SECP COMPANY REGISTRATION AND WINDING UP IN PAKISTAN: A PRECISE GUIDE

This guide provides a clear, step-by-step overview of registering a company with the SECP and the legal paths to closing it.

 

⚠️ Important Disclaimer

This guide is for general informational purposes only and is not legal advice. Company registration and winding‑up depend on your specific circumstances. Fees, forms, and deadlines are subject to change. Laws, fees, and procedures may change through legislation or SECP notifications. Always consult a qualified lawyer or professional business consultant for advice on your specific situation.

 

🏛️ 1. SECP Registration: The Legal Birth of Your Company

The Securities and Exchange Commission of Pakistan (SECP) is the primary regulatory authority responsible for company registration, governed by the Companies Act, 2017 and its amendments.

Registration is handled entirely through the eZfile (LEAP) online portal. Once registered, your company receives a Certificate of Incorporation and a unique Company Unique Identification Number (CUIN), granting it a separate legal identity.

Which Structure to Choose?

For most startups, the choice comes down to:

• Single Member Company (SMC‑Pvt Ltd) – Best for solo entrepreneurs, freelancers, and consultants.
• Private Limited Company (Pvt Ltd) – Best for startups, SMEs, family businesses, and ventures seeking external funding. Requires at least two shareholders and two directors (they can be the same individuals).

Step‑by‑Step Registration Process

1. Create an Account – Register on the SECP eServices portal (eservices.secp.gov.pk). Each director obtains a 4‑digit PIN (digital signature) for all future filings.
2. Reserve Your Company Name – Use the portal's name search tool to check availability. The name must not be identical or confusingly similar to any existing company. Once approved, the name is reserved for 60 days.
3. Prepare Documents – Draft the Memorandum of Association (MOA) and Articles of Association (AOA) using the portal's auto‑generated templates.
4. Upload and File – Upload scanned copies of all documents and submit the required forms (Form‑1, Form‑21, Form‑29) online.
5. Pay the Incorporation Fee – Fee depends on authorized share capital (see table below). Payment can be made online via 1Bill, credit card, or mobile banking.
6. Receive Certificate of Incorporation – SECP typically approves applications within 2‑3 weeks. Fast‑Track processing can be completed within 4 working hours at an additional cost.

SECP Incorporation Fees (Based on Authorized Capital)

Authorized Capital	Online Fee
Up to PKR 100,000	PKR 2,200
PKR 100,001 – PKR 500,000	PKR 2,700
PKR 500,001 – PKR 1,000,000	PKR 3,700
PKR 1,000,001 – PKR 5,000,000	PKR 5,700
PKR 5,000,001 – PKR 10,000,000	PKR 10,700
Section 42 (Non‑profit)	PKR 27,500 (+ PKR 150,000 license fee)

Source: SECP incorporation fee schedule. Fees are uniform across all company registration offices in Pakistan.

 

🔒 2. Post‑Registration Compliance: Keeping Your Company Alive

Once your company is registered, ongoing compliance is mandatory.

Immediate Filings (Within 15‑60 Days)

• Form‑28 (Consent of Director) – within 15 days of appointment.
• Form‑29 (Particulars of Directors/Officers) – within 15 days of appointment or any change.
• Form‑21 (Registered Office Details) – within 15 days of any change.
• Form‑3 (Allotment of Shares) – within 30‑45 days after issuance.

Annual Compliance Requirements

• Annual General Meeting (AGM) – Must be held within 16 months of incorporation, and thereafter within 120 days of each financial year end.
• Financial Statements (Audited/Unaudited) – Filed within 30 days after the AGM.
• Form‑A (Annual Return) – Filed within 30 days after the AGM, detailing shareholders, directors, registered office, and financial summary.

Note: Single Member Companies (SMCs) and private companies with paid‑up capital below PKR 1 million are exempt from audited financial statements.

Key Records to Maintain

• Register of Members
• Register of Directors and Officers
• Register of Mortgages and Charges
• Ultimate Beneficial Owner (UBO) Register (identifying individuals with 25%+ beneficial ownership)
• Board and AGM meeting minutes

Latest Updates and Amendments

Book‑Entry Shares (Digital Share Mandate) – Effective March 3, 2025, all unlisted companies with share capital must issue shares in book‑entry (electronic) form only. Physical share certificates are no longer permitted for newly incorporated companies. Existing companies must convert their physical shares to the book‑entry system before conducting future share‑related transactions.

Ultimate Beneficial Ownership (UBO) Disclosure (Section 123A) – Companies must submit accurate UBO information via Form‑19 on the SECP eZfile portal. This is a key anti‑money laundering requirement.

Reduced Threshold for Member Resolutions (April 2026) – The threshold for proposing a member resolution has been lowered from 10% to 5% , giving minority shareholders greater power.

