How to Register a Company in Pakistan with Foreign Directors?

How to Register a Company with Foreign Directors in Pakistan?

HOW TO REGISTER A COMPANY WITH FOREIGN DIRECTORS IN PAKISTAN?

Pakistan has become an important foreign investment post in the Asian region due to its most liberal foreign investment policy. Government of Pakistan has announced several benefits for making foreign investment in Pakistan, including the liberty of repatriating the profits to foreign country where the foreign investor permanently resides. In order to enjoy the benefits foreign investors are required to register a company in Pakistan. This can be done so by registering an independent or subsidiary of foreign company. Interesting to note that foreign company can be registered in all sectors of the economy including the IT Sector, Fintech etc.

Noteworthy that Government of Pakistan has also offered several benefits in different sectors. For example in order to promote and boost the IT sector in Pakistan, the government upon certain terms and conditions has offered complete income tax exemption to IT companies. This means that if IT Sector Company generates income in Pakistan from software export or other allied services, compete income tax exemption is available upon such income received in Pakistan.

There are 2 types of Company in Pakistan which can be incorporated with the Securities & Exchange Commission of Pakistan (SECP):

  • Single Member Company (Maximum one shareholder, minimum one director)
  • Private limited (Minimum two shareholders and maximum 50 shareholders, minimum of two directors

Irrespective of the above, it is recommended that Foreign Company should opt to register as a Private Limited Company in lieu of recent policy that requires that atleast one local Pakistani director with minimum 1% share must be introduced in a Foreign company.

List of required documents/ information

The following documents/information are required to be submitted with the SECP for incorporation.

  • Proposed Name of the company
  • Principal Line of Business defining the scope and object
  • A correspondence address in Pakistan
  • Name of shareholder(s), Director(s) and Chief Executive along with their copies of passport in case of a foreigner or CNIC/NICOP in case of Pakistani
  • Detail of shares to be subscribed by each shareholder
  • Undertaking by the foreign shareholders and directors on the prescribed format.
  • In case foreign director(s) or shareholder(s) are in Pakistan, copy of valid visa and in any other case the undertaking must be attested through Pakistani High Commission in the foreign country and must be counter attested by the Foreign Affairs Office in Pakistan.
  • Documents related to a foreign company (in case if Subsidiary of Foreign Company is required to be registered)
    • Profile of the company
    • Detail of its directors, their nationality and country of origin
    • Board Resolution (Approval of investment in a local Subsidiary Company)
    • Articles of association
    • Memorandum of association
    • Certificate of incorporation

All documents/information collected regarding the foreign company should be filed with the registrar after they have been:

  • Certified to be true by the public officer in the country where the company is incorporated/ Notary public of the country where the company is incorporated/ an affidavit of a responsible officer of the company in the country where the company is incorporated.
  • Authenticated by a Pakistani diplomatic consular or consulate officer

Upon submission of these documents to the SECP, the SECP shall issue a certificate of incorporation and a National Tax Number (NTN) will be issued to the company at the time of incorporation.