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Services / 09 — Corporate & secretarial
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.
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.
Company law compliance under the Companies Act 2017, with legal support from our Director — Legal Affairs where a matter needs it.
Getting the structure right at the start, because changing it later is far more expensive.
Branch offices, liaison offices and locally incorporated subsidiaries for foreign investors.
The periodic obligations that accumulate penalties quietly when nobody owns them.
Maintained contemporaneously, so the record exists when somebody asks for it years later.
Documented properly at the time, because diligence will test it.
Appointments, changes and the meeting formalities that make decisions valid.
Time-bound registration that affects a lender's security if it is missed.
Structural change handled with the tax consequences considered alongside the legal ones.
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.
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.
Resolutions minuted when passed, transfers recorded when executed. Records assembled retrospectively look exactly like records assembled retrospectively.
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.
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.
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.
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.
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.
An extension of the foreign company, permitted to execute a specific contract or project in Pakistan.
A representative presence for promotion, coordination and market development — not for commercial activity.
A Pakistani company owned by the foreign parent, with its own legal personality.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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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.