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FormationCompanies Act 2017 s.10, s.14–16, s.154; Companies Regulations 2024 regs 3, 8–13, 18–19; Seventh Schedule

Company formation – complete requirements

Everything SECP needs to incorporate a company in Pakistan: choosing the type, reserving the name, the Form-1 documents, memorandum and articles, directors, beneficial owners, foreign subscribers and fees.

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Who it applies to

Promoters forming a single member, private, public, guarantee, unlimited or not-for-profit (s.42) company

Company types and minimums

ItemDetailLaw
Single member company (SMC)1 member and 1 director, plus a nominee (s.14, s.79(3)); articles as per Table A Part IIs.14, s.154
Private company2–50 members (s.2(49)); at least 2 directorss.2(49), s.154
Public unlisted companyAt least 3 members and 3 directors; company secretary; commencement of business (Form-22) before startings.154, s.19
Listed companyAt least 7 directors; listing rules and Code of Corporate Governance applys.154
Company limited by guaranteeMembers' liability limited to the guarantee; files its own articles (Table C or D)s.14, reg 10(3)
Not-for-profit (s.42)SECP licence under s.42 first, then incorporation (Table F)s.42, reg 18

How it works, step by step

The law behind each step is shown beside it.

  1. 1
    Choose the company type and capitals.14, Seventh Schedule

    Decide SMC, private, public, guarantee or s.42, plus authorised and paid-up capital. Capital decides the fee, audit and filing duties.

  2. 2
    Reserve the names.10, reg 3

    On SECP eServices, file App-1 with up to 3 names in order of priority. The name is reserved for 60 days. Specialised businesses need an NOC first.

  3. 3
    Prepare memorandum and articlesreg 9, reg 10

    Memorandum as per Table B–F of the First Schedule, with the undertaking against restricted businesses, MLM and Ponzi schemes. Articles: Table A, or your own.

  4. 4
    Fill Form-1 and attach documentsreg 8(2)

    Copies of CNIC/NICOP of subscribers, directors and CEO (passport for foreigners); SMC nominee's CNIC; NOC or licence for specialised business; authority letter for physical filing.

  5. 5
    Declare first directors, CEO and ownersreg 12, reg 13

    State the number and names of first directors and the CEO. Give ultimate beneficial owner details for anyone holding 25% or more on behalf of another.

  6. 6
    Foreign subscribersreg 19

    Passport, bio-data and notarised undertaking (Annexure-S); foreign company documents certified or apostilled. Ministry of Interior security clearance follows.

  7. 7
    Pay the fee and submitreg 8(3), Seventh Schedule

    Pay the Seventh Schedule fee (by authorised capital) online and submit. Online combined applications (name and incorporation together) are the fastest route.

  8. 8
    Certificate of incorporations.16

    SECP issues the certificate and incorporation number. Then get the company NTN, open the bank account and register for sales tax if needed.

Worked example

Two partners forming a private company with Rs 1 million paid-up capital file a combined online application with Table A articles, their CNICs and the fee. After incorporation they file Form-21 for the registered office (if not given), hold the first AGM within 16 months, and need no auditor while paid-up capital stays at Rs 1 million or below.

Points to watch

  • Combined online applications are not available for licensed businesses (banking, insurance, NBFCs, security services and similar); these need the regulator's NOC first.
  • Security services and matrimonial services companies are incorporated only after Ministry of Interior clearance.
  • Indian nationals or persons of Indian origin as subscribers or officers need security clearance before incorporation.
  • Stamp duty on an electronically filed memorandum is deferred until provinces set up e-payment.
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