrar shall
issue the order of refusal as per Annexure-III and application for
incorporation of company shall be held pending till such time the name of
company is reserved.
(iii) application for incorporation of company mentioning name of company as
per option 1 contained in Annexure-I along with all relevant documents as
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 specified in regulation 5:
Provided in case the name as per option 1 is not available, the registrar shall
enter the name from amongst other two options contained in Annexure-I, if
deemed appropriate, in all the relevant forms or documents in cases where
combined application is filed.
(3) Separate application for reservation of name in terms of sub-section (4) of
section 10 of the Act shall be made in the following manner,-
(i) application as per Annexure-I of the regulations along with non-refundable
application fee as specified in Seventh Schedule of the Act shall be filed with
the registrar;
(ii) the applicant shall ensure that the proposed name shall fulfil the criteria
specified in section 10 of the Act and these regulations.
(4) The registrar, if satisfied that the proposed name fulfills the criteria specified in the
Act and these regulations, may issue availability of name as per Annexure-II for a
period of sixty days from the date of availability of name letter.
(5) If the applicant fails to file application for incorporation of company within the
said period, the name shall not remain available.
(6) In case of refusal of the proposed name, the registrar shall issue the order of refusal as per
Annexure-III.
(7) The registrar, while considering the application for reservation of name may
require the applicant to furnish such additional information as deemed appropriate.”

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(6) In case of refusal of the proposed name(s), the registrar shall issue the order of refusal as
per
Inc. Annexure-II.

(7) The registrar, while considering the application for reservation of name may
require the applicant to furnish such additional information as deemed appropriate:

Provided that where the requisite information is not provided within fifteen days or
any further time allowed by the registrar, the application shall be disposed of on the
basis of available information.]

[3A. Modes of payment of fee. –The fee as per Seventh Schedule of the Act as
required under these regulations, may be paid through-

(a) credit card; or

(b) debit card; or

(c) other mode of online payment made available by the Commission; or

(d) challan in the designated branch of the bank.]

4. Prohibition of certain names.– (1) Subject to section 10 of the Act, the

following words and combinations thereof shall not be used in the name of a
company in English or any of the languages depicting the same meaning,-
(i) Federal Government, Provincial Government, Name depicting association
with any foreign government, Name suggesting association with any political
personality, Commission, Authority, Register or Registered, Co-operative,
Bureau, Division, Department, Undertaking, Municipal, Union, Republic,
Nation, President, Governor, Prime Minister, Chief Minister, Minister,
Cabinet, Senate, National Assembly, 6[Provincial Assembly,] Parliament/
Parliamentary, Statute/ Statutory, Court/ Judiciary/ Judge,7 [Jury,]
Administrator.
(ii) Names of International bodies and abbreviations thereof including, but not
limited to, United Nations, South Asian Association for Regional
Cooperation, Organization of Islamic Conference, World Bank, International
Finance Corporation, Asian Development Bank, Islamic Development Bank,
International Monetary Fund, Red Cross, Red Crescent.
Provided that the Commission may allow any of the above names under special
circumstances on the request of any government or authority.
(2) Subject to section 10 of the Act, the following words 8[or acronyms] and
combinations thereof may only be used in the name of a company subject to the
criteria mentioned in each case,-
(i) Association or Foundation - In case of companies to be established on grant of
license by the Commission under section 42 of the Act or which are licensed

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 by the Directorate General of Trade Organizations under the Trade
Organizations Act, 2013.
(ii) Fund - In case of a public sector company, a trade organization, a Non-
Banking Finance Company to be established to undertake asset management
services or private equity and venture capital fund management services subject
to prior approval of the Commission or a company to be established on grant of
license by the Commission under section 42 of the Act.

New regulation 3A inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

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 (iii) Council - In case of a company to be established on grant of license by the
Commission under section 42 of the Act. Moreover, this expression may also be
allowed to Sports Association, Trade Organization or a Professional Body.
(iv) Chamber - In case of an entity which is to be established as a Trade
Organization under Trade Organizations Act, 2013.
(v) Trust - In case of Non-Banking Finance Company to be established to
undertake REIT management services or asset management services subject to
prior approval by the Commission.
(vi) Society - In case of a company if proper justification is provided to the satisfaction of the
registrar.
(vii) Assurance/Assurer/Insurance/Insurer/Re-Assurance/Re-Assurer/Re-
Insurance/Re-Insurer - In case of companies to be established to undertake
business of Insurance, Assurance, Reinsurance and Re-assurance subject to
prior approval of the Commission.
(viii) Board - In case of a company desirous to engage in the business of Paper
and/or Board or to public sector companies.
(ix) Bahria/Askari/Fauji/Fazaiya/Cadet/Armed Forces or
Forces/Army/Navy/Air Force/Shaheen/Military/Defence - In case of companies
to be established by the relevant agency.
(x) Bank/Banking/Banker - In case of companies to be established to undertake
banking business subject to prior approval of State Bank of Pakistan or an
investment bank subject to prior approval of the Commission.

