IWhen clients call
Services / 09 — Corporate & secretarial
The filing nobody made is the one that surfaces years later.
Company and branch registration, SECP filings, statutory registers, share and director changes, charges and restructuring — for Pakistani companies and for foreign entities establishing here.
Corporate compliance is invisible when it works. It becomes visible during due diligence, when a bank asks for the register, when a share transfer cannot be evidenced, or when penalties have quietly accumulated against a company that thought it was dormant.
Filings overdue?
Overdue SECP filings are almost always cheaper to regularise than to leave. Tell us how far behind the company is and we will establish the position and the exposure before anything is filed.
We are incorporating and do not know which structure to use.
Private company, single-member company, AOP or partnership — the choice affects tax, liability and how easily you can bring in investment later.
We are a foreign company and need a presence in Pakistan.
Branch, liaison office or a locally incorporated subsidiary. They are not interchangeable, and the right one depends on what you intend to do here.
Our annual filings are years behind.
Regularisation is routine. The exposure is usually smaller than the fear, and it gets worse only with time.
Shares are moving and nobody has documented it.
Transfers evidenced only by a bank payment and a conversation cause real problems in diligence.
A bank wants to register a charge over our assets.
Charge registration is time-bound. A late or unregistered charge affects the lender's security and can hold up drawdown.
A director has resigned and we do not know what to file.
Changes to directors, officers and registered office carry filing obligations with defined timelines.
We are restructuring the group.
Object clause changes, capital alteration, mergers and amalgamations — with the tax consequences considered at the same time, not afterwards.
The company is dormant and we want to close it properly.
Leaving a company unfiled is not closing it. Penalties continue to accrue against the directors.
IIWhat we do
Scope of the corporate practice
Company law compliance under the Companies Act 2017, with legal support from our Director — Legal Affairs where a matter needs it.
01
Incorporation and registration
Getting the structure right at the start, because changing it later is far more expensive.
- Private and public limited company incorporation
- Single-member company registration
- Association of persons and partnership registration
- Not-for-profit and Section 42 company registration
- Name reservation and availability
- Memorandum and articles drafting
- Registered office establishment
02
Foreign entity establishment
Branch offices, liaison offices and locally incorporated subsidiaries for foreign investors.
- Board of Investment permission applications
- SECP registration of a foreign company
- Branch and liaison office establishment
- Subsidiary incorporation for foreign parents
- Permission renewals and extensions
- Documentation attestation and legalisation support
03
Statutory filings and returns
The periodic obligations that accumulate penalties quietly when nobody owns them.
- Annual returns
- Filing of audited financial statements
- Event-based filings within prescribed timelines
- Beneficial ownership reporting
- Regularisation of overdue filings
- Compliance calendars maintained per entity
04
Statutory registers and records
Maintained contemporaneously, so the record exists when somebody asks for it years later.
- Register of members and directors
- Register of charges
- Register of beneficial ownership
- Minute books and resolutions
- Share certificates and transfer deeds
- Reconstruction of incomplete records
05
Share capital and shareholding
Documented properly at the time, because diligence will test it.
- Share transfers and transmissions
- Further allotment and rights issues
- Increase and alteration of authorised capital
- Reduction of capital
- Buy-back of shares
- Shareholder agreements support
06
Directors, officers and governance
Appointments, changes and the meeting formalities that make decisions valid.
- Appointment, resignation and removal filings
- Board and general meeting convening and minutes
- Resolutions — ordinary and special
- Related-party transaction approvals
- Corporate governance compliance
- Company secretary support
07
Charges and security
Time-bound registration that affects a lender's security if it is missed.
- Registration of charges and mortgages
- Modification of registered charges
- Satisfaction of charge on repayment
- Search and verification of existing charges
- Coordination with lenders' counsel
08
Restructuring and closure
Structural change handled with the tax consequences considered alongside the legal ones.
- Alteration of memorandum and articles
- Change of name, objects or registered office
- Conversion between company types
- Mergers and amalgamations
- Members' voluntary winding up
- Striking off and dissolution
IIIWhat triggers a filing
Most corporate penalties are for filings nobody knew were due
Annual obligations are usually remembered. Event-based ones are not — because the event feels like a business decision rather than a filing.
| The event | Why it becomes a filing, and what goes wrong |
|---|---|
| A director resigns or is appointed— e.g. Form 9, Companies Act 2017 | Notification is required within a prescribed period. Missed changes mean the public record shows people who have left as still responsible — and they remain exposed. |
| Shares change hands— e.g. Form 3, Companies Act 2017 | Transfer must be executed, stamped and recorded in the register. A payment plus a verbal agreement is not a transfer, and diligence will find the gap. |
| New capital comes in— e.g. Forms 3 and 7, Companies Act 2017 | Allotment and, if the authorised capital is insufficient, an increase must be effected first. Money received before the mechanics are in place creates a position that has to be unwound. |
| A lender takes security— e.g. Form 10, Companies Act 2017 | Charge registration is time-bound. Late registration can affect the validity of the security, which is the lender's problem and rapidly becomes yours. |
| The registered office moves— e.g. Form 21, Companies Act 2017 | Notification is required. Notices served at the old address are still validly served — including from regulators and courts. |
| Beneficial ownership changes— e.g. Form 19, Companies Act 2017 | Reporting obligations apply to ultimate beneficial owners. This is an area of increasing regulatory attention. |
| The business changes what it does— e.g. Form 4, Companies Act 2017 | Activity outside the objects clause may require alteration of the memorandum, and can affect licensing and tax treatment. |
| The company stops trading— e.g. Form A still due, Companies Act 2017 | Dormancy does not suspend filing obligations. Penalties continue to accrue, and they attach to the directors personally. |
Form numbers are illustrative and may be renumbered or amended by SECP; always confirm the current form and filing period before relying on it.
