Authority of registration

The Registration Department of SECP is responsible for registration of the

Companies under companies Ordinance 1984, and the rules and regulations
made there under along with other relevant laws.

Functions of registration department:

Its primary functions include
1. Registration of companies,
2. Regulating their statutory functions,
3. Monitoring of corporate compliance through examination of statutory
returns and accounts.

The Registration department is mainly responsible for registration of

companies and supervision of Company Registration Offices (CROs). It
monitors the functioning of registered entities in terms of the statutory
provisions, regulates corporate compliance of registered entities and ensures
filing of statutory returns by companies. Implementation of cost accounts in
related industries, development of legal framework, and providing guidance
to CROs and the general public are also part of the functions of the Wing

These functions are performed by the eight regional offices of the SECP, the
Company Registration Offices (CROs). The Registration Department
supervises, coordinates, and monitors the workings of the CROs. The
Department is headed by Executive Director
OBJECTIVE

To promote healthy growth of corporate enterprises,

protection of investors and creditors, promotion of
investment and development of economy.

ORGANIZATIONAL STRUCTURE
 WHEN ELECTRONIC REGISTRATION STARTED IN
PAKISTAN:
: The Securities and Exchange Commission of Pakistan (SECP) has
introduced online company registration in order to promote a hassle-free
and paperless system.

SECP has issued an SRO 119 (I)/2009 dated February 6 for

company’s registration fee for submission of documents both online and
physically. In order to promote a paperless system, the SECP has fixed
about half of the registration fee for online process in every category.

Why online registration needed?

The process of registration of
companies in Pakistan was started manually. But that method was
much time consuming and was difficult to handle. To facilitate the
process of venture creation and to make it more prompt & easy
SECP introduce online registration system to register the
companies
It is the convenient way to register
a company. It saves time and reduce paper filing and handling
cost.

Advantages of electronic registration

Filing online offers the following distinct advantages:

• convenience – file from the office or from home – the online filing
centre is open seven days a week, 24 hours a day.
• reduced delivery costs – traditional delivery expenses and delays are
eliminated with online submissions.
• immediate acknowledgement of filing – no more guessing as to
whether your submission has been received
• prompt articles processing – online submissions enable Corporations
to offer expedient processing within either the same day or next day
turnaround, depending on the time of filing and complexity of the
application.
COMPANY REGISTRATION OFFICES
The office of the Registrar of Companies is a collegiate body
of registrars performing under the Companies Ordinance,
1984. The Registrar of Companies is based at the SECP’s
head office in Islamabad and supervises the working of
registrars at the eight regional offices of the SECP, known as
Company Registration Offices (CROs).

Location of CROs
1 ISLAMABAD

2 KARACHI

3 LAHORE

4 FAISALABAD

5 MULTAN

6 PESHAWAR

7 QUETTA

8 SUKKUR

Jurisdictions of CROs
The CROs have jurisdiction limits, thus restricting them from
operating all over Pakistan. The whole country and its
regions have been divided among the eight CROs to ensure
effective monitoring and efficient facilitation of the corporate
sector.
REGISTRATION FEE SCHEDUALE

The SECP notified registration fee of Rs2,500 for online submission of

documents for a company with nominal share capital up to
Rs100,000. In case the nominal share capital crosses Rs100,000,
Rs100 to Rs500 would be added to the fee.

For registration of an increase in share capital which came after the

first registration of the company, the amount to be paid would be
equal to the difference between the amount which would have been
payable on registration of the company by reference to the increase
in capital and the amount which would have been payable by
reference to its capital immediately before the increase, calculated
at rates given

under clause 2.

For registration of any existing company, except for such companies

exempted from payment of fee in respect of registration under the
ordinance, the fee will be the same as for registering a new
company.

For filing, registering or recording any document required under the

ordinance other than particulars of mortgage/charge or other
interest created by a company, or the memorandum or the abstract
required to be filed with the registrar by a receiver or the statement
or other document required to be filed with the registrar by the
liquidator in a wind-up, a fee of Rs500 will be charged for online
process and Rs1,000 for physical process.