[(xa) Chapter – In case of companies where NOC or permission of the

organization/entities having various chapters locally or globally, is provided.]

(xi) Charter/Chartered - In case of companies having charter from the sovereign

authority of the Federation or the Province.
(xii) Corporation - In case of companies where proper justification is submitted to
the satisfaction of registrar.
(xiii) Exchange/Bourse - In case of Securities Exchange, Commodity Exchange,
Mercantile Exchange and Exchange Company, subject to prior approval from
the relevant authority.
(xiv) Omitted
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[(xv) Names of Famous/Distinct Personalities – In case of a company, where no
objection certificate from the personality is provided or where proper
justification is submitted to the satisfaction of registrar.]

New clause (xa) inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.
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 Clause (xiv) omitted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
omission, clause (xiv) read as follows:-

“(xiv) Familiar Trade Names or Brand Names - In case of a company where

permission of familiar trade name or brand name user is provided or proper
documentary evidence of ownership/ use of trade name or brand name is furnished
by the applicant to the satisfaction of the registrar.”
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Clause (xv) substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, clause (xv) read as follows:-

“(xv) Famous/Distinct Personalities - In case of a company where proper

justification is submitted to the satisfaction of registrar.”

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 (xvi) Federation - In case of a company licensed under section 42 of the Act or trade
bodies under Trade Organizations Act, 2013.
(xvii) Federal - In case of a company where it has a connection with or patronage of
the Federal Government subject to prior approval of the Commission.
(xviii) Province/Provincial/Sindh/Punjab/Baluchistan/Khyber Pakhtunkhwa or
KPK/FATA/Gilgit Baltistan or FANA/ Azad Jammu & Kashmir or AJK. In
case of a company where it has a connection with or patronage of the
concerned Government subject to prior approval of the Commission.
(xix) Group - In case of a company where this word implies several companies under
single corporate ownership and applicants have to provide evidence of
subsidiary/associate relationship with two or more companies.
(xx) Holding - In case of a company where it qualifies to be a holding company as
defined in clause 37 of sub-section (1) of section 2 of the Act to the satisfaction
of the registrar.
(xxi) Institute/Institution - In case of a company where it has submitted proper
justification to the satisfaction of the registrar.
(xxii) Finance, Financial, Investment Finance, Investment Advisory, Leasing, Asset
Management, Housing Finance, Modaraba, Venture Capital, Private Equity -
In case of Non-Banking Finance Company, investment company, Modaraba
company, brokerage house subject to prior approval by the Commission. In case
of any public sector financial institution subject to prior approval by the
Commission or State Bank of Pakistan, as the case may be.
(xxiii) Name of Company containing country name or nationality other than Pakistan
- In case of the companies where appropriate justification is submitted to the
satisfaction of the registrar.
(xxiv) Name of Company containing names of two countries i.e., Pakistan/Pak and
any other foreign country - In case of companies where documentary evidence is
provided to the satisfaction of the registrar to support the fact that the company is
a Joint Venture of two Governments or companies or individuals of two relevant
countries.
(xxv) New/Modern/The/Al/International/Company/Co./Inc./Firm/Partnership/LLP/L
LC/Proprietor/ Enterprise/Mills/Factory - In case of a company where proper
justification is submitted to the satisfaction of the registrar. However, these
expressions will not be acceptable if used to make proposed company name
distinctive from existing companies.
(xxvi) State - In case of public sector companies.

(xxvii) University - In case of University Management Company for the management

of University in terms of guidelines of Higher Education Commission.
(3) The name shall be considered undesirable, if—

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(i) [Omitted]
(ii) it includes any word or words which are offensive to any section of the people;

Substituted for the words “of two countries” vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Clause (i) omitted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before omission, clause (i)
read as follows:-

“(i) it includes the name of a registered trade mark or a trade mark which is subject
of an application for registration, unless the consent of the owner or applicant for
registration of the trade mark, as the case may be, has been obtained and produced
by the promoters;”

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(iii) it is identical with or resemble or similar to name of Limited Liability
Partnership registered under the Limited Liability Partnership Act, 2017;

(iv) any other word which in the opinion of registrar is undesirable.

CHAPTER III

INCORPORATION OF COMPANY

5. Application for incorporation of company. – (1) An application for

incorporation of company along with specified fee, shall be filed in any of the
following modes, namely:-

(i) separate application for incorporation of company in the manner as

provided in sub- regulation (2); or

(ii) combined application for reservation of name and incorporation of

company in the manner as provided in sub-regulation (3).

