The SECP is a pivotal institution for regulating the corporate, financial, and insurance sectors in Pakistan. It aims to create a transparent, efficient, and investor-friendly environment through its oversight of companies, capital markets, and financial services. The SECP’s digital initiatives and reform agenda have helped streamline many processes, making it easier for businesses to operate and for investors to be protected in Pakistan.

1. Company Incorporation (Registration) Process:

SECP handles the registration of companies in Pakistan, and this is one of its most common processes. The steps are as follows:

Step 1: Name Reservation

• Log in to the SECP e-Services Portal.
• Submit an application for company name reservation.
• SECP checks if the name is available and complies with naming rules. If approved, you receive a name reservation certificate.

Step 2: Filing Incorporation Documents

• Prepare and submit the required documents, including:
  • Memorandum of Association (MOA) – defines the company’s scope.
  • Articles of Association (AOA) – outlines the internal governance.
  • Form 1: Declaration of compliance.
  • Form 21: Notice of situation of registered office.
  • Form 29: Particulars of directors, secretary, and other key personnel.
• Pay the incorporation fee online.

Step 3: Company Incorporation Certificate

• Upon successful verification, SECP issues a Certificate of Incorporation, which legally registers the company.

2. Filing Annual Returns and Compliance Reports:

Companies registered with SECP must file their annual returns and other compliance reports, such as financial statements, on time.

Step 1: Access SECP e-Services Portal-

• Log in to your account and access the filing options.

Step 2: Filing of Annual Return

• Fill out the Annual Return Form (Form A for private companies and Form B for public companies).
• Submit audited financial statements and directors’ reports (for listed companies).

Step 3: Pay the Required Fee

• Pay the filing fee through an online payment gateway.

Step 4: Submission and Acknowledgment

• After successful submission, you will receive a filing acknowledgment.

3. Compliance Filings (Changes in Company Structure):

Companies are required to report any changes in their structure, such as changes in directors, shareholders, or registered office addresses.

Common Compliance Filings:

• Form 29: For changes in the board of directors, officers, or auditors.
• Form 21: For change of the company’s registered office.
• Form 3: For allotment of shares.

Steps:

• Access the relevant form on the SECP e-Services portal.
• Fill out the form, attach the required documents, and submit it.
• Pay the necessary fee and receive confirmation from SECP once processed.

4. Licensing Process for Specialized Entities:

SECP issues licenses to Non-Banking Financial Companies (NBFCs), Modarabas, Mutual Funds, and other regulated financial institutions.

Step 1: License Application

• Submit the license application through the SECP e-Services portal. Depending on the type of entity (e.g., NBFC, Modaraba, or Mutual Fund), the application will require specific documents such as:
  • Financial statements.
  • Business plan.
  • Proof of compliance with legal requirements.

Step 2: Review and Approval

• SECP reviews the application and may request additional documents or clarifications.

Step 3: Issuance of License

• Once all conditions are met, SECP issues the license for the entity to operate legally in Pakistan.

5. Modifications to Memorandum & Articles of Association:

Companies may need to modify their Memorandum of Association (MOA) or Articles of Association (AOA), especially when expanding operations or altering their objectives.

Step 1: Board Approval

• Obtain approval from the board of directors and shareholders to modify the MOA or AOA.

Step 2: File a Special Resolution

• Submit a special resolution with the proposed amendments to SECP via the e-Services portal.

Step 3: SECP Review and Approval

• SECP will review the changes, and if everything complies with regulations, the amendments will be approved, and the updated documents will be filed.

6. Investor Complaint and Redress Process:

SECP offers a process to resolve complaints from investors who have grievances against companies, brokers, or financial institutions.

Step 1: Filing a Complaint

• Investors can file complaints through SECP’s Investor Complaint Management System (ICMS) or by visiting the SECP office.

Step 2: Investigation

• SECP investigates the complaint by gathering information from both the complainant and the company in question.

Step 3: Resolution

• If the complaint is valid, SECP ensures appropriate action is taken, such as refunds, penalties on companies, or other remedies.

7. Public Offering and IPO Process:

Companies wishing to list on the Pakistan Stock Exchange (PSX) or conduct an Initial Public Offering (IPO) need SECP’s approval.

Step 1: Filing IPO Application

• Submit the IPO application to SECP, including:
  • Prospectus.
  • Financial reports.
  • Legal documents (board approvals, resolutions).
  • Underwriting agreement.

Step 2: SECP Review

• SECP reviews the IPO documents, prospectus, and all relevant filings to ensure compliance with laws and investor protection standards.

Step 3: Approval for Listing

• After successful review, SECP grants approval, allowing the company to list on the PSX and raise funds from the public.

8. Company Winding-Up Process:

If a company decides to close operations, SECP oversees the winding-up process, ensuring that all financial and legal obligations are met.

Step 1: Board Resolution for Winding Up

• Pass a board resolution and special resolution for winding up the company.

Step 2: File Winding-Up Petition

• Submit a petition to SECP along with the company’s final financial statements, details of outstanding liabilities, and a liquidator’s report.

Step 3: Settlement of Liabilities

• Pay off all outstanding debts and settle obligations with creditors.

Step 4: Final Documentation

• File the final winding-up documents with SECP.

Step 5: SECP Approval

• Once SECP is satisfied that all requirements have been fulfilled, the company is officially wound up, and the registration is canceled.

Company registration provides multiple benefits, from legal protection and credibility to financial growth and business expansion. It helps business owners limit their personal liability, access funding, and enhance the company’s credibility, while also opening up opportunities for public tenders, foreign investment, and tax benefits. For long-term growth and stability, registering a business with the SECP is a crucial step. Your trusted partners in company Registration

Working with trusted partners ILP in the company registration process ensures that your business is legally compliant, financially sound, and set up for future growth. Whether through law firms, accountants, business consultants, or SECP-authorized agents, leveraging professional expertise simplifies the process, making it more efficient and risk-free. These partners are crucial for a smooth registration process and ongoing compliance with SECP and FBR regulations, offering long-term advantages to your business.