For filing, registering or recording a document related to mortgage

or charge required under the ordinance, a fee of Rs5,000 will be
charged for online process and Rs7,500 for physical process.

Nature of Company Share Capital Registration Fee

Pub/Pvt Ltd. 100,000 2500

Pub/Pvt Ltd. More then 100,000 2500+ (100-500)

Summery of registration procedure & related requirements.

Standardized company

Legal Form: Private Limited Liability Company

City: Karachi

Registration Requirements Summary:

Time to
Procedure Cost to complete:
complete:
E-file the company name at the Securities and
1 1 day PKR 200
Exchange Commission website
Pay registration and name registration fees, and
2 1 day
obtain bank receipt/ copy of treasury challans
PKR 2500
registration fee +
3 Register the company at the Registrar of Companies2-3 days PKR 1000 filing
fee ( Form 21 &
form 29)
4 obtain digital signiture 2 days no charge

Apply for a national tax number (NTN) and register

5 2 days no charge
for income tax.
6 Register for sales tax 1 day no charge
Detail of registration procedure & related requirements.

step1.
E-file the company name at the Securities and Exchange Commission website
Time to complete:
1 day
Cost to complete:
PKR 200
Name of Agency:
Comment:
The company may propose one or more names, in order of preference. The name
should not be inappropriate, deceptive, or designed to exploit or offend any
religion. It should neither be identical to nor have any close resemblance to any
existing company name.

The availability of the name can be checked online by searching existing

company names. Certain guidelines prohibit the association of the company name
with state sponsorship with the national leaders and the like. The official
confirmation (or denial) of the name availability is received by email. This
confirmation satisfies name search requirements if the name search fee of PKR
200 (if the name is reserved on line) and PKR 500 (if the name is reserved in
person) is paid into the bank account of the regulatory authority.

step2.
Pay registration and name registration fees, and obtain bank receipt/ copy of
treasury challans
Time to complete:
1 day
Cost to complete:
Name of Agency:
Comment:
The company pays stamp duty to the Sindh provincial government.
step3.
Register the company at the Registrar of Companies
Time to complete:
2-3 days
Cost to complete:
PKR 2500 registration fee + PKR 1000 filing fee ( Form 21 & form 29)
Name of Agency:
Comment:
Registration can be completed online through the eServices project that was
launched to improve efficiency and effectiveness of the business processes of
SECP with a speedy, transparent and paperless environment, making it easier for
the representatives of companies and the business community to interact with and
 obtain information from the SECP through electronic modes in a swift and easy
manner.

The following company incorporation documents are required for a private

company:
- Form-1, Declaration of compliance ( Form 1 is to be signed by (a) an advocate
entitled to appear before any High Court in Pakistan or the Supreme Court; (b) a
qualified chartered accountant (member of ICAP or ICMAP) practicing in
Pakistan, or (c) a person named in the articles of association as a director or other
officer).
- Form-21, Identifying the location of the office.
- Form-29, Particulars of directors, secretary, chief accountant, auditors, and
others.
- The subcriber’s national identity card and four copies of the memorandum and
articles of association, with the signature of each member (in presence of a
witness).

The fee schedule for company registration: Nominal share capital under or at
Rs.100,000 : fee of Rs. 2,500 (online) and Rs.5,000 (offline) and for nominal
share capital over Rs. 100,000 , above along with additional fee to be determined
based on every Rs.100,000 or part thereof, of nominal share capital . In addition
to the registration fee, filing fee at the rate of PKR 500 for each of the Form-21
(Form identifying location of office of the company) and Form-29 (identifying the
particulars of officers of the company) is required to be paid if these are filed
online. In case these documents are filed physically, the rate of fee will be PKR
1000 for each of these documents.