(2) An applicant shall make separate application for incorporation of company

either online through e-service or in physical form to the registrar as per Inc.
Form-II along with the following documents,-

(i) memorandum (in case of online application, e-service shall

automatically generate memorandum on the basis of information
provided by the applicant except for companies having specialized
business);

(ii) articles where required;

(iii) copies of valid NIC/NICOP (national identity card/ national identity

card for overseas Pakistanis) of the subscribers/ directors/chief
executive officer or copies of valid Passport in case of a foreigner;

(iv) in case of a single member company copy of valid NIC/NICOP of

nominee or copy of valid Passport in case of a foreigner;

(v) copy of NIC of witness in case of physical filing of application;

Regulation 5 substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, regulation 5 read as follows:-

“5. Application for incorporation of company. – (1) An applicant shall make an

application either through e-service or in physical form to the registrar for
incorporation of company as per Annexure-IV along with the following
documents,-
(i) Memorandum of Association;

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(ii) Articles of Association, where required;
(iii) Copies of CNIC/NICOP of the subscribers/directors/chief executive officer
or copies of Passport in case of a foreigner;
(iv) Copy of CNIC/NICOP of Nominee only in case of single member
company or copy of Passport in case of a foreigner;
(v) Copy of CNIC of witness in case of physical filing;
(vi) Authorization for filing of documents for the proposed company by the
subscribers as per Annexure-V in favor of either one of them or registered
intermediary;
(vii) NOC/Letter of Intent/ License (if any) of the relevant regulatory
authority in case of specialized business as mentioned in regulation 4; and
(viii) Original paid bank challan evidencing the payment of fee specified in Seventh Schedule
of the Act.”

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 (vi) in case of physical application, authority letter on stamp paper of
requisite value in favour of any one of the subscribers or registered
intermediary, authorizing him to file documents for incorporation of
company on behalf of subscribers, make correction therein, if required
and collect certificate of incorporation and other documents after
incorporation of company. The authority letter shall be witnessed with
his particulars and shall also be notarized;

(vii) NOC/Letter of Intent/ License (if any)/ approval letter of the relevant
regulatory authority in case of specialized business as mentioned in
regulation 4;

(viii) in case of physical application, original paid bank challan or other

evidence of payment of fee specified in Seventh Schedule of the Act.

(ix) copy of valid NIC/Passport of person duly authorized by the Board of

directors of a body corporate which is a subscriber along with copy of
Board resolution. In case of a subscriber which is a limited liability
partnership, copy of valid NIC/ Passport of designated partner
empowered to act as such, along with copy of instrument empowering
him.

(x) in case the subscriber is a foreign company or a foreign body corporate, the
profile of the company, detail of its directors, their nationality and country
of origin, copy of its charter, statute or memorandum and articles etc.,
certified in the manner as specified in regulation 15.

(3) The combined application for reservation of name and incorporation of

company limited by shares shall be filed online through e-service on payment of
fee along with scanned copies of only relevant and applicable documents, as
mentioned in sub-regulation (2) except memorandum of association and articles
of association, which shall be generated by e-service:

Provided that facility of combined application shall not be available for

companies to be formed to carry on or engage in any business which is subject to
a licence or registration, permission or approval as required under the respective
law:

Provided further that the applicant shall enter three names for the proposed
company in the order of priority, out of which any one may be approved by the
registrar subject to fulfillment of criteria mentioned in section 10 of the Act and in
these regulations. If the name as per option one is not available, the name from
other options in order of priority shall be considered for incorporation and in case
of refusal of the proposed names, the registrar shall issue the order of refusal as
per Inc. Annexure-II.

(4) Any person may obtain certified copies of the extract of information contained in item 2.1
or
2.2 of Part-II (A), Part-II (D), Part-II (E) and Part-III of Inc. Form-II.]

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6. Memorandum of Association. – (1) The memorandum of association shall be
in conformity with Table B, C, D, E or F of the First Schedule to the Act and any
other rules and regulations notified by the Commission/Federal Government, as
applicable to the kind of the company. It shall contain an undertaking that the
company shall not engage in any of the restricted business, launch multi-level
marketing (MLM), Pyramid and Ponzi Schemes, or other related
activities/businesses or any lottery business, or engage in any of the permissible
business unless the requisite approval, permission, consent or license is obtained from
competent authority as may be required under any law for the time being in force.
Explanation.- For the purposes of this regulation, “restricted business”
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[includes] undertaking or indulging, directly or indirectly in the business of a
Banking Company, Non- Banking Finance Company, Mutual Fund, Private Fund,
Leasing, Investment Company, Investment Advisor, REIT Management Company,
Housing Finance Company, Discounting Services,

Substituted for the word “means” vide S.R.O. 483 (I)/2018 dated April 17, 2018.

