Asset Management Company licensing: company, funds and approvals
An Asset Management Company (AMC) is a non-banking finance company (NBFC) licensed by the Securities and Exchange Commission of Pakistan (SECP) to provide asset-management services. Under the NBFC Rules, asset management principally concerns managing collective investment schemes (CIS), including open-end and closed-end funds. An AMC licence authorises the manager to undertake the licensed activity; it does not itself register a mutual fund, approve an offering document, authorise the public sale of units or permit the manager to hold scheme assets as an independent trustee.
SECP's published licensing chronology requires three distinct stages for a new manager: permission to form an NBFC, incorporation of the approved public limited company and a separate asset-management operating licence. Once the manager is licensed, each proposed CIS follows its own trust-deed, trustee and SECP registration process under regulation 44 of the NBFC and Notified Entities Regulations, 2008. The company and fund are legally and operationally distinct; investors' fund assets are subject to trustee/custody arrangements rather than being the AMC's unrestricted property.
At the outset, determine whether the proposal is a conventional AMC, a Digital AMC offering Digital Asset Management Services (DAMS), an existing fund-management NBFC seeking an additional activity, or a different manager such as a private-fund or REIT manager. These models have different eligibility, capital and ongoing requirements. A digital platform, app or electronic onboarding system does not automatically qualify an ordinary AMC for the lower Digital AMC equity threshold.
Primary sources are the NBFC Rules, 2003 (SECP September 2023 consolidation) , NBFC and Notified Entities Regulations, 2008 (SECP January 2026 consolidation) , SECP AMC licensing route and SECP AMC formation and licensing checklist .
Eligibility, minimum equity and permitted activities
Schedule I to the NBFC Rules identifies a public limited company formed under rule 4, or an eligible existing fund-management NBFC meeting the stated conditions. Promoters, directors, chief executive and chairman must meet SECP fit-and-proper requirements; board independence, relevant management experience and a credible investment team are essential.
A Digital AMC is subject to the special Digital Asset Management Services framework in Part VA of the NBFC Regulations, including the digital-only licence restriction where granted, technology and cyber-risk governance, retail-investor mix and scheme-size requirements. A general AMC's ability to use an app is not the same as a DAMS-only licence.
Minimum equity: regulation 4 and Schedule I of the January 2026 consolidated NBFC Regulations prescribe PKR 200 million for conventional Asset Management Services and PKR 50 million for Digital Asset Management Services. Equity is a continuing regulatory requirement, not a filing fee or the capital of an individual fund. A Digital AMC seeking to use the lower threshold must satisfy Part VA and the relevant licence restrictions; an existing AMC may retain the ordinary PKR 200 million threshold and operate without the lower-equity digital-only investor-mix restriction as provided in regulation 67AD(4).
Governance: Schedule I to the NBFC Rules prescribes the number of independent directors and relevant senior-management experience for the asset-management category. Where the board has three directors, at least one must satisfy the category's five-year relevant experience condition; where the board exceeds three, at least two must do so. The schedule identifies one-third independent directors, subject to the Companies Act and applicable SECP requirements. Regulation 37 further requires asset-class specialists and an investment committee responsible for investment and risk strategies. The board should demonstrate independent judgment, risk oversight and adequate staffing rather than merely supplying names.
Existing NBFCs: Schedule I permits an existing fund-management NBFC with a valid investment-advisory licence and the specified experience to seek an asset-management licence. Rule 5 separates fund-management NBFC activities from lending-NBFC activities. A lending NBFC cannot assume it may add an AMC licence under the same company; group structure and distinct licences must be examined.
Foreign and other conditional cases: foreign shareholders or directors require enhanced identity, source-of-funds and authentication documentation, with any applicable security-clearance requirements. Public-sector sponsors and government officers may need additional approvals. SECP's 2026 foreign-sponsor licensing circular and the current category checklist should be used to determine the applicable evidence; an ordinary domestic checklist is not exhaustive for cross-border applications.
Documents for the NBFC NOC, AMC licence and fund launch
Formation permission (Form I): assemble the proposed name-availability letter, draft memorandum and articles, the sponsor and beneficial-ownership chart, CNIC/passport and tax particulars of promoters and proposed directors, prescribed fit-and-proper declarations, affidavits and source-of-funds evidence. The SECP AMC checklist calls for a detailed business plan, projections and budget, proposed products and client segments, staffing, capitalisation, and evidence of sponsor net worth and relevant financial-sector experience. Verify the form, signatures, notarisation and document authentication requirements against the latest official checklist.
