Incorporating a Private Limited Company

A private limited company is Pakistan's default vehicle for a business with more than one owner — it restricts share transfers, caps membership at 50, and cannot invite the public to subscribe for its shares. This guide covers the name reservation and incorporation process for a private company with two or more subscribers.

Steps

  1. Register as a user on SECP's eZfile portal with a valid email address and CNIC (or passport, for a foreign subscriber).
  2. Reserve your company name using App-1 — SECP confirms availability (Annexure-A) or refuses it (Annexure-B) if the name is identical or deceptively similar to an existing one.
  3. Line up at least two subscribers and two directors, who may be the same two people — this is the minimum for a private company, whether local or with a foreign national/company as subscriber.
  4. Prepare your Memorandum and Articles of Association, setting the company's principal line of business, registered office address, and authorized/paid-up share capital; eZfile auto-generates these once the required details are entered. You are not required to write these from scratch — see the guide to registering or relying on Table A for what has to be in your articles and what the Act fills in by default.
  5. If a subscriber is a foreign national, attach their passport, biodata, and photographs plus an undertaking; if a subscriber is a foreign company, attach its certificate of incorporation, a Board resolution on proposed shareholding, its latest annual return, and its charter/memorandum & articles (certified or apostilled).
  6. File Form-1 (Application for Company Incorporation) under Section 16, attaching CNIC copies of all directors and subscribers.
  7. Digitally sign the application and pay the incorporation fee (reference: Seventh Schedule), calculated by eZfile from your paid-up capital.
  8. Once approved, SECP issues your Certificate of Incorporation (Annexure-C) with your CUIN.
  9. Within 30 days of incorporation, make sure every subscriber pays their subscription money in cash through a banking channel, as required under Section 17(2) of the Act. Once received in full, issue share certificates to the subscribers — physical or book-entry. If anything prevents timely receipt, report the impediment to the registrar within the same 30 days and follow their direction.
  10. Complete third-party registration with FBR, EOBI, and PESSI/SESSI as applicable.

Sections involved

§16 Section 16 — Registration of memorandum and articles §17 Section 17 — Effect of memorandum and articles §21 Section 21 — Registered office of company

Forms you'll need

App-1 App-1 — Application for Reservation of Name for New Incorporation or Change of Name Form-1 Form-1 — Application for Company Incorporation Annexure-A Annexure-A — Availability of Name Annexure-B Annexure-B — Refusal of Name Annexure-C Annexure-C — Certificate of Incorporation

How to file a form

New to SECP's eZfile / LEAP portal? See the step-by-step filing guide →

See Important Definitions

Key terms from Section 2 (Definitions) of the Companies Act, 2017 (and, where noted, the LLP Act, 2017) that matter for this task.

§2(3) articles §2(17) company §2(40) memorandum §2(49) private company §2(50) promoter §2(57) registrar
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