Foreign Company Registration in Pakistan

Foreign company registration: BOI permission and SECP documents

A company incorporated outside Pakistan which establishes a place of business or carries on activities falling within Part XII of the Companies Act, 2017 must assess its Pakistan registration obligations. Sections 434–435 address the foreign parent itself. Registering its branch or liaison documents with SECP does not incorporate a new Pakistani subsidiary; the foreign parent remains the legal entity behind the office.

The analysis has three stages: determine whether the foreign company's presence triggers the Act, obtain any required Board of Investment (BOI) branch or liaison permission, and file the prescribed foreign-company documents with SECP. A BOI permission letter and an SECP certificate of registration of