Incorporation file: after the NOC, incorporate the approved public limited company through SECP's corporate registration process. Retain the incorporation certificate, registered constitutional documents, directors' appointments, registered office details, share subscriptions and corporate bank evidence. The company registration fee is assessed separately under the Companies Act's applicable Seventh Schedule; it is not included in the NBFC formation or licensing fee.
AMC operating licence (Form II): submit the certified incorporation documents, updated shareholder and director particulars, evidence of the required minimum equity (including auditor's certificate and bank proceeds documentation), the prescribed licence fee challan, the investment-management business plan and organisational chart. Provide the fit-and-proper material for directors, chief executive and investment personnel, CDC blocking/undertaking evidence where applicable, and proposed compliance, internal-audit and risk-management policies. The SECP checklist may request a management presentation, specific qualifications, and clearances or NOCs for particular sponsors. Each item should be marked required, conditional or not applicable with the reason.
Fund-level documents are different: for a proposed open-end or closed-end CIS, regulation 44 requires a draft trust deed in the applicable Schedule III or VII form, the proposed trustee's name and consent, SECP in-principle approval where required, registration of the executed deed under the relevant federal or provincial trust law, and a separate CIS registration application containing Schedule VI information and the scheme-registration fee. An offering document, investment policy, scheme category, trustee/custody arrangements, valuation method, unit-holder disclosures, distribution agreements and fund-launch financing may require further approval. Do not treat the AMC's Form II licence as the fund's registration certificate.
Digital-only additional file: Part VA requires a five-year business and financial plan for DAMS, a digital operating strategy, IT organisation, business-continuity and disaster-recovery arrangements, cybersecurity controls, technical leadership and a board-level IT/digital-risk oversight mechanism. The lower equity requirement must be assessed together with these additional conditions and the retail-investor mix. The SECP Circular 22 of 2025 on Digital AMCs should be read with the enacted 2025 amendments consolidated into the January 2026 Regulations.
How to establish and license an AMC in Pakistan — step by step
- 01Identify the management business and intended fund types
Define whether the company will manage ordinary open-end funds, closed-end funds, a digital-only retail-focused model or another regulated product. Distinguish the manager's licence from each fund's SECP registration, and document intended assets, investor classes, investment policy, distribution model, custody, risk and compliance. Do not assume a REIT or private fund falls under an ordinary AMC licence.
- 02Determine eligibility, shareholders and the board
For a new conventional AMC, use the public limited company route in Schedule I to the NBFC Rules. Check promoter fitness, beneficial ownership, board independence, experience, CEO and senior management, and group conflicts. For an existing investment adviser seeking to add asset management, verify the category's existing-fund-management and experience conditions. Decide whether the conventional or DAMS-only capital and business restrictions apply.
- 03Reserve the company name and prepare Form I
Obtain the SECP name-availability letter and draft the objects and constitutional documents consistent with asset management. Submit the prescribed Form I NOC application, sponsors' financial evidence, business plan, affidavits, fit-and-proper documents and fee challan to SECP's Licensing Department. Schedule II(A) to the January 2026 NBFC Regulations lists a PKR 250,000 Form I fee.
- 04Secure the NOC and incorporate within its validity
Under rule 4(3), formation permission is valid for six months, extendable in special circumstances for up to three more months if the promoters apply before the initial expiry. Incorporate the company and submit the operating-licence application while the NOC is valid. Keep a record of the exact NOC expiry and the corporate registration documents.
- 05Meet capital and management readiness
Demonstrate the PKR 200 million conventional AMC minimum equity, or the PKR 50 million DAMS threshold where the digital-only framework is properly applicable. Arrange required directors, independent oversight, asset-class specialists, investment committee, compliance and audit functions, source-of-funds evidence and permitted share-blocking. For DAMS, prepare the digital platform, cybersecurity, five-year projections and IT-risk committee evidence.
- 06Apply for the AMC operating licence (Form II)
File the separate Form II for Asset Management Services with SECP and pay the Schedule II(A) PKR 500,000 application fee. Provide certified corporate and financial records, management and governance evidence, business plan, policy documents and any additional SECP checklist items. An accepted application is not a licence; the company must await the regulator's written approval and satisfy its conditions.