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Microfinance or Microcredit business, Insurance Business, Modaraba Management
Company, Stock Brokerage business, forex, managing agency, business of
providing the services of security guards, securities broker, securities adviser,
securities manager, share registrar, credit rating company, balloter, underwriter, debt
securities trustee or any other business restricted under any law for the time being in
force or as may be notified by the Commission 16 [or any other government
authority].

(2) [ Omitted ]

(3) [ Omitted ]

(4) The memorandum filed in physical form under sub-section (1) of section
16 of the Act, shall be properly stamped as required by the Stamp Act, 1899 (II of
1899), if applicable, duly subscribed and witnessed along with the declaration made
thereunder:

Provided that in case of electronic submission of memorandum of

association, the stamp duty shall not be paid till the time the Provincial Governments
devise and implement appropriate measures for payment and recovery of stamp duty
through electronic means in terms of section 10 of the Electronic Transactions
Ordinance, 2002 (LI of 2002).
(5) The registrar may require any person who makes a declaration under sub-
section (1) of section 16 of the Act or is a promoter or director of the proposed
company or is a witness to the signatures of the subscribers to the memorandum to
furnish such information, clarification or document as he may deem necessary to
satisfy himself for purposes of sub-sections (2) and (4) of section 16 of the Act.

[7. Articles of Association. – (1) In case, the subscribers opt to file combined
application for reservation of name and incorporation of company in the manner
specified under sub-regulation (3) of regulation 5, the articles as per Table A of First
Schedule to the Act shall be the articles of the company.

Inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Sub-regulation (2) omitted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
omission, sub-regulation (2) read as follows:-
“(2) The memorandum of association of the company shall be signed by each subscriber to the
memorandum.”

Sub-regulation (3) omitted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
omission, sub-regulation (3) read as follows:-
“ (3) Where the subscriber to the memorandum is a body corporate, the
memorandum of association shall be signed by a natural person duly authorized in
this behalf by a resolution of the board of directors of the body corporate or
designated partner in case of limited liability partnership.”

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 Regulation 7 substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, regulation 7 read as follows:-
“7. Articles of Association. – (1) The subscribers of the company limited by shares
may adopt the articles of association as per Table A of First Schedule to the Act
and notify the same to the registrar concerned as per Annexure-IV:
Provided that in the situation mentioned hereinabove, filing of articles of
association separately shall not be required.
Provided further that in case articles of association as per Table A of the First
Schedule to the Act are not adopted, the company limited by shares shall file the
articles of association signed by the subscribers to the memorandum with the
registrar along with application for incorporation.
(2) In the case of a company limited by guarantee or an unlimited company, the
company shall file the articles of association signed by the subscribers to the
memorandum with the registrar along with application for incorporation.
(3) Where the subscriber is a body corporate, the articles of association shall be
signed by a natural person duly authorized in this behalf by a resolution of the board
of directors of the body corporate or designated partner of the limited liability
partnership.”

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 (2) In case of separate application for incorporation of company, the
subscribers of the company limited by shares may adopt the articles as per Table A of
First Schedule to the Act and notify the same to the registrar concerned as per Inc.
Form-II and filing of articles separately shall not be required by company adopting
Table A:

Provided that in case articles as per Table A of the First Schedule to

the Act are not adopted, the company limited by shares shall file the articles with
the registrar along with application for incorporation.

(3) In the case of a company limited by guarantee or an unlimited

company, the company shall file the articles with the registrar along with application
for incorporation.]

7A. Signing of memorandum of association and articles of association. – (1) The

memorandum and articles of the company shall be signed physically or
electronically, as the case may be, by each subscriber to the memorandum and
articles of association and where required, to be witnessed.

(2) Where a subscriber is other than a natural person, the memorandum

and articles of association shall be signed by a natural person on its behalf in the
following manner:

(i) in case of a body corporate, duly authorized by a resolution of

the board of directors;

(ii) in case of a limited liability partnership, a designated partner

empowered to act as such, alongwith copy of instrument
empowering him; and

(iii) in any other case by an authorized representative duly

authorized to sign as such.]

8. Appointment of First Directors and Chief Executive Officer. – (1) The

subscribers to the memorandum shall determine the number of directors and the
names of the first directors in terms of provisions of section 157 of the Act.
(2) The subscriber to the memorandum shall also determine the name of
the first chief executive officer in terms of provisions of section 186 of the Act.
(3) The number of directors as determined by the subscribers and
particulars of first directors and first chief executive officer shall be stated in the
application for incorporation of company as per [Inc. Form -II].
9. Other information to be provided.- (1) In addition to the particulars of
subscribers as provided in section 31 and 37 of the Act, following further
information shall be provided namely:-
[(i) a subscriber, in case of a Pakistani national, shall also specify number of his valid
NIC/ NICOP and in the case of foreign national, number of his valid passport.]

