Incorporating a Public Limited Company

A public company has no cap on membership and, unlike a private company, can invite the public to subscribe for its shares, debentures, or redeemable capital. This guide covers the incorporation process and the additional commencement-of-business step a public company must clear before it can start trading or borrowing.

Steps

  1. Register as a user on SECP's eZfile portal with a valid email address and CNIC.
  2. Reserve your company name using App-1 — availability is confirmed via Annexure-A, or the name is refused via Annexure-B.
  3. Line up at least three subscribers and three directors — the minimum for a public company, with no restriction on the maximum number of members and no restriction on transfer of shares.
  4. Prepare your Memorandum and Articles of Association, setting the principal line of business, registered office address, and authorized/paid-up share capital; eZfile auto-generates these documents. 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. File Form-1 (Application for Company Incorporation) under Section 16, attaching CNIC copies of all directors and subscribers.
  6. Digitally sign, pay the incorporation fee (reference: Seventh Schedule), and submit — SECP issues a Certificate of Incorporation (Annexure-C) with your CUIN.
  7. 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 — this is also the "minimum subscription" a public company must confirm before commencing business. 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.
  8. Before commencing business or exercising any borrowing powers, comply with Section 19 — a public company having share capital must file the required declaration confirming matters such as minimum subscription, before it may lawfully start trading. Section 20 sets out the penalties for non-compliance, so don't skip this step even though incorporation itself is already complete.
  9. 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 §19 Section 19 — Commencement of business by a public company §20 Section 20 — Consequences of non-compliance of section 19 §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(40) memorandum §2(50) promoter §2(51) prospectus §2(52) public company §2(57) registrar
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