COMPANY REGISTRATION & SECP MATTERS IN PAKISTAN

Company Registration Services

Starting a business in Pakistan involves several legal procedures, and one of the critical steps is company registration with the SECP. SAC simplifies this process, providing expert guidance at every stage.

Types of Company Registrations We Offer:

SAC provides specialized services to assist with the company registration of various business entities, ensuring compliance with legal requirements and streamlining the entire process. Here’s an in-depth look at the types of entities SAC helps for company registration:

1. Private Limited Company (Pvt Ltd)

A Private Limited Company is the most prevalent form of business entity due to the limited liability protection it offers to shareholders. This means that shareholders are only liable to the extent of their investment in the company, protecting their personal assets from business liabilities. It is the preferred choice for businesses seeking to:

• Operate as a separate legal entity from their owners.
• Ensure business continuity even with changes in ownership.
• Maintain flexibility in decision-making and operations.

Private limited companies are commonly chosen by medium to large-scale businesses due to their potential for growth, investment opportunities, and the capacity to raise capital through private investments.

2. Single Member Company (SMC)

A Single Member Company (SMC) is tailored for entrepreneurs who wish to enjoy the benefits of a corporate structure but prefer sole ownership and control. With only one shareholder (who is often also the director), it provides:

• Limited liability protection for the sole owner.
• The flexibility to operate independently while enjoying the legal advantages of a company structure.

It is a highly suitable option for sole proprietors or individual entrepreneurs looking to establish a formal business structure without the need for additional stakeholders.

3. Public Limited Company (PLC)

A Public Limited Company (PLC) is a business entity designed for companies that wish to raise capital from the public, often through the stock exchange. This structure allows for:

• The issuance of shares to the public.
• Listing on a stock exchange provides access to a large pool of investors.
• Opportunities for significant expansion and growth.

PLCs are typically chosen by large-scale businesses aiming to secure substantial funding for long-term growth or expansion. The regulatory requirements for PLCs are more stringent, and SAC provides expert guidance to ensure compliance with all legal and stock exchange regulations.

4. Non-profit organization (NGO)

A Non-Profit Organization (NGO), registered under Section 42 of the Companies Act, 2017, is designed to promote charitable, social, or non-commercial purposes. NGOs are required to operate in the public interest and cannot distribute profits to their members. SAC assists with:

• Navigating the regulatory framework required for setting up an NGO.
• Ensuring compliance with all legal requirements related to governance, tax exemptions, and funding.

NGOs often engage in activities related to education, health, environmental protection, and other social causes, and require specialized legal structures to maintain their non-profit status.

5. Partnership

A Partnership is a business arrangement where two or more individuals agree to share ownership, profits, and responsibilities. Partnerships are often more straightforward to establish than companies but come with specific legal implications, especially concerning liability and decision-making. SAC provides assistance in:

• Drafting a partnership agreement that clearly outlines the roles, responsibilities, and shareholding of each partner.
• Ensuring that the legal framework supports the partnership’s operations and addresses concerns related to disputes or dissolution.

Partnerships can be ideal for small businesses or professional services where partners combine resources, expertise, and networks.

6. Association of Persons (AOP)

An Association of Persons (AOP) is a legal entity formed by a group of individuals who join together for a common purpose, typically for a joint venture or a business endeavor. The key characteristics of an AOP include:

• The pooling of resources by individuals who share common business goals.
• A legal structure that provides flexibility in decision-making and profit-sharing.

SAC helps in setting up an AOP by ensuring that the registration process aligns with the specific needs of the individuals involved, whether it be for a family business, a group investment, or a joint venture. The tax implications, management roles, and responsibilities of members in an AOP differ from other business entities, and SAC ensures all legal aspects are appropriately handled.

SECP Compliance & Corporate Governance

Once your company is registered, it must comply with SECP’s ongoing regulatory requirements. SAC provides full support to ensure your business meets its corporate governance obligations, including:

1. Filing of Annual Returns

Every registered company in Pakistan is required to file an Annual Return with the SECP. SAC handles this process on your behalf, ensuring accurate and timely submission of the following documents:

• Financial statements
• Form A (for private companies) or Form B (for public companies)
• Compliance certificates
• Reports of directors and auditors

We ensure that all submissions are done in accordance with SECP regulations to avoid penalties or legal complications.

2. Corporate Changes and Amendments

If your company undergoes any corporate changes, such as:

• Change in shareholding structure
• Appointment or removal of directors
• Increase or decrease in paid-up capital
• Change in registered office address
• Amendments to the Memorandum and Articles of Association

SAC manages the legal documentation and filings required by SECP for these changes. We make the process hassle-free, ensuring that all corporate amendments are properly filed and reflected in the company’s official records.

3. Corporate Governance Advisory

Corporate governance is a critical element of SECP compliance, and SAC offers advisory services to help your company meet governance standards. We assist with:

• Structuring your board of directors
• Developing policies for internal controls
• Establishing corporate governance frameworks that align with SECP guidelines
• Preparing governance-related disclosures in financial reports

4. Secretarial Services

We provide expert Corporate Secretarial Services, ensuring that your company remains compliant with all SECP regulations, including:

• Conducting and documenting board meetings and annual general meetings (AGMs)
• Maintaining statutory registers and records
• Preparation and filing of resolutions with SECP
• Keeping up-to-date records of shareholders and directors

Specialized Services for Foreign Companies

For foreign investors looking to establish a business in Pakistan, SAC offers tailored solutions for the company registration and compliance of Foreign Companies. We provide:

• Branch Office and Liaison Office Registration: We manage the registration of foreign branches and liaison offices in Pakistan, ensuring compliance with SECP and the Board of Investment (BOI) regulations.
• Assistance with Foreign Investment Approvals: SAC helps foreign companies obtain the necessary approvals from SECP and BOI, facilitating the transfer of capital and the establishment of operations in Pakistan.
• Compliance with Double Taxation Treaties: We provide advisory services on tax implications for foreign companies and ensure compliance with international agreements such as Double Taxation Treaties.

Winding Up, Dissolution, and Strike Off Services

If you decide to close your business or cease operations in Pakistan, SAC assists with Company Winding Up and Dissolution in full compliance with SECP guidelines. We help you navigate the legal process of striking off your company, ensuring that all obligations to creditors, employees, and tax authorities are fulfilled before the company is dissolved.

Our services include:

• Preparation and filing of voluntary winding-up resolutions
• Submission of final accounts and reports to SECP
• Compliance with liquidation procedures
• Strike-off applications for inactive or dormant companies