2
1
(ii) in case of a person other than a natural person, the address of its registered
office or principal office shall be mentioned and the authorized representative
signing the documents shall 23[likewise] provide his particulars.

New regulation 7A inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.
Substituted for the expression “Annexure-IV” vide S.R.O. 483 (I)/2018 dated April 17, 2018.
Clause (i) substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, clause (i) read as follows:-
“(i) a subscriber, in case of a Pakistani national, shall also specify his national
identity card number and in the case of foreign national, his passport number.”
Inserted vide S.R.O. 483 (I)/2018 dated April 17, 2018.

2
2
10. Witness in case of physical submission of a document.- (1) In case of
electronic submission of documents for incorporation of a company a witness is not
required in terms of Section 3 of Electronic Transactions Ordinance, 2002.
(2) In case of physical submission of documents for incorporation of a company,
the same shall be witnessed by a Pakistani National having valid CNIC:
Provided that where a document is required to be attested by a notary
public or an oath commissioner or class I magistrate, the same shall be witnessed in
accordance with the relevant law.
11. Examination of documents by the registrar.
12. (1)The registrar shall examine the documents submitted for registration of a
company and if he/she is satisfied that the same are complete in all respects and all
the requirements of the Act and regulations relating to incorporation of the
company have been complied with, he shall register the memorandum and other
documents delivered to him.
(2) In case any discrepancies and deficiencies are observed by the registrar in
the documents filed, the same shall be communicated to the applicant in writing for
resolution and the applicant shall remove the discrepancies and provide requisite
information within seven days of date of written communication from the registrar.
(3) In case no response is received within stipulated time period, a first reminder
shall be issued and a final reminder shall be issued seven days thereafter by the
registrar concerned.
(4) In case no response is received from the applicant or the applicant fails
to remove discrepancies or provide requisite information to the satisfaction of
registrar within seven days of issue of final reminder, the registration of the
24
[memorandum and other documents] may be refused.
13. Issuance of Certificate of Incorporation.- (1) On registration of
memorandum of association of a company, the registrar shall issue a certificate of
incorporation, under his signatures or authenticated by his official seal, as per 25[Inc.
Annexure-III], which shall be conclusive evidence that the requirements of the Act
as to registration have been complied with and that the company is duly
incorporated under the Act.
(2) The certificate of incorporation may be issued electronically or in physical form.
14. Additional requirements for a single member company.- (1) A person
desirous of forming a single member company shall comply with all the requirements
for incorporation of a company as per regulation 5 of these Regulations.
(2) The person to be nominated under section 14 of the Act shall be in
accordance with sub- Section (3) of Section 79 of the Act.
15. Additional requirements for an association not for profit.- The
subscribers to the memorandum of an association not for profit shall obtain license
26
[under section 42 of the Act], before filing application in terms of regulation 5 of
10
these regulations.

15. Additional requirements for foreign subscribers and security clearance.- (1)
In case the subscriber is a foreign company or a foreign body corporate, the
registrar shall require additional

Substituted for the word “memorandum” vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Substituted for the expression “Annexure-VI” vide S.R.O. 483 (I)/2018 dated April 17, 2018.

Substituted for the words “as per Associations with charitable and not for profit
objects (Licensing and Corporate Governance) Regulations, 2017” vide S.R.O. 483
(I)/2018 dated April 17, 2018.

Regulation 15 substituted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
substitution, regulation (15) read as follows:-
“15. Additional requirements for foreign subscribers and security clearance.- (1)In case
the subscriber is a foreign company, additional information is required by the
registrar including but not limited to, the profile of the

10
information including but not limited to, the profile of the foreign company or
foreign body corporate, detail of its directors, their nationality and country of origin,
copy of its charter, statute or memorandum and articles etc.:

Provided that the copy of any charter, statute, memorandum, articles or other
instrument, constituting or defining the constitution of a foreign company or a
foreign body corporate required to be filed with the registrar shall be duly certified
to be a true copy by –

(i) the public officer in the country where the foreign company or foreign
body corporate is incorporated to whose custody the original is
committed; or

(ii) a Notary public of the country where the foreign company or foreign
body corporate is incorporated; or

(iii) an affidavit of a responsible officer of the foreign company or foreign

body corporate in the country where the company is incorporated:

Provided further that the signature and seal of the official referred to in
clause (i) or the certificate of the Notary Public referred to in clause (ii) above shall
be authenticated by a Pakistan diplomatic consular or consulate officer and the
certificate of the officer of the foreign company or foreign body corporate referred
to in clause (iii) above shall be signed before a Pakistan diplomatic consular or
consulate officer.

(2) In case the subscriber to the memorandum is an individual of foreign

nationality, he may be required to file additional documents as deemed necessary by
the registrar.

