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Companies & SECPs.46 · 47

Change of company status

Convert an SMC to a private company, or a private company to public and back, with SECP approval.

At a glance
TimelineAbout 3–6 weeks
Service feeFixed quote after review
Steps4
Documents4
Companies Act 2017, s.46 – public to private and vice versas.47 – private company to SMC and vice versa

Overview

Changing your company's status: a single member company becoming a private company, a private company going public, or a public company going private.

Why it matters

As a business grows, the company form may need to change: private to public, single member to private, or the reverse. Conversion keeps your company's history, contracts and NTN while updating its legal status.

Who needs this

  • SMCs bringing in a partner or investor
  • Private companies preparing to raise public capital

How it works

Who does each step, and how long it usually takes once documents are complete.

  1. 1
    ReviewTAXWORK

    Members, directors and articles checked for the new status.

    1–2 days
  2. 2
    ResolutionsYou

    Special resolution and amended articles.

    1 day
  3. 3
    FilingTAXWORK

    Application and forms filed with SECP.

    1–2 days
  4. 4
    ApprovalSECP

    Status changed on the register.

    Usually 2–4 weeks

Documents we need

Tick what you already have, then send the list to us.

Which company type fits you?

Under the Companies Act 2017 (sections 2(49), 14, 42, 154 and 247) and the LLP Act 2017.

TypeMembersDirectorsLiabilityAuditorBest for
Single member company11 + nomineeLimited by sharesCMA or CA if paid-up capital under Rs 3MSolo founders
Private limited2 to 502Limited by sharesCMA or CA if paid-up capital under Rs 3MStartups and family businesses
Public (unlisted)3 or more3Limited by sharesChartered accountantRaising capital from many investors
Listed company3 or more7Limited by sharesChartered accountantPublic share trading on PSX
Limited by guaranteeMembers2 or 3Up to the guaranteeAs per company typeAssociations and clubs
Section 42 NPO3 or moreAs per typeLicensed, no profit distributionChartered accountantCharities and foundations
LLP2 or more partnersDesignated partnersLimited for partnersAs requiredProfessional firms, joint ventures
Foreign branch / liaisonForeign parentAuthorised personParent's liabilityChartered accountantForeign companies entering Pakistan

What you receive

  • Amended articles
  • SECP approval
  • Updated registers

Deadlines, risks and penalties

  • Below-minimum members for more than 180 days makes members liable for debts (s.15)

Mistakes we fix, and what our fee covers

Common mistakes we fix

  • Annual return (Form A / Form 29) filed late, which brings SECP penalties
  • Change of directors, shares or address not reported to SECP
  • Company NTN and tax return not filed even when there is no income
  • Beneficial ownership register not kept up to date

Included in our fee

  • Name check, documents and filings on SECP eServices
  • Board and shareholder resolutions drafted for you
  • Company NTN and FBR profile set up or updated
  • A compliance calendar for the year ahead

Law and references

The sections and rules this service is based on.

  • Companies Act 2017, s.46 – public to private and vice versa
  • s.47 – private company to SMC and vice versa
  • s.14(1)(c) – an SMC with more than one heir must convert

Questions

How long does it take?

About 3–6 weeks. Step by step: Review (1–2 days), Resolutions (1 day), Filing (1–2 days), Approval (Usually 2–4 weeks).

What does it cost?

We give a fixed quote after reviewing your case. Government fees are extra where they apply.

What happens if I miss a deadline?

Below-minimum members for more than 180 days makes members liable for debts (s.15).

What if an SMC owner dies?

The nominee transfers shares to the heirs; if there's more than one heir, the company must convert to a private company.

Does the company number change?

No. The company stays the same legal entity; only its status and documents change.

Do we need shareholder approval?

Yes. A special resolution is normally required. We draft it for you.

Why clients choose TAXWORK

9,000+clients served

Individuals, businesses and companies across Pakistan and overseas.

3offices

Rawalpindi/Islamabad, Sialkot and Karachi (with Raza Siddiqui & Co., Chartered Accountants).

Fixedfee first

You get the scope and a fixed fee in writing before any work starts.

Everystep on WhatsApp

Progress updates, and a copy of everything we file or submit for you.

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