Branch or Liaison Office Permission

BOI permission to establish a foreign branch or liaison office

A foreign company proposing to establish a branch or liaison office in Pakistan must distinguish the Board of Investment (BOI) permission from the separate registration of the foreign company's documents with the Securities and Exchange Commission of Pakistan (SECP). BOI authorises a specified category and scope of activities. SECP registration, under the foreign-company provisions of the Companies Act, 2017 and applicable Companies Regulations, records the foreign company and its Pakistan place of business. Neither step creates a new Pakistani incorporated subsidiary.

BOI describes a branch office as the presence through which a foreign company performs obligations under a particular contract with a public- or private-sector counterparty in Pakistan. Its activities must remain within that signed contract. BOI's published guidance states that a branch is not authorised to conduct unrelated commercial or trading activity. The description of a branch as an unrestricted trading company or general sales office is therefore inaccurate.

A liaison office has a narrower representational function: product promotion, technical advice and assistance, exploration of joint collaboration, or export promotion. It is not permission to trade, stock and sell goods, invoice Pakistani customers for ordinary sales, or execute an unrestricted commercial business. An applicant intending those activities should evaluate incorporation of a Pakistani company or another lawful structure and any necessary sector authorisation instead of using a liaison permission as a substitute.

The parent company remains the legal person behind the office. Its constitutional capacity, contract, corporate authorisation, local representative, foreign-exchange and tax arrangements must be examined before an application is filed. BOI permission is a necessary stage for the branch or liaison route, but it is not a comprehensive operating licence.

Which foreign applicants qualify, and what activities are excluded?

The applicant should first identify the foreign legal entity that will be responsible for the Pakistan presence. Its certificate of incorporation, constitutional documents and governing-body authorisation must support the intended activity. A foreign group should not casually file through a holding company if the underlying contract and intended employees belong to a different operating company.

For a branch, review the Pakistani counterparty, scope of work, contract duration, deliverables, local procurement and invoicing model. Contract-specific operations may be permitted within BOI's approval even though unrelated commercial trading is not. A liaison office should instead have a documented activity programme and funding plan consistent with its non-trading character.

BOI circulates applications to relevant agencies for comments or no-objection clearance. Depending on sector and the applicant's profile, additional scrutiny or approvals may be required. A BOI letter does not override licences needed for banking, insurance, telecoms, construction, professional services, procurement, energy or other regulated sectors. Nor does a tax registration certificate expand the permitted scope of a liaison office.

Before selecting this route, compare a foreign branch or liaison office with a locally incorporated subsidiary. A subsidiary has a separate legal identity and its own incorporation, tax and governance obligations; a branch or liaison office is a presence of the overseas company and remains limited by its BOI permission and the foreign-company registration framework.

BOI application documents and authentication requirements

The BOI's published document guide ↗ and permission instructions ↗ require a completed and signed application, the foreign company's registration certificate, its memorandum and articles or equivalent constitutional records, a board resolution or authority letter approving establishment of the Pakistan office, a company profile, and the nominated representative's curriculum vitae and identity evidence. A copy of the signed Pakistani contract is additionally specified for a branch office.

• Parent company: incorporation certificate and constitutional documents, authenticated in the manner required by BOI; full registered name, country of incorporation and group relationship where relevant.
• Authorisation: a corporate resolution or authority letter identifying the office category, purpose, nominated person and powers to apply. Align the authorisation with the exact legal name and contract counterparty.
• Representative: the nominated person's CV and passport or CNIC, with a reliable Pakistan contact address and role description.
• Branch only: the executed contract, parties, scope and duration. A letter of intent is not necessarily equivalent to the signed contract identified by BOI.
• Liaison only: a coherent non-trading activity description, products or services to be promoted, proposed Pakistan contacts and parent-company funding arrangements.
• Fee and filing evidence: the current BOI payment instructions and receipt, together with the application reference and any agency correspondence.

BOI's published instructions still refer to one original and five copies of the supporting documents, plus a soft copy sent by email. Its Branch Liaison Management Information System (BLMIS) also provides online guidance and an application interface. Applicants should confirm whether the relevant case requires online upload, paper sets, email transmission or a combination; a portal submission should not be assumed to have displaced documentary authentication requirements without official confirmation.

BOI refers to Pakistani diplomatic attestation of foreign registration and constitutional documents. SECP separately prescribes authentication of foreign-company documents and certified translations under its own framework. For non-English documents, arrange acceptable certified translations and consider whether an apostille is accepted under the applicable SECP procedure. Do not assume that an unauthenticated scan or informal translation will satisfy both authorities.

For SECP's subsequent filing, prepare the BOI approval, parent company's constitutional and incorporation records, board resolution, current directors' particulars, authorised person consent and identity, and the local principal officer's details. The person authorised to accept notices on behalf of the foreign company must satisfy the relevant Pakistan-residence requirement; the principal officer and authorised person may be the same person if the conditions are met.

Application sequence: BOI, interagency clearance and SECP

1. 01
   Choose branch, liaison or local subsidiary

   Map the real activities, expected customers, contract structure and invoicing. A branch is contract-specific; a liaison office is non-trading. If the proposed operation involves independent sales, trading, permanent retail activity or a regulated service, assess a different legal vehicle or obtain the separate permission required by law.

2. 02
   Identify the correct foreign applicant

   Verify the legal name and capacity of the overseas company and, for a branch, that it is party to the relevant Pakistan contract. Obtain its board resolution authorising the office and naming the responsible applicant. Select a representative with authority to respond to BOI and coordinate later SECP filings.

3. 03
   Assemble and authenticate the BOI file

   Prepare the completed BOI application, authenticated incorporation and constitutional records, resolution, company profile, representative's CV and identification, and signed contract where applying for a branch. Check the current BLMIS checklist ↗ and the stated physical-copy and email requirements before dispatching originals.