- 07Obtain approval and register each proposed CIS separately
Select an independent trustee and prepare the applicable scheme trust deed, offering documents, investment and valuation policies and distribution arrangements. Under regulation 44, secure any required in-principle approval, register the executed trust deed under the applicable trust law, and submit the CIS registration application and fee. Do not publicly offer units before the scheme has been registered with SECP. Islamic schemes require the applicable Shariah compliance documentation and approval or Form E route under regulation 37.
- 08Launch, operate, report and renew
Commence only within the AMC licence and each scheme's registered mandate. Implement investment committee controls, independent trustee/custody, valuation and NAV, risk limits, investor onboarding, periodic reports and complaint procedures. Rule 5 provides a three-year licence term, renewal using Form IV at least one month before expiry, and the January 2026 Schedule II(A) lists a nil renewal application fee. Confirm any subsequent notification before renewal.
The Form I formation NOC, Form II AMC operating licence and regulation 44 CIS registration are distinct. The first two concern the manager; the third concerns each scheme offered to investors. Digital AMC licensing additionally changes the authorised business model, equity threshold and operating conditions. Neither a company certificate nor a mutual-fund marketing deck is an authorisation to offer units to the public.
Regulator procedure: SECP AMC licensing chronology ; SECP NOC and Form II checklist .
Continuing compliance: fund governance, investors and digital controls
Manager and investment governance: regulation 37 requires an AMC to maintain an appropriate investment committee and asset-class specialists. The committee must establish investment and risk-management strategies, document investment decisions, review performance and control broker concentration. Keep distinct fund records, conflicts policies, personal-dealing restrictions, internal controls, approved auditors and the qualified compliance and audit functions required by the NBFC Rules. A licence cannot be used to undertake unlicensed brokerage or lending activities.
Trustee independence: regulation 43 requires the trustee to be independent of the AMC, with no cross-shareholding or common directorship, and prevents trustee directors or employees from participating in the AMC's affairs. Scheme property, unit-holder rights, trust-deed compliance and valuation must be controlled under the registered fund documents. The manager must not treat fund assets as company assets or accept deposits from a scheme contrary to regulation 37.
Fund registration and disclosure: regulation 44 prohibits public offering of units or certificates before registration of the CIS. Fund constitutive documents must be maintained and changes handled under the applicable trustee-consent, unit-holder notice and SECP approval rules. For a material change to fundamental attributes, regulation 44 provides prior notice and an exit option; confirm the actual scheme type and current rules before fixing the notice. Fund manager reports, net asset value, expense ratios, fee disclosure, marketing materials, investment limits and annual/quarterly reporting are subject to the Regulations, the fund category and SECP circulars.
Digital AMC restrictions: Part VA of the Regulations applies to DAMS. The digital-only licence may restrict the AMC to digital platforms. Regulation 67AD sets retail-investor mix requirements for Digital AMC schemes, with transitional thresholds for new perpetual schemes and separate treatment of fixed-maturity schemes. It also imposes relevant expertise for equity funds. Regulations 67AC–67AJ address IT and cyber governance, investor onboarding, minimum fund size, cooling-off rights, expense disclosure and consistent NAV across platforms. A conventional AMC that adopts online onboarding must still comply with relevant digital-service obligations; a DAMS-only licensee cannot simply assume the conventional AMC model without satisfying the applicable capital and permission conditions.
Regulatory calendar: maintain the AMC's minimum equity, licensing conditions and fit-and-proper status, submit required SECP financial statements and regulatory returns, maintain books and records, and follow the anti-money-laundering and investor-onboarding framework. Include Circular 18 of 2026 — master circular for mutual funds and CIS and Circular 19 of 2026 — investor onboarding in the compliance register. Changes in directors, chief executive, major ownership, licensed activities, trustee arrangements and scheme documents may require separate consent or notification. Track licence renewal and the status of every fund registration independently.
