This blog is written by Mr. M. Kaleem Majeed, Manager Taxation and Corporate Services. Please read very important piece of writing to understand the procedural mechanism of legal requirements.

Incorporation of Foreign Company (Branch Office) in SECP

Before proceeding with the step by step process for incorporation of foreign company (branch office), let’s have a look on the definition of foreign company;

“Foreign Company” means any company or body corporate incorporated outside Pakistan, which-

  • has a place of business or liaison office in Pakistan whether by itself or through an agent, physically or through electronic mode; or
  • conducts any business activity in Pakistan in any other manner as may be specified;

Reference: Section 2(35) of Companies Act, 2017

INFORMATION REQUIRED/DOCUMENTS TO BE SUBMITTED FOR REGISTRATION:

To incorporate a company, the following information/documents must be submitted to Registrar:

  1. Proposed company names
  2. Principal line of business or business activity of the new company setup
  3. Meaning/Significance of proposed company name
  4. Relationship with company if company or entity exist with similar or identical name along-with board resolution/NOC
  5. Place(s) of business in Pakistan

Following attested documents required for subject registration

Permission letter from Board of Investment (BOI)

  1. BOD (foreign company board members) resolution on foreign company letterhead in respect of incorporation of company in Pakistan
  2. Minutes of meeting with attendance sheet on foreign company letterhead
  3. Business license of foreign company duly attested by Embassy of Pakistan in the country of origin
  4. List of directors/CEO/Secretaries of the company in the country of origin
  5. Charter/Statute/Deed of incorporation of foreign company duly verified/attested by Embassy of Pakistan in the country of origin
  6. Letter of authorization/legalization in favor of principal officer in Pakistan duly notarized/attested by the public office maintained and by the Embassy of Pakistan in the country of origin
  7. Passport copies of all foreign directors/board members along-with passport copy of principal officer designated in Pakistan for operation
  8. Bio-date (i.e. CV) of all foreign directors/board members/principal officer
  9. Undertaking on stamp paper from principal officer in Pakistan (if foreign national)
  10. Special Power of attorney if documents signed by a person other than an authorized person

Reference: Section 435 & 436 of Companies Act, 2017

Note: Additional documents mentioned are based on practical experience with registrar-CRO

Muhammad Kaleem Majeed