4. 04
   Submit through the supported BOI channel and pay the official fee

   BOI operates the Branch Liaison Management Information System ↗ and publishes administrative instructions for document delivery. Confirm the accepted channel and payment reference for the particular case. The fee payment is an application requirement; it is not permission to open or operate the office.

5. 05
   Respond to interagency scrutiny

   BOI reviews the application and circulates it to concerned authorities for comments or no-objection clearance. Address requests for further details consistently with the original contract and activity statement. Do not assume approval because an application has been acknowledged or a nominal administrative processing period has elapsed.

6. 06
   Examine the actual BOI permission letter

   Check the authorised office type, name, permitted activity, contract, location, effective date, expiry date and any additional restrictions. BOI states that permissions may cover one to five years, but the actual approved period controls. A later expansion of activities, new project or different legal applicant may require fresh permission or a variation.

7. 07
   Complete SECP foreign-company registration

   Following BOI permission, apply for the foreign-company name and submit the prescribed Form-2 and supporting documents under section 435 of the Companies Act, 2017 and the Companies Regulations, 2024. The SECP forms directory publishes a revised Form-2 dated April 2025. Do not use the domestic-company Form-1 as if the overseas company were incorporating a Pakistani subsidiary.

8. 08
   Check the statutory registration trigger

   Section 435 generally requires delivery of the foreign company's prescribed documents within thirty days of establishing a place of business or the relevant statutory business-activity trigger. Coordinate BOI permission and SECP filings before the proposed commencement date; late planning should not be justified by assuming that the BOI application suspends the Companies Act.

9. 09
   Complete tax, employment and sector steps

   Assess FBR registration, payroll and withholding, sales tax where relevant, banking, work visas, local labour registration and professional or industry licences. Determine the applicable provincial or territorial requirements from the actual place and nature of operations. A liaison office's tax status or bank account does not authorise trading outside its BOI permission.

10. 10
    Calendar renewal, reporting and exit obligations

    Track BOI expiry, contractual duration, changes to the parent company and SECP filings. Maintain the records needed for branch or liaison renewal. If the office closes, complete BOI close-out and SECP's cessation procedure, including the current foreign-company Form-6 where applicable.

Renewal, changes, accounts and closure

BOI states that branch and liaison permission may be issued for one to five years and is renewable on production of the prescribed documents and fee. The expiry date in the actual permission letter should control the renewal calendar. A parent company should not assume that an earlier approval extends automatically because a contract is ongoing, a tax return has been filed or a renewal application is under consideration.

Branch renewal: BOI's published list includes copies of continuing signed contracts showing their duration, income-tax returns for the preceding three years, the latest audited financial statements, and proceeds-realisation certificates. The relevance and availability of each item should be checked against the applicant's actual operations and the current BOI checklist. A new or materially amended contract may require separate scrutiny of the permitted activity.

Liaison renewal: BOI lists a performance or activity report, receipts-and-payments statement and proceeds-realisation certificates. A liaison office should be able to demonstrate that its activities remained non-trading and that its funding and expenditures match the representational purpose approved by BOI.

SECP continuing compliance: A foreign company has separate obligations for registration of changes in its constitutional documents and particulars, local representatives, accounts and cessation. SECP's foreign-company forms directory lists Form-5 for alterations and Form-6 for cessation. Review the Companies Act and current regulations for the precise trigger and deadline of each filing. A BOI renewal is not a substitute for SECP returns, and a SECP filing does not automatically amend BOI's activity restrictions.

Closure: Before winding down the Pakistan office, address outstanding contracts, staff, leases, tax, customs, banking and remittance matters. Obtain the necessary BOI correspondence and submit SECP's applicable cessation notice. Keep records of approvals and final filings for any later inquiry. A physical office closure alone does not necessarily discharge statutory obligations.

Official fees, timing and the status of regulator instructions

The BOI's published BLMIS fee schedule ↗ lists an initial-year fee of US$3,000 for a branch office and US$2,000 for a liaison office. It lists US$1,500 for a sub-branch and US$1,000 for a sub-liaison office, identified on the portal as one-time charges. The published annual renewal fees are US$1,000 for a branch and US$500 for a liaison. These amounts reflect the official BOI website checked for this guide, not a promise that a later notification or payment instruction cannot change them. Confirm the exact current category, conversion into PKR where permitted and official payment method before paying.

BOI's older descriptive page and the BLMIS fee portal present account information in different formats. For that reason, this guide deliberately does not reproduce bank-account numbers. Applicants should obtain payment instructions from the current official portal or BOI itself, rather than rely on copied account details from an evergreen article.

BOI describes circulation of applications to concerned authorities and refers to approximately seven weeks in its public administrative explanation. That is not a statutory guarantee or an unconditional permission date. Security observations, incomplete authentication or missing contracts can affect the decision. SECP foreign-company registration carries separate statutory time limits and fees. SECP's 2024 FAQ and its April 2025 Form-2 materials should be read with the current fee schedule and the Companies Regulations, 2024, including subsequent notified amendments; an older FAQ fee table should not be used as a current payment quotation without checking the updated schedule.

Neither BOI's permission guidance nor the SECP foreign-company forms directory should be confused with a consultation draft. A proposed amendment has no operative effect merely because it appears on a regulator website. Before advising on a newly announced rule, locate the final Gazette notification and its commencement provision.

Governing law and official references

BOI's branch and liaison office permission regime operates alongside the foreign-company provisions of the Companies Act, 2017, particularly sections 434–435, and the Companies Regulations, 2024, including the applicable foreign-company forms and subsequent amendments. Tax, exchange-control, employment, procurement and sector laws may impose additional conditions depending on the applicant and the approved operations.

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.