The entire world is gradually drifting towards one global market without any trade barriers between the countries. A small unincorporated organization led by few partners cannot think of growth on large scale without corporatizing itself. Corporatization is the need of the hour. Corporatization has its own advantages such as Limited Liability, Perpetual Succession, Transferability of shares, easy access to funds etc.
How to Register a Private Limited Company, in Pakistan under the Companies Act, 2017
Process of registering a private limited company is not being so difficult, government have made CROS and registrar’s office in different provinces and according to the procedure given in Companies Laws by following it we can registered our company by giving the said fees of it given there in, rules of Securities & Exchange Commission of Pakistan should be followed to. 
The Companies Act, 2017 strictly lays down that no company shall be formed for the acquisition of gain through its mode of business unless it is registered as a company under the ‘Act’. Hence any person who shall do so in contravention of the provisions of the ‘Act’ shall be liable for the payment of fine and also for all the liabilities incurred in the business. Company Registration Offices. (CRO’s) For the convenience of the general public and the promoters of companies, Securities & Exchange of Pakistan (SECP) has established seven company registrations offices (CROs) at Islamabad, Karachi, Lahore, Peshawar, Faisalabad, Multan and Quetta. The main function of the CROs is to provide services and guidance in connection with the registration of new companies and also to ensure that their directors comply with the statutory requirements as provided under the Companies Act, 2017.
PROCEDURE
Promoters of the company have to incorporate certain documents before going for registration, certain essentials are given below:
Availability of name:
The procedure for the registration of a private limited Company starts from filling of Application for the availability of the company name (must be proposed 3 names) accompanied with original challan fee payment of Rs.1,000 (Offline) Rs.500 (Online) .
After receiving an application by registrar, they will issue a certificate of availability of the name of company within 2 days if he thinks fit about that name and it is in non-compliance with any other company name, nor harm or prejudice any sect or on religious grounds affect anyone. The name shall be reserved for 90 days from the receiving of the certificate of the availability of name. On failure of the promoters to get the company registered within 90 days from the receipt of such certificate, the Registrar may allocate such name to any other applicant seeking the same name.
Submission of Documents:
After getting the Certificate of availability of Name, the following documents would be filed either online of physically in the office of Securities & Exchange Commission of Pakistan:
Memorandum & Article of Association
Form 1
Form 21
Form 29
Authority Letter in favor of one Director for authorization to sign all documents.
Authority Letter in favor of authorized representative to collect the Incorporation Certificate from SECP Office
Memorandum & Article of Association
Memorandum & Article of Association in which the following details must be given:-
The promoters of the company prepare the memorandum of association.
It is the most important document of the company.
It is the charter of the company and defines its powers and states its objectives.
The mandatory contents of the memorandum of association are as follows:
Registered Office Details
This clause must state the address details of the company offices.
Object Clause
This is the most important part of the memorandum of association and is to be worded immensely carefully. A company cannot legally take up any business that is not authorized by its object clause. The object clause cannot contain any thing contrary to the provisions of the Companies Ordinance, 1984.
Liability Clause
The clause must include whether the company is limited by share or guarantee. The effect of this statement is in the event if the company is wound up, the members of the company will not be liable to contribute more than the amount, if any, unpaid on their shares, in case of a company limited by shares.
Share Capital Clause
The following information is provided in this clause,
- a) The amount of share capital with which the company is formed and registered.
- b) The division of share capital into shares of fixed amounts.
The memorandum of association must be signed by the subscribers i.e. the first members of the association.
Form – 1
Form1 is to be submitted for Declaration of applicant for compliance.
Form – 21
Form-21 is required to be filed for notice of situation of registered office of the company)
Form – 29
Form-29 is required to be filed for Particulars of first directors of the company. Later on, the same form shall be filed for the appointment of auditor, legal advisor and Chief Executive Officer.
Authority Letter in favor of director
The Authority Letter shall be prepared in favor of one Director for authorization to sign all documents.
Authority Letter in favor of Authorized Representative
The Authority Letter in favor of authorized representative to collect the Incorporation Certificate from SECP Office
Documents and information are require to prepare the aforesaid documents:
Company Name
Office Address
Company Objectives
Phone Number
Mobile Number
Email ID
Website If any
Directors names with their CNIC
Authorized Share Capital
Paid up share capital
Shares breakup value
Share holding
Issuance of Incorporation Certificate
The aforesaid documents will be submitted in the office of SECP and after examination of the documents, Incorporation will be issued by Securities & Exchange Commission of Pakistan, within 10 working days (Approx.). However, if the officer of the Authority found any error, discrepancy, he will inform the authorized officer and after fulfillment of all discrepancies and compliances, the Incorporation Certificate will be issued by the Authority.
FEE STRUCTURE
| ONLINE | OFFLINE | |
| Availability of Name | Rs.500 | Rs.1000 |
| Capital | ||
| Capital fee depends upon the amount fix for the Capital for instance:
For registration of a company whose nominal share capital does not exceed 100,000 rupees,
|
Rs.1000 |
Rs.2000 |
| For registration of a company whose nominal share capital exceeds 100,000 rupees, the additional fee to be determined according to the amount of nominal share capital as follows, namely:
For every 100,000 rupees of nominal share capital or part of 100,000 rupees, up to 10,000,000 rupees, |
Rs.500 |
Rs.1000 |
| For every 100,000 rupees of nominal share capital or part of 100,000 rupees, after the first 10,000,000 rupees, up to 5,000,000,000. |
Rs.400 |
Rs.750 |
| Certified Copy of the Memorandum and Article of Association | Rs.250 | Rs.500 |
| Filling Fee depend upon the amount fix for the Capital |
Post Compliances of Private Limited Company
Appointment of CEO of the Company
First Chief Executive Officer should be appointed at the time of incorporation incorporation of the Company. In this regard, The details of CEO should be given in Form 29 which to be filed along with the other documents at the time of incorporation.
Appointment of First Auditor
First Auditor should be appointed within 60 days from the date of Incorporation of the Company. After appointment of Auditor, the Company shall file Form 29 within 14 days.
Appointment of Legal Advisor under the Companies (Appointment of Legal Advisers), Act 1974.
If the paid up capital of the Company is more than Rs.75,00,000 (Seven and half Million) (7 and half Million paid capital is inserted by the Companies (Appointment of Legal Advisers)(Amendment) Act, 2017, the Company shall appoint a legal advisor and the appointment of legal advisor is required to be notified to the SECP by filling Form 29 as and when company’s paid up Capital reaches more than Rs.75,00,000 (Seven and half Million).
First Annual General Meeting
The first annual general meeting is required to be held within 18 months from the date of incorporation of the Company and thereafter in each calendar year within 4 months from the close of annual accounts and not more than 15 months after
the holding of last preceding annual general meeting.
Consequently Form-A is to be file with the registrar within 30 days.
The first election of directors is to be conducted at the first annual general meeting. Re-election should take place every three years.
An annual return prescribed on Form-A is required to be filed with the registrar at the end of each year.
Please note that the annual general meeting is required to be held for presentation of annual audit accounts before the members, appointment of auditor, election of directors and declaration of dividend if any.
NOTE
This information provided in the article do not constitute legal advice and are not intended by the author.
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