The treasury chalaan in the amount of the registration and filing fee are required
to be deposited with the Muslim Commercial Bank Ltd.

step4.
obtain digital signature
Time to complete:
2 days
Cost to complete:
no charge
Name of Agency:
Comment:
The digital signiture is obtained from the National Institutional Facilitation
Technologies (NIFT). NIFT serves as the witness of all digitally signed
documentation made through e Service.
step5.
Apply for a national tax number (NTN) and register for income tax.
Time to complete:
2 days
Cost to complete:
 no charge
Name of Agency:
Comment:
Companies can check the status of their national tax number (NTN) within 24
hours of application. Since 2002, NTN are issued with a continuous valid term.
Companies no longer need to renew their NTN.

Income tax is paid on filing the return, which is due in 6 months from the end of
the company’s financial year (usually in June). In addition, the Income Tax
Department charges a fee of 2% for the workers welfare fund at the time of its
income tax assessment. The company is also supposed to act as a tax withholding
agent for the state and deduct and deposit tax on most payments made in
connection with its business activities. For this purposes, the company must file
monthly returns with the tax authorities.

Every company must obtain the NTN by providing proof of registration, the
memorandum and articles of association, the bank account number, the NTN of
its directors, and an attestation of the registered business address. All required
documents must be submitted to a station by a Class-I of Gazette Officer or an
officer of a bank. A company can start its business activities without first
obtaining the NTN, but the number is generally required by all the registering
authorities: Chambers of Commerce, the Import-Export Regulatory Authority, the
utility authority, and the like. The NTN branch (centralized for the entire country)
at Islamabad allots a uniform number. The required form, along with the duly-
verified documents must be submitted to the same NTN Center after the company
is incorporated. The center quickly processes the application and issues the NTN
in a week. The certificate is sent to the applicant’s registered address. If it is not
delivered at the postal address, it can be obtained from the NTN center over the
phone, and its status is communicated instantly. If undelivered, the NTN
certificate can be collected from the specified office of the Central Board of
Revenue (distinct from the NTN Center).
step6.
Register for sales tax
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The facility of electronic filing of the Sales Tax return has also been made
available, amongst others, to private and public limited companies. From July 1st
2008, electronic filing has been made mandatory for all categories of taxpayers.
The procedure for e-filing has been laid down in the Sales Tax General Order
No.4/2007.A registered person shall obtain a unique identifier, PIN code and a
secure password by visiting the Federal Board of Revenue’s (FBR’s) web portal
at e.fbr.gov.pk. Such person can then file the return by selecting declaration “sales
tax” from the web portal. The return data shall be filled in a web form and directly
transferred to the FBR’s server.

Payment can be made by selecting either of two options provided here in below:

(i) Payment Challan: This option is to be utilized by persons who want to deposit
tax amount in a branch of National Bank of Pakistan (NBP) which is not online
with FBR. The payment challan shall be printed and taken to the bank where
payment shall be made and CPR No. shall be obtained. This number shall be fed
in the System using the ‘Feed CPR’ button.

(ii) e-Payment: This option can be availed by persons opting to deposit the tax
amount in an NBP branch which is online with the FBR server. After verifying
the return, e-Payment button can be clicked and a payment slip number shall be
generated which can be taken to the bank and the amount deposited against the
same. The bank shall accept the payment and provide an acknowledgement.

The application for registration may be submitted electronically on Form STR-1

as well as either through post or courier services to Central Registration Office
(CRO). The Application can also be sent to the Local Registration Office (LRO)
in the form of a hard copy. The LRO after proper scrutiny of the documents and
any necessary editing of the Application and particulars electronically forwards
the application to CRO.

All the columns of the Forms have to be duly filled in as per instructions given
with the Form.