No More Minimum/Maximum Member Limits – Recent government recommendations aim to remove the minimum and maximum limits on the number of members in private and public companies, facilitating ease of doing business.

eZfile Portal for All Filings – All submissions are now mandatory through the digital eZfile portal, including annual returns, financial statements, and event‑driven filings.

 

🔒 3. Closing a Company: Three Legal Paths

When a company ceases operations, it must be formally closed through the SECP. There are three legal routes.

Path 1: Easy Exit / Strike‑Off

Governing provisions: Section 426 of the Companies Act, 2017, and the Companies (Easy Exit) Regulations, 2014.

Aspect	Details
Eligibility	Non‑operational company with no known assets and liabilities. The company must have no outstanding loans, taxes, utility charges, or pending investigations.
Fee	PKR 5,000 for online submission; PKR 10,000 for manual submission
Process	Board resolution → Member's resolution (Form EE‑II) → Application for striking off (Form EE‑I) → Declaration (Form EE‑III) → Auditor's Certificate (Form EE‑IV) → SECP issues 90‑day notice for objections → If no objections, company struck off
Timeline	3‑6 months (if no disputes)

What is NOT eligible for Easy Exit? Subsidiaries of listed companies, foreign companies, companies with outstanding loans/taxes/utility charges, companies under investigation, housing/real estate companies, and listed companies are not eligible.

Recent Development: In November 2025, SECP struck off over 200 dormant companies that had voluntarily applied for exit under the Easy Exit mechanism.

Path 2: Voluntary Winding Up

For companies with assets, liabilities, employees, or contractual obligations to settle properly.

Aspect	Details
Eligibility	Shareholders decide to close the company; company may have liabilities
Types	Members' Voluntary Winding Up – company is solvent and able to pay its debts in full; Creditors' Voluntary Winding Up – company is insolvent and creditors are involved in the process
Process	Pass special resolution → Appoint liquidator → Settle all debts, contracts, employee dues → Liquidator distributes remaining assets → File final returns with SECP → Company dissolved
Timeline	6‑12 months (depending on liability settlement)

Path 3: Compulsory Winding Up by Court

Required when there is a dispute, insolvency, or a statutory trigger.

Aspect	Details
Applicability	Company unable to pay its debts; legal disputes; or by special resolution of members
Process	Petition filed with court (High Court has original jurisdiction) → Court appoints official liquidator → Liquidator settles liabilities → Court orders dissolution
Timeline	1‑3+ years

Helpful Resource: In September 2025, the SECP released detailed FAQs on Mergers, Amalgamations, Winding Up, and Revival of Companies, providing comprehensive guidance on application procedures, required documentation, necessary approvals, and key regulatory concepts. The FAQs are available on the SECP's official website.

Revival of a Struck‑Off Company

If your company has been struck off by the SECP (e.g., through Easy Exit or for non‑compliance), it may be revived. An aggrieved person may apply to the court for restoration of the company's name to the register. The SECP's FAQs provide guidance on the revival process for businesses that remain financially viable but are struggling due to temporary setbacks.

 

📋 4. Complete Lifecycle at a Glance

Phase	Key Action	Deadline
Name Reservation	Proposed name → SECP approval	60 days validity
Incorporation	Submit MOA, AOA, Forms → Pay fee → Certificate of Incorporation	2‑3 weeks (or 4 hours for Fast Track)
Post‑Incorporation	Form‑28, Form‑29, Form‑21, Form‑3	15‑60 days
Annual Compliance	AGM, Financial Statements, Form‑A	Varies (see Section 2)
Event‑Driven Filings	Director changes, charge creation	15‑30 days
Closure (Easy Exit)	File EE‑I to EE‑IV → 90 days objection period → Strike‑off	3‑6 months
Closure (Voluntary Winding Up)	Special resolution → Liquidator → Liability settlement → Dissolution	6‑12 months
Closure (Compulsory Winding Up)	Court petition → Official liquidator → Dissolution	1‑3+ years

 

💡 The EasyQanoon.pk Team Is Always Available

Navigating SECP company registration, ongoing compliance, and legal closure involves multiple steps and technical requirements. Our legal team can help you with:

• ✅ Choosing the right company structure (Pvt Ltd, SMC, LLP, Section 42)
• ✅ SECP name reservation and incorporation filings via eZfile portal
• ✅ Drafting MOA, AOA, LLP Agreements, and all incorporation forms
• ✅ Post‑registration compliance — annual returns (Form‑A, Form‑29), financial statements, UBO register
• ✅ Company closure — Easy Exit / Strike‑off, Voluntary Winding Up, Court Winding Up
• ✅ Company revival — restoring struck‑off companies to the register

This guide is for general informational purposes only. Laws may change through legislation or SECP notifications. Fees and procedures are subject to change. Every company is different. Always seek personalized legal advice from a qualified lawyer or professional business consultant.