We at Zee Marketing help our corporate clients who want to do SECP company registration. We have experienced team of lawyers who know how to deal with the government agencies like SECP.

Introduction

Company registration with SECP is the first step in setting up your dream business, as it is a preferred form of business. In this article, we will discuss how you can register your company with SECP.

In Pakistan, the law that governs the company registration/incorporation is the Companies Act 2017 (the Act). The Act provides details about the formation of a company and running the company. Currently, the power to register a company is with the concerned Company Registration Office (CRO) in the area. CROs work under the Securities & Exchange Commission of Pakistan (SECP). SECP regulates the formation of companies, their compliance, and monitoring and grants licenses for licensed businesses. At present, the CROs are providing services at Islamabad, Karachi, Lahore, Peshawar, Quetta, Multan, Faisalabad, and Gilgit.

Status of Your Company

Once you have decided to register a limited liability company in Pakistan, the first decision you need to take is about its status. Either you can choose a private company or a public company. If you want to keep the business within the close circle of family or friends, a private company is a good choice. Whereas, if you plan to expand the business in the future, with public investment, then your choice must be a public company. For a private company, there must be at least two persons (but not more than 50) and for a public company at least three persons will have to join hands and there is no upper limit.

Name of Your Company

Once you have decided about the status of the company, then you will have to choose a name for the proposed company. For choosing a name for the proposed company, at first, you will have to confirm whether the proposed name is available or not. Click here to learn more about the company name search.

If your chosen name does not appear in the results, it means that the name may be available for registration of a company. Yet, the final decision about the availability of the name is of the registrar.

The next step is to file an application for reservation of name in which you can mention three names, in order of priority. Upon confirmation, you will have to file all the relevant documents for the incorporation of the company.

In order to submit the documents to the concerned CRO, two options are available. You can either file the documents online or submit them in physical form, at your choice. However, online filing is a cheaper and convenient option.

Filing Documents for Company Registration

Upon receiving confirmation of the availability of the name, you will have to register that company within 60 days. If you fail to register the company within the given time, the name shall not be available anymore. The documents required for company incorporation are identity documents of the promoters, a Memorandum of Association, Articles of Association Form 29 and Form 21, and a declaration.

Memorandum of Association

Memorandum of Association is the constitutive document of the company, containing information about the name of the company, its main business. Moreover, it contains the name of the province in which its registered office will situate, authorized capital, and limit of liability of the members. There are five main clauses of the Memorandum, given below:

Name Clause

First of all, in clause 1 you will mention the name of the company including, within parenthesis “Private” or “Pvt.” and the word “Limited” if it is a private limited company. While, in the case of a public company, only the word “Limited” is enough after the name. Example: ABC Limited or ABC (Pvt.) Limited.

Registered Office Address Clause

Secondly, in clause 2 you will mention the province name or the Islamabad capital territory, where the registered office of a company will situate.

Business Clause

In clause 3 you will mention the main business of the company i.e. Principal Line of Business of the company. This will depend on the proposed business activities.

In this clause, under sub-clauses, you will mention that the company may undertake any other lawful business.

Further, there must be a clause that the company shall not undertake certain businesses that require a license by the relevant authorities. Besides, you will mention that company will not undertake any prohibited and illegal business activities.

Further, you will mention that the company will not launch any Ponzi schemes, multilevel marketing or pyramid schemes, and any kind of lottery business.

Liability Clause

In clause 4 you will mention that the liability of the members is limited.

Capital Clause

Lastly, Clause 5 will contain the amount of Authorized Capital and the number of shares and value of each share. Authorized Capital is the capital for which a company may issue shares to its members. If we take an example of a loading vehicle, the Authorized Capital is the loading capacity and Paid-up capital is the actual load on the vehicle.

This means that for future business expansion you can mention a greater amount of authorized capital. Whenever additional capital is required, the company can issue shares within the limit of Authorized Capital.

Articles of Association

Equally important is the Articles of Association, a document that governs the internal business procedures of the company. It provides legal guidelines on how the company will run its business as an organization. It includes many things like the number of directors, procedures for their election, and their powers and duties. Further, it provides the procedure for issuance and transfer of shares, holding meetings, books of accounts, audit, dividend payments. Most importantly, this document must be in compliance with the Act to be valid.

Subscription Page

Most importantly, both Memorandum of Association and Articles of Association shall be signed by all the promoters. This is a separate page containing a table, mentioning names, family name, nationality, residential address, and occupation. Lastly, it provides information about the number of shares subscribed by the proposed.

Form 29

This is the most important form that a company files with the concerned CRO. Through this form, the company informs the CRO about the appointment, resignation retirement of the officers, auditors, or legal advisor through Form 29. Officers of the Company are director, chief executive, chief financial officer, company secretary, or other authorized officer of a company. Please note that you will submit a Form 29 in case of a change of any officer, auditor, or legal advisor or any change in their particulars. The deadline for the submission of Form 29 is 15 days from the date of the change. However, at the time of registration/incorporation, Form 29 will include the name of the Chief Executive.

Form 21

This form contains the complete address of the company’s registered office, its email address, phone number, and fax numbers. The registered office of a company is the principal office of the company for all correspondence with outsiders.

Declaration

Lastly, to confirm the truthfulness of the information and contents of the documents, one of the promoters will sign a declaration.

Fees

Lastly, you will have to submit the prescribed fee for Incorporation. The fee for incorporation is based on the amount of Authorized Capital. A higher amount of Authorized Capital will require a higher fee. Besides, there is a fee for the submission of the forms with the application for incorporation.

Incorporation

Once the concerned officer at the CRO satisfies himself, he will issue you a Certificate of Incorporation. The certification will mention the name of the company, date of Incorporation, a Unique Identification Number (UIN), and fees charged. This will be conclusive proof that your company registration process is complete.

Please contact Zee Marketing if you need a corporate lawyer to do this SECP company registration on behalf of you.

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