(3) The Commission shall obtain security clearance from Ministry of

Interior (MoI) in following cases and in the manner prescribed hereunder:

company, detail of its directors, their nationality and country of origin, copy of its
charter, statute or memorandum and articles etc.:
Provided that the copy of any charter, statute, memorandum, articles or other
instrument, constituting or defining the constitution of a foreign company required to
be filed with the registrar shall be duly certified to be a true copy by –
(i) the public officer in the country where the company is incorporated to
whose custody the original is committed; or
(ii) a Notary public of the country where the company is incorporated; or
(iii) an affidavit of a responsible officer of the company in the country where
the company is incorporated.
Provided further that the signature and seal of the official referred to in
clause (i) or the certificate of the Notary Public referred to in clause (ii) above
shall be authenticated by a Pakistan diplomatic consular or consulate officer and the
certificate of the officer of the company referred to in clause (iii) above shall be
signed before a Pakistan diplomatic consular or consulate officer.
11
 (2) In case the subscriber to the memorandum is a foreign national residing
outside Pakistan, he may be required to file additional documents as deemed
necessary by the registrar and his/her signatures and address on the memorandum
and articles of association shall be identical with the details appearing in his
passport.
(3) The Commission shall obtain security clearance from Ministry of
Interior (MoI) in following cases and in the manner prescribed hereunder:
(i) companies having foreign (other than Afghan and Indian national or
origin) subscribers/officers will be incorporated and case shall be
forwarded for security clearance:
Provided that in case name of subscriber/officer is not security
cleared by MOI, he or she shall take immediate steps for replacement
as subscriber/officer and shall transfer shares held by him to another
eligible person;
(ii) Companies having foreign subscribers/ officers who are Afghan or
Indian national or of Afghan or Indian Origin will be incorporated after
receipt of security clearance;
(iii) Private security companies, will be incorporated after receipt of security
clearance.”

12
 (i) companies having foreign (other than Afghan and Indian
national or origin) subscribers/officers will be incorporated on the
basis of an undertaking of each foreign subscriber /officer and
case shall be forwarded for security clearance:

Provided that in case name of subscriber/officer is not

security cleared by MoI, the subscriber/officer and the company,
shall take immediate steps for replacement and shall transfer
shares if any, held by the subscriber;

(ii) companies having foreign subscribers/ officers who are Afghan

or Indian national or of Afghan or Indian Origin will be
incorporated after receipt of security clearance;

(iii) security services provider companies will be incorporated after

receipt of security clearance from MoI.

(4) The manner of security clearance shall be subject to any change in the
security policy of government from time to time.]

16. [ Omitted ]

28
Regulation 16 omitted vide S.R.O. 483 (I)/2018 dated April 17, 2018. Before
omission, regulation (16) read as follows:-
“16. Filing of Certificate for receipt of share money.- (1) The company shall report
receipt of subscription money from the subscribers along with certificate by a
practicing chartered accountant or a cost and management accountant verifying
receipt of the money so subscribed within forty five days from the date of
incorporation of the company as per Annexure VII.
(2) The shares of the subscriber shall be deemed to be cancelled where,-
(i) the company has reported non-receipt of share money or receipt of less
than required share money as per Annexure-VII; or
(ii) the company has not filed Annexure-VII within forty five days of
incorporation as this shall be deemed to be non-receipt of share money.
13
(3) The registrar shall give following direction to the company:
(i) to remove the name of the subscriber from the register who has failed to
pay the subscription money;
(ii) either add another shareholder with evidence of payment of share money or
to change status of the company, if required:
Provided that before giving any such direction, an opportunity of hearing shall
be granted by the registrar to the company and the subscriber who has failed to pay
share money.
(4) The company shall be required to comply with the direction within fourteen days,
failing which appropriate action under the Act would be initiated by the registrar
against the company:
Provided that the company shall submit revised information in pursuance of
the direction as per Annexure-IV along with the relevant documents within seven
days from the last date the direction was required to be complied with.”

14
29Inc. Form-I

COMPANIES (INCORPORATION) REGULATIONS, 2017

[See Section 10 of the Act and Regulation 3]

APPLICATION FOR RESERVATION OF NAME

(To be completed by applicant in block letters.)

1. Fee Payment Challan No

Details

Challan Amount
(Rs.)