Primary-source review: enacted framework and recent changes
NBFC licence and equity: the NBFC Rules, 2003 (consolidated September 2023) govern promoter fitness, Form I permission, public-company eligibility for asset management, Form II licensing, shareholding and board conditions, the three-year licence and renewal. The NBFC Regulations, 2008 (consolidated 15 January 2026) specify the conventional PKR 200 million AMC minimum equity and the PKR 50 million Digital Asset Management Services minimum equity in Schedule I, with PKR 250,000 Form I and PKR 500,000 Form II fees and nil Form IV renewal fee in Schedule II(A).
Fund-level regulation: regulations 37, 43 and 44 govern AMC investment operations, trustee independence and CIS registration. The fund-registration process is separate from the manager's licence and requires the relevant trust deed, trustee consent, any in-principle approval, registration under the applicable federal or provincial trust legislation and the SECP scheme registration. Regulation 44's scheme fees and seed-investment conditions are not interchangeable with the manager's formation and licence fees; any amounts must be confirmed against the current fund category and applicable circulars before quotation.
Digital framework is enacted, not merely proposed: the initial 2025 digital-AMC consultation was followed by notified S.R.O. 1438(I)/2025 dated 1 August 2025, now incorporated in Part VA (regulations 67AB onward) of the January 2026 consolidated Regulations. SECP also issued Circular 22 of 2025 on Digital AMCs . The digital-only capital reduction is conditional on digital-platform operation and additional governance, investor-mix and scheme requirements; the 2025 consultation draft must not be substituted for the final text.
Later draft remains distinct: SECP listed S.R.O. 1638(I)/2026 dated 29 September 2026 as draft amendments to the NBFC Regulations. It is not treated as enacted merely because published for comment. Review SECP's later notifications for a final instrument before applying any proposed threshold, fee or procedure. For foreign sponsors, apply the relevant 2026 SECP foreign-sponsor circular and the current SECP AMC checklist.
Jurisdiction and filing channels: the manager's corporate incorporation is handled under the SECP company-registration framework, and Form I/Form II applications are addressed to the SECP Licensing Department. Fund trust-deed registration may require application of the relevant federal or provincial trust law under regulation 44(4). No fixed processing time is promised. Fee amounts stated above are limited to the specific NBFC forms and are subject to subsequent enacted changes.
Governing law and official primary sources
Use the enacted NBFC Rules and Regulations as the legal baseline; SECP checklists, master circulars and digital guidance supplement them. The AMC's corporate authorisation and each scheme's registration must be verified separately.
How Chambers can assist
Chambers can review the legal route, identify regulatory constraints, prepare or review the supporting corporate and legal documents, manage the prescribed submission and correspond with the competent authority where instructed. The scope of the engagement will be determined by the applicant’s particular circumstances.
For an initial enquiry, identify the proposed activity, applicant entity and current stage, and provide the available documents indicated above. Please avoid sending confidential or identity-sensitive records through an unencrypted first contact.
Common questions about Asset Management Company Licence
Does an AMC licence automatically permit a mutual fund to offer units?
No. The AMC's Form II operating licence is separate from the registration of each collective investment scheme under regulation 44. A fund needs the appropriate trustee, trust deed, SECP scheme registration and offering documentation before units are publicly offered.
How much minimum equity does an asset management company need?
The January 2026 consolidated NBFC Regulations state PKR 200 million for ordinary Asset Management Services and PKR 50 million for Digital Asset Management Services, subject to the additional digital-only conditions. These are continuing equity requirements, not application fees.
What are the SECP Form I, Form II and renewal fees?
Schedule II(A) of the January 2026 NBFC Regulations lists PKR 250,000 for Form I NBFC formation permission, PKR 500,000 for Form II licensing and nil for Form IV renewal. Company incorporation and each scheme's registration charges are separate; verify later notifications.
What are the principal deadlines for an AMC applicant?
Rule 4(3) provides six months for formation permission, extendable for up to three more months on a timely special-circumstances application. Rule 5 provides a three-year operating licence, renewable using Form IV at least one month before expiry.
Can an AMC qualify as a Digital AMC on lower equity alone?
No. Part VA of the NBFC Regulations imposes a DAMS-specific licence route and digital-platform, cybersecurity, governance, retail-investor mix and fund-size requirements. The PKR 50 million threshold does not itself authorise unrestricted conventional asset management.
This guide is general information, not advice on your facts. Check the applicable law, notifications, updated regulator checklists and jurisdiction before acting. The authority alone determines eligibility, acceptance and approval; no outcome or processing period is guaranteed.