After verification, the CRO will issue a Registration Certificate bearing

registration number and mail the same to the Registered Person, on a prescribed
Form (STR-5)

The CRO normally verifies the contents from the data available with it, but has an
authority to get an enquiry conducted through LRO, to verify contents of
declaration by a person. The CRO may reject the application within fifteen days
from the date the complete application is received in the CRO, under intimation to
the applicant, specifying the reasons for such rejection.
 Documents required for private/public Ltd. company:

Any seven or more persons associated for any lawful purpose may, by subscribing their
names to the Memorandum of Association and complying with the requirements of the
Companies Ordinance, in respect of the registration, form a public company, and any two
or more persons, so associated may, in like manner, form a private company.

• The first step is to seek availability of the proposed name from the concerned
Registrar or from SECP's website at www.secp.gov.pk
• Documents required to be filed for incorporation of private/public limited
company include:
o Four copies of Memorandum of Articles of Association along with one
copy duly affixed with the special adhesive stamps of the required value
o Form 1 (Declaration of compliance with requirements of the Companies
Ordinance, 1984)
o Form 21 (Notice situation of registrar of the company)
o Form 29 (Particulars of the Directors)
• Paid challan for registration / filing fee according to Sixth Schedule of the
Companies Ordinance, 1984, deposited in the corporate branches of Habib Bank
Limited.
• Form 27-28 (List / consent of Directors in case of public limited company)
FORM 1

THE COMPANIES ORDINANCE, 1984

(Section 30(2) and rule 4)

DECLARATION OF APPLICANT FOR INCORPORATION

Please complete in typescript or in bold block capitals.

1. Name of the Company

2. Presented by

3. Fee Paid (Rs.) Name & Branch of

the Bank

Day Month Year

4. Receipt No. Date

(Bank Challan to be attached in original)

5. Declarant’s Name &

Designation

6. Declarant’s Father Name

7. Profession/ Designation Advocate entitled to appear before a High Court/ Supreme Court/ Chartered
(delete the portion not Accountant/ Cost & Management Accountant practicing in Pakistan engaged in the
applicable) formation of this company/ a person named in the articles as Director/ Officer of the
proposed company.

8. Declaration I do hereby solemnly and sincerely declare that:

a) I am the above named declarant;
b) all the requirements of the Companies Ordinance, 1984, and the rules
made there under in respect of matters precedent to the registration of the said
Company and incidental thereto have been complied with and
c) I make this solemn declaration conscientiously believing the same to be
true.
 
9. Signature of Declarant

10. N.I.C No. of Declarant

11. Signature of Witness

12. Name and Father’s Name

of the witness

13. N.I.C No. of the witness

14. Address of the witness

Day Month Year

15. Date
Details of the registration offices
CRO ISLAMABAD

Mr. Mubasher Saeed Saozai

Additional Registrar

9218528
Tel: +92-51-
Email: mubasher.saeed@secp.gov.pk

CRO KARACHI

Mr. Sidney Custodio Pereira

Joint Registrar
CRO, Karachi

Tel: +92-21-9213272
Email: sidney.pereira@secp.gov.pk

CRO LAHORE

Mr. Shahbaz Sarwar

Joint Registrar

Tel: +92-42-9200274
Fax: +92-42-9202044
Email: shahbaz.sarwar@secp.gov.pk

CRO FAISALABAD

Mr. Mahboob Ahmed

Joint Registrar

Tel: +92-41-9220284
Fax: +92-41-9220152
Email: mahboob.ahmad@secp.gov.pk

CRO MULTAN

Mr. Iftikhar Hassan Naqvi

Deputy Registrar

Tel: +92-61-9200920
Email: iftikhar.hasan@secp.gov.pk
Cro PESHAWAR
Mr. Saeed Ullah Khan
Joint Registrar

Tel: +92-91-9213178
Email: saeedullah.khan@secp.gov.pk

CRO QUETTA

Mr. Muin-us-Sami
Assistant Registrar

Tel: +92-81-2844136
Email: msami@secp.gov.pk

CRO SUKKUR

Mr. Iftikhar Hassan Naqvi

Deputy Registrar

Tel: +92-71-5630517
Email: iftikhar.hasan@secp.gov.pk