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In Pakistan, legal matters seem so complicated that we are forced to pay hefty amounts of fees to professionals whose businesses thrive on the lack of awareness of the general public.
I recently got my startup incorporated without having to deal with or wasting my money on these so-called ‘professionals’. This Article explains the process of registering a company with SECP.
SECP E-Services Portal
This guide is for people who wish to complete the incorporation process online, which costs 50% less then offline. For the entire incorporation process you shall be using the SECP eServices Portal.
THE INCORPORATION PROCESS
The process of incorporating a company in Pakistan includes five basic steps. Each of these steps are explained below with their specific requirements.
STEP 1: COMPANY NAME RESERVATION
- First use SECP’s Company Name Search to check if your proposed name is available.
- Log in to your eServices account. The only process available for you on this page is Company Name Reservation.
- Start the process and fill out the details. To complete this process you will need to make a payment of Rs. 200 either online via credit card or offline in the chosen bank.
- Refer to this Company Name Reservation Guide by SECP for more information
Be very sure about choosing the company kind.
- Private Limited Company needs at least two directors.
- Single Member Company needs at least one director and a secretary.
- You will receive an email at your registered email address in about two to three days if your name reservation is successful. If there is any objection then you may need to repeat the first step.
- Your company name will be reserved for a period of 90 days. You can either pick up the Company Name Reservation Certificate from the concerned Company Registration Office (CRO) on the next working day or it will be delivered to your address in 2 – 4 days.
STEP 2: DOCUMENTS OF INCORPORATION
You will need to file the following documents during the process of incorporation.
Start drafting your Memorandum and Articles of Association at the same time as you send off your name availability application.
Memorandum of Association
Memorandum of Association contains the fundamental conditions upon which the company is allowed to operate. It is the document that governs the relationship between the company and the outside. It is one of the most important documents and must be drafted with care.
Sample Memorandum according to nature of business are available at this link. If you do not find the sample for your business then you may need to hire a professional lawyer to draft those for your particular business. The contact of my recommended lawyer who has experience with startups is listed at the end.
Articles of Association
Articles of Association along with the Memorandum of Association forms the company’s constitution, defines the responsibilities of the directors, the kinds of business to be undertaken and the means by which the shareholders exert control over the board of directors.
For your ease, you may use a single page Articles of Association available at this link.
Form 1, Form 21 & Form 29
FORM 1: Declaration of compliance with the requirements of the Companies Ordinance, 1984
FORM 21: Notice of situation of registered office of the company
FORM 29: Particulars of Directors and Officers including the Chief Executive, Secretary etc.
All forms are available at this link.
Note: When using eServices you only need to upload the following documents in PDF format.
- Memorandum of Association
- Articles of Association
- Scanned version of CNICs of the Directors
- Scanned Receipt of Bank Deposit (In case of Offline Payment)
Form 1, Form 21 & Form 29 are automatically generated from the details you enter in the Form of Incorporation.
This is where you fill out the details and upload the documents.
STEP 3: DIGITAL SIGNATURES
When you are incorporating your company through eServices, the witness to your documents will be NIFT and you will need to obtain a digital certificate from NIFT for each director of the company in order to electronically sign all the documents including Memorandum, Articles and other forms. After getting Name Reservation Certificate from SECP, you will have to send the application to NIFT in order to obtain digital certificates.
Instructions for obtaining and installing digital certificates are available here. If you run into any problem then contact NIFT help line. They are very helpful.
Sign the documents using the eServices portal and proceed to the next steps.
STEP 4: FEE OF INCORPORATION/FILING
OFFLINE PAYMENT: You will have to upload the deposit receipt before you can submit the process.
ONLINE PAYMENT: After completing the previous steps, you will have to submit the process and then it will appear in the online payment section of eServices from where you can make the online payment.
NOTE: Please keep the offline payment receipt in a safe place or print the online receipt. You will need it for step 5.
STEP 5: CERTIFICATE OF INCORPORATION
You might receive an email if an objection arises. Make the required correction and submit the concerned form again through eServices Portal. SECP will take about seven working days to complete the process if there is no objection and you will receive a confirmation email regarding successful incorporation of your company including the incorporation number.
You can pick up the Incorporation Certificate from the concerned Company Registration Office (CRO) by showing a copy of the payment receipt or it will be delivered to your registered address after seven working days.
- eServices Guide
- eServices FAQ
- SECP Incorporation Fee Calculator
- SECP Schedule of Fees.
- NIFT Digital Certificate Information
- NIFT Digital Certificate Application Form
- Sample Memorandum of Association & Articles of Association
- List of SECP Company Registration Offices (CRO)
Recommended Law Firms
This article first appeared at the JustPrice Blog.
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