2. Propose three options for name Option 1

reservation in the order of priority.
(mandatory in case of combined Option 2
application. Fee will be chargedfor
one name only instead of three
names.)
Option 3

(Please enter the name without kind of company e.g. (Pvt.) Limited, Limited etc.).
(Maximum 70 characters)

(As required under proviso (i) to sub-section (1) of section 26 of the Act, the proposed name
shall always commensurate with the principal line of business of the company as mentioned
in memorandum of association)
3. Kind of proposed company

a. Private Limited Company

b. Single Member Company
c. Public Limited Company
d. Association Not for-profit under section 42 of the Companies Act, 2017
e. Other (Please specify)

4. Principal line of business for proposed company

(Brief object as per clause 3 (i) of the
Memorandum may be mentioned)

5. Meaning / Significance of proposed name

(describe relevancy of proposed name with
company’s principal line of business)

29
Substituted all annexures “Annexure-I”, “Annexure II”, “Annexure III”, “Annexure-IV”, “Annexure-V”,
“Annexure VI”, and both “Annexure VII” with “Inc. Form-I”, “Inc. Form-II”, “Inc. Annexure-I”, “Inc.
Annexure-II” and “Inc. Annexure-III” vide S.R.O. 483 (I)/2018 dated April 17, 2018.

15
 6. If any company or entity exists with identical
or similar name, please mention your
relationship with such company or entity along
with board resolution/ NOC showing no
objection on registration of a company with
similar name.

7. Declaration I do hereby solemnly and sincerely

declare that the information provided in
the form is true and correct and nothing is
concealed and that the proposed name, if
reserved, shall be used only for the
purpose of registration of company

8. Name of Proposed Subscriber/Authorized

Intermediary

9. Signatures

10. Registration No of Authorized Intermediary, if

applicable

11. N.I.C No. where the applicant is proposed

subscriber
(Passport No. in case of foreign national)
12. Contact details of the applicant, i.e. Address:
address, email and cell No. etc.

Email:
Cell No.

Day Month Year

13. Date
Enclosures:
1. Original paid bank challan evidencing payment of fee
2. Original NOC/permission/letter of intent of competent authority (if applicable)
3. Any other document deemed necessary.

16
Inc. Form-II

COMPANIES (INCORPORATION) REGULATIONS, 2017

[See Section 16 of the Act and Regulation 5]

APPLICATION FOR COMPANY INCORPORATION

PART-I

(To be completed by the applicant in block letters)

Name of the Company

Fee Payment Challan No

Details

Challan Amount
(Rs.)

PART-II
Section – A - Company information

* Correspondence Address

City District Province

Telephone Email
Number Address

Mobile Number

*Information regarding Correspondence address is to be provided only if the company does

not have a place as its registered office at the time of Incorporation of company.

Registered office Address, if

any

City District Province

Telephone Website(if
Number any)

17
 Mobile Number Email Address

Principal line of
business (Brief objects
as per clause 3 (i) of the
Memorandum may be
mentioned)

Section – B – Capital Structure

Class/ Kind Number of Total Amount

Face Value
shares
Authorized Capital

Paid Up Capital

Section – C – Special business information*

(Applicable in case of Banking Company, Non-banking Finance Company, Insurance
company, Modaraba management company, Stock Brokerage business, forex, managing
agency, business of providing the services of security guards and any other business restricted
under any other law or as may be notified by the Commission)

Nature of business in case of

specialized business requiring
license / permission / approval
(please specify and also attach
NOC / approval of the relevant
authority)

*(Additional documents will be required by the registrar)

Section – D – Company subscribers, directors, chief executive officer, and in case of

single member company, nominee

State Number of directors fixed by subscribers:

[Please note that as per law a company must have minimum director as follows:]
Kind of Company Minimum number of No. of proposed
directors required by directors
law
Single Member Company 01
Private Limited Company 02
Public Limited Company 03

Details of subscribers, directors and chief executive officer *

18
 Name Father’ NIC/NICO ** Nationality Residentia NTN (in Designat

No of shares subscribed (for

and s P Incorpor (with l address/ case of ion
surna / (in case of ation/ former registered director (Directo

****Signatures
***Occupation
me Husban Pakistani Registra nationality office , where r/

subscriber)
(prese d’s national) tion and address or applica Subscrib
nt Name or Number nationality principal ble) er/ CEO)
and in full Passport of the office (in Please
forme No(in case origin, if case of a specify
r) in of different) subscriber
full foreigner) other than
a natural
person)

* Add details as applicable

** Applicable on subscribers other than natural persons
***Please also mention names of other companies where directorship is held.
**** Signature of subscribers and consent to act as director or chief executive as the case may
be. In case of online submission, the document will be signed electronically.

Details of Nominee (only in case of single member company - Nominee shall not be a person
other than relatives of the member- namely, a spouse, father, mother, brother, sister and son or
daughter)
Name of Nominee

NIC of Nominee

Residential address of Nominee

Telephone number of Nominee

Email address of Nominee

Relationship of Nominee with

subscriber

Signature of Nominee

Section – E- If the company limited by shares intends to adopt tables contained in First
Schedule to the Act, tick the relevant table.