IVHow we work on corporate
Six things that keep a company clean
01
A compliance calendar per entity
Every company we act for has its obligations tracked centrally, not held in someone's memory or in a spreadsheet that leaves with an employee.
02
Registers maintained at the time, not reconstructed
Resolutions minuted when passed, transfers recorded when executed. Records assembled retrospectively look exactly like records assembled retrospectively.
03
Corporate and tax considered together
A restructuring that is clean under company law can be expensive under tax law. Both sit in this firm, so the question gets asked before the step is taken rather than after.
04
Legal input where a matter needs it
Our Director — Legal Affairs is an advocate of the High Court. Where a corporate matter turns into a drafting or dispute question, it does not leave the firm.
05
Filing acknowledgements retained and indexed
Proof of filing matters more than the filing itself when a position is challenged years later. We keep it and hand it over in an organised form.
06
The structure question asked at the start
Choice of vehicle affects tax, liability, investability and exit. We would rather spend an hour on it before incorporation than a year unwinding it afterwards.
These are the firm's controls applied to corporate work specifically. The full set, applied to every engagement of any type, is published.
VForeign entities in Pakistan
Branch, liaison office or subsidiary
Three routes, and they are not interchangeable. Foreign branches of state-owned construction groups are among our longest-standing clients, so this is well-worn ground for us.
Option 01
Branch office
An extension of the foreign company, permitted to execute a specific contract or project in Pakistan.
- Typically used for
- Executing a signed contract — construction, infrastructure and engineering projects
- Can it earn revenue
- Yes, within the scope of the permitted activity
- Watch for
- Permission is activity-specific and time-bound; renewals and scope changes need managing
Option 02
Liaison office
A representative presence for promotion, coordination and market development — not for commercial activity.
- Typically used for
- Market entry, technical liaison, buying and quality inspection
- Can it earn revenue
- No. Funded by remittance from the parent
- Watch for
- Activity outside the permitted scope creates both a permission problem and a tax exposure
Option 03
Local subsidiary
A Pakistani company owned by the foreign parent, with its own legal personality.
- Typically used for
- Long-term operations, multiple contracts, local hiring at scale
- Can it earn revenue
- Yes, without activity restriction beyond its objects
- Watch for
- Full corporate compliance, and repatriation planned at the outset rather than at first dividend
The choice has permanent tax consequences — permanent establishment, withholding, repatriation and treaty position — so we involve the tax practice before the application is filed, not after.
VICommon questions
Questions we are asked
How do I register a company in Pakistan?
Incorporation is through SECP and involves name reservation, filing the memorandum and articles, and registering the company's officers and registered office. The more consequential decision is which vehicle to use — private company, single-member company, AOP or partnership — because it determines tax treatment, liability and how easily investment can be brought in later. We advise on that before filing anything.
What is the difference between a branch office and a liaison office?
A branch office may carry out commercial activity within the scope of its permission, typically executing a specific contract. A liaison office may not earn revenue at all — it exists for promotion, coordination and market development, funded by remittance from the parent. Operating outside the permitted scope creates both a permission problem and a tax exposure, so the choice needs to match what you actually intend to do.
Our SECP filings are several years overdue. What happens now?
Regularisation is routine and the exposure is usually smaller than clients fear — but it grows with time, and it attaches to the directors. We establish the current position first, quantify what is owed, and then file. Doing it before a bank, buyer or regulator asks is considerably cheaper than doing it afterwards.
Does a dormant company still have to file?
Yes. Dormancy does not suspend filing obligations, and penalties continue to accrue against a company that is not trading. If the intention is to close, there is a proper route — striking off or members' voluntary winding up — and using it is cheaper than leaving the company to accumulate defaults.
Can you act as our company secretary?
Yes. We maintain statutory registers, convene and minute meetings, prepare resolutions and manage the filing calendar, either as a standalone engagement or alongside accounting and tax work.
How long does incorporation take?
It depends on name availability, the completeness of documentation and, for foreign shareholders, the additional verification required. We tell you the realistic timeline at the outset — including where documents from overseas will need attestation, which is usually the longest step and the one most often underestimated.
We are transferring shares between family members. Is that straightforward?
The mechanics are, but the tax and valuation position often is not, and transfers documented casually within a family are among the most common problems found in later diligence. Executing, stamping and recording it properly at the time costs very little; reconstructing it under scrutiny costs a great deal.
How is corporate work priced?
Incorporations, registrations and individual filings are fixed-fee. Ongoing company secretarial support is a retainer. Restructuring and regularisation work is scoped after the current position is established, because its extent cannot be known before that.
Related
Where corporate work usually leads
Let's work together
Tell us what has changed.
A new director, a share transfer, a lender, a restructuring, or a company you are not sure is still compliant. A partner will tell you what it triggers.