For the corporate groups and stock market investors, public limited companies serve their purpose. It is because such companies have access to the public at large for getting debt and equity finance. 

The Securities and Exchange Commission of Pakistan (SECP) regulates the corporate sector of Pakistan. For the capital market, Pakistan Stock Exchange (PSX) plays a supportive role.

I will discuss the process of registration of a public limited company in Pakistan in a step by step process. I have also written individual articles on the registration of other types like single member, private limited, foreign origin and section 42 NGO. 

Almost, the process is the same regardless of the type of setup you want. However, the legal requirements and the technicalities vary.

Let’s begin

Special legal requirements for Public Limited Companies

The Companies Act 2017 outlines following requirements for a private company:

1. It has at least three directors and three members (shareholder) for unlisted companies.
2. For listed companies, the minimum number of members and directors are seven.
3. There is no highest limit on the number of members.
4. Before the commencement of commercial operations, public companies are required to obtain the certificate of commencement of business. 
5. For each issue of shares to the public, the board of directors have to follow a proper procedure as per the Companies Act 2017, Securities Act 2015 and rules / regulations of SECP and PSX.

There is a detailed list of compliances for public limited companies. And this list further piles up in case of listed entities. Therefore, it is not recommended for startups, small businessmen to register their business as a public limited company. It is better for them to go with a single member or a private limited or LLP setup. 

Create your account on SECP eZfile (LEAP portal)

LEAP eZfile is an online portal. You need to create your account while you must have:

1. Your Computerized National Identity Card (CNIC or National ID card) or passport for foreign nationals
2. Pakistani SIM mobile number
3. Email ID

After you have entered all required information like name, your father’s name, address, email, CNIC and mobile number, desired password, SECP sends codes on email and mobile number, Just enter the codes in the respective boxes. Now your account is created.

Remember: you need to create eZfile accounts of all the directors and shareholders of the proposed company in the same way. Your passport or ID card number becomes your login ID.

Prepare required documents / information

Good you have successfully created your account on LEAP eZfile. Now, SECP requires following information from you:

1. CNIC(s) / passport(s) of all the directors and shareholders including CEO
2. Full name, father’s name, residential address(es), mobile number and email address of the above persons
3. Proposed (ratio of) shareholding
4. Authorized share capital
5. Paid up share capital
6. Company name, address, registered office address, principal line of business (main business objects), email, website, telephone

Before you start, you should know about the Memorandum and Articles of your proposed business. Both these documents are constitutional documents of a company. You will find their formats at the SECP official website. Don’t worry eZfile will generate them for you on starting the registration application.

Reserve your desired name

Once you have created an account and gathered required documents / information, check the availability of the name of your proposed business. Criteria for acceptable names that they are:

1. Unique
2. Appropriate
3. Not identical of already registered company or LLP
4. Not same as the name of already registered company or LLP
5. Not prohibited by corporate law
6. Not designed to exploit the sovereignty of Pakistan
7. Not designed to exploit the religious sentiments of people

The portal asks for three names and significance of your proposed name. Suggest three names. Write the reason for using the proposed name in “significance”.  

Also remember: eZfile gives two options for company registration – separate and combined. In the separate process, name is allowed first, then the process of registration starts after the name reservation. For the combined process, name reservation is part of registration.

Complete online registration application

Next step to complete online application. Just enter following information in the respective areas / tables / boxes of the form then click submit.

1. CNIC number, full name, father’s name, residential address(es), mobile number and email address of all the directors and shareholders including CEO.
2. Authorized share capital
3. Face value of shares and number of shares taken by the directors. The form will auto calculate total paid up capital
4. Company name, address, registered office address, principal line of business (main business objects), email, website, telephone

Remember: you have an option to register with EOBI and social security institute when you are registering your company. Therefore, SECP asks to enter your information two times – one for the company and other for the 3rd parties. 

Digitally sign the application

When you create an account on LEAP portal, it sends you PIN via SMS and email. This PIN is your digital signature. Before submission, enter the provided secret PIN of 4 digits then verify the process. Repeat these digital signatures for all the directors one by one.

Remember: save your PIN. If you have forgotten it, you can retrieve it by requesting on LEAP in the update profile menu.

Submit your process

Once the registration application is signed with the PIN(s), it becomes enabled for the submission. On submitting it, portal will generate payment challan which can be paid online via:

1. EasyPaisa
2. Jazz Cash
3. Credit Card
4. Debit Card
5. Any digital banking application 
6. Link 1 challan

Remember: Carefully cross check the particulars before submitting the application. Once you have submitted, to amend it will take 2 to 4 hours for updating information. After the payment of challan, you can not update anything in the provided particulars until SECP reverts back the process,

Get the company registered

The Registrar (SECP officer) will manually check the application before his final approval. For any discrepancy, he reverts back the application. He also sends an email for his approval and objection. 

SECP will issue digital copies

Lastly, you will receive an email for the confirmation of your company registration. The email will contain:

1. Digital Certificate of Incorporation
2. Acknowledgment of filing of registration application
3. Digital copies of company documents 

SECP issues following digital copies if you check mark option of issuance of digital copies;

1. Memorandum of Association
2. Articles of Association
3. Certificate of incorporation 
4. Registration Application

Apply to the Registrar for the certificate of commencement of business

After the registrar has issued the certificate of incorporation, apply to him to get his formal permission to start commercial business. This requirement is due to the involvement of public money in such companies.

Final Thoughts

That’s the whole process of registration. SECP already has published a user guide for it. You can register your company yourself. However, it will consume your time. To save your time and effort, we are here to help you. 

Talk to us and feel relaxed. Your company will be registered with SECP without your headache. 

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