Table A- Part I (Articles of association of company limited by shares)

Table A- Part-II (Articles of association of single member company limited by shares)

19
Section – F- The company limited by shares in case it has not adopted articles of
association contained in First Schedule to the Act , company limited by guarantee and
unlimited company shall attach the articles of association.

PART-III
Declaration under section 16
Declarant Name

Declarant Profession / □ Authorized Intermediary

Designation □ a person named in the articles as Director of the
(Please check relevant proposed company
box)

Declaration I do hereby solemnly and sincerely declare that:

a) I have been authorized as declarant by the subscribers;

b) all the requirements of the Companies Act, 2017, and the
regulations made there under in respect of matters precedent
to the registration of the said Company and incidental
thereto have been complied with
c) I make this solemn declaration conscientiously believing the
same to be true.

Declarant Signature

Registration No of authorized
intermediary, ifapplicable

Day Month Year

Date

Enclosures:

(i) Original paid bank challan evidencing payment of fee;

(ii) Memorandum of Association;
(iii) Articles of Association, where applicable;
(iv) Copies of valid NIC/NICOP of the subscribers/directors/chief executive officer or copy
of Passport in case of a foreigner;
(v) Copy of valid NIC/NICOP of Nominee only in case of single member company or copy
of Passport in case of a foreigner;
(vi) Copy of valid NIC of witness in case of physical filing;
vii) NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business;
viii) Authority letter for filing of documents for the proposed company as per requirement of
clause (vi) of sub-regulation (2) of regulation 5.
(ix) Copy of valid NIC/Passport of person duly authorized by the Board of directors of a body
corporate which is a subscriber along with copy of Board resolution and attendance

11
0
 sheet. In case of a subscriber which is a limited liability partnership, copy of valid NIC/
Passport of designated partner empowered to act as such, along with copy of instrument
empowering him;

(x) In case the subscriber is a foreign company or a foreign body corporate, the profile of the
company, detail of its directors, their nationality and country of origin, certified copy of
its charter, statute or memorandum and articles etc.

(xi) In case of foreign subscriber/ officer, an undertaking on stamp paper of requisite value
duly signed, notarized and witnessed to the effect that in case name of subscriber/officer
is not security cleared by MoI, the subscriber/officer and the company, shall take
immediate steps for replacement and shall transfer shares if any, held by the subscriber.

Witness to above signatures: (For the documents submitted in physical form)

Signatures
Full Name (in Block Letters)
Father‘s/ Husband‘s name
Nationality
CNIC No.
Usual residential address

11
1
Inc. Annexure-I

Securities and Exchange Commission of Pakistan

Company Registration Office
<City Name>

No. CRO- / <date>

<Applicant Name>

Applicant Address>

AVAILABILITY OF NAME

Dear Sir /Madam,

This is with reference to your name reservation request dated <date> on the above
subject.

2. The above proposed name appears to be available for registration under the provisions
of the Companies Act, 2017 and the Companies (Incorporation) Regulations, 2017. The
proposed name shall be reserved for a period of sixty days only and the proposed company
shall be registered with the said name if the documents for registration, along with evidence of
payment of fee specified in Seventh Schedule of the Act, are presented within this period.
However, after the lapse of the period, this office shall not take any responsibility if the name
does not remain available for registration.

<Registrar*>

*Name & designation of the officer signing it

20
Inc. Annexure-II

Securities and Exchange Commission of Pakistan

Company Registration Office
<City Name>

No. CRO- / <date>

<Applicant Name>

Applicant Address>

REFUSAL OF NAME

Dear Sir / Madam,

1. This is with reference to your name reservation request dated <date> on the above
subject.
2. The proposed name(s) is/are not available for registration due to the below mentioned
reasons/restrictions imposed under section 10 of the Companies Act, 2017 and the Companies
(Incorporation) Regulations, 2017:

<Pre-checked reasons as selected / checked from the examination page of application>

3. However, you may adopt some other suitable name of your preference *(and resubmit
application for incorporation along with fresh proposed names) or file an appeal with the
Commission, if desired.
<Registrar**>

*applicable in case of combined application only

**Name & designation of the officer signing it

21
Inc. Annexure-III

COMPANY REGISTRATION OFFICE

SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Certificate of Incorporation
[Under section 16 of the Companies Act, 2017 (XIX of 2017)]

Corporate Unique Identification No.

I hereby certify that (COMPANY NAME) is this day incorporated under the
Companies Act, 2017 (XIX of 2017) and that the company is (COMPANY KIND).

Given at (LOCATION) this (DAY) day of (MONTH), Two Thousand and YEAR.

SEAL
REGISTRAR*

*Name & designation of the officer signing the certificate.]

No.CLD/CCD/PR(12)/2017

(Bilal Rasul)
Secretary to the Commission

22