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Board of Investment
Government of Pakistan

Company Registration

Forms of Business

Company Registration

Required Documents

Foreign Companies

Liaison Offices

Cost of Doing Business

 

Forms of Business
There are three main forms of business:
(a) Sole Proprietorship
(b) Partnership
(c) Company

 

Sole Proprietorship
In a sole proprietorship, an individual on his/her own account carries out the business or profession. No formal procedure or formality is required for setting up a sole proprietary concern.

 

Partnership
A partnership is a business relationship entered into by a formal agreement between two or more persons or corporations carrying on a business in common. The capital for a partnership is provided by the partners who are liable for the total debts of the firms and who share the profits and losses of the business concern according to the terms of the partnership agreement.

Partnerships (other than banking companies) are generally limited in size to twenty partners. The interest of a partner is transferable only with the prior consent of the other partner(s). However, a partner's right to a share of the partnership income may be received in trust for another person.

For taxation purposes, partnerships are classified into:

(i) Registered Firms
(ii) Unregistered Firms

The income of the registered firm is subject to Super Tax before distribution to the partners. Also the individual income of the partners is subject to income tax at the usual rates.

For unregistered firms, income tax is levied on the firm's income and the partners are not liable to pay tax on the shares of profit received from the unregistered firm(s).

 

Company
A company is a legal entity formed under the Companies Ordinance, 1984. It can have share capital or can be formed without share capital.
A company having share capital may be formed as:
(i) A company limited by shares.
(ii) A company limited by guarantee.
(iii) An unlimited company.

 

Company Limited by Shares
The liability of its members is limited to the extent of their shares in the paid-up capital of the company. These companies may further be classified as public limited and private limited companies.

Public Limited Companies can be formed by at least seven persons by subscribing their names to the 'Memorandum and Articles of Association' of the company. The word 'Limited' is used as the last word of its name.

Private Limited Companies may be formed by at least two persons by subscribing their names to the 'Memorandum and Articles of Association' of the company. A private limited company, by its Articles of Association:

(i) Restricts the right to transfer its shares;
(ii) Limits the number of its members to fifty; and;
(iii) Prohibits any invitation to the public to subscribe for shares or debentures of the company.

A private limited company is required to use the words "(Private) Limited" as the last words of its name.

 

Company Limited By Guarantee
Means a company having the liability of its members limited by memorandum to such amounts as the members may respectively undertake to contribute to the capital of the company in the event of its winding up. A company limited by guarantee is usually formed on a 'non profit basis'. Companies limited by guarantee use the words (Guarantee) Limited" as the last words of their name.

 

Unlimited Company
Means a company having unlimited liability of its members.  

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Company Registration

Mode of Forming Companies

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.

Prior approval of the ministries (which regulate their respective functions) noted against each category of the following specified nature of companies is required before incorporation of such companies.

(1) Banking Company

Ministry of Finance/State Bank of Pakistan.  
(2) Insurance Company Ministry of Commerce.  
(3) Investment Finance Company (Investment-Bank) (i) Ministry of Finance. 
(ii) State Bank of Pakistan.  
(4)    Leasing Company Securities and Exchange Commission of Pakistan.  
(5) Venture Capital Company Securities and Exchange Commission of Pakistan.  
(6)    Asset Management Company Securities and Exchange Commission of Pakistan.  

A company which invests in any of the following industries  
(i) Arms and Ammunition Ministry of Industries/Board of Investment.   
(ii) Security Printing, Currency and Mint. Ministry of Industries/Board of Investment.   
(iii) High Explosives. Ministry of Industries/Board of Investment. 
iv) Radio Active Substances Ministry of Industries/Board of Investment.   
 Availability of Name of the Company

The first step with regard to incorporation of a company is to confirm the availability of the name of the proposed company from the concerned registrar on payment of a fee of Rs.100, The name should not be inappropriate, deceptive or designed to offend the religious sensibilities of the people, and it should neither be identical nor have a close resemblance to the name of any existing company.

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Required Documents

A foreign company incorporated outside Pakistan, is required to submit the following documents to the concerned agencies within 30 days of establishing presence in Pakistan:

  1. A certified copy of the charter, statute or Memorandum and Articles of the company, in English or Urdu, accompanied by prescribed Form 38;
  2. Address of the registered or principal office of the company on Form 39;
  3. A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40;
  4. Particulars of the principal officer of the company in Pakistan on Form 41;
  5. Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company on Form 42;
  6. Address of the principal place of business in Pakistan of the foreign company on Form 43 (Section 451)

Any change or alteration in particulars stated at serial No. 1 to 6 above is required to be filed on Form 44 with the registrar concerned within 30 days of such change or alteration (section 452); and  

Foreign company is required to file annually with the registrar concerned annual accounts in respect of its operations within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and particulars of places of business of the company in Pakistan within the prescribed period (Section 453).

Foreign company is required to give notice on Form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province or provinces in which such place or places of business are situate

 

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FOREIGN COMPANIES

Foreign Company

A Foreign company, i.e. a company incorporated outside Pakistan, is required to deliver the following documents to the concerned Registrar within 30 days of the establishment of its place of business in Pakistan:

(i) A certified copy of the charter, statute or Memorandum and Articles of the company in the English or Urdu languages accompanied by prescribed Form 38;

(ii) Address of the registered or principal office of the company on Form 39;

iii) A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40;

(iv) Particulars of the principal officer of the company in Pakistan on Form 41;

(v) Particulars of person(s) resident in Pakistan authorised to accept services on behalf of the foreign company on Form 42;

(vi) Address of the principal place of business in Pakistan of the foreign company on Form 43 (Section 451

 

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LIAISON / BRANCH OFFICES

OPENING OF LIAISON / BRANCH OFFICES OF FOREIGN FIRM

(I) Foreign companies that intend to undertake export activities in Pakistan will be registered without any formality.

(II) Permission to companies engaged in contractual obligations of contracts with public sector entities will be granted on production of valid documents without circulating to government departments,

(III) For companies that wish to open their branch/ liaison or representative offices in Pakistan may apply to BOI for permission on prescribed form. The BOI will process and decide such cases within a period of 6 to 8 weeks

(IV) Details on the required documentation, etc, are available at all offices of BOI. a specimen of the application for permission to establish branch/ liaison office by foreign companies is presented in Annex-XXI

(V) Permission for opening of branch/ liaison office may be granted by the BOI for a period of 3 to 5 years. Further extension will be granted by the BOI after reviewing and examining the past performance of foreign companies. Request for renewal or extension will be processed by the BOI with two weeks provided the requests are supported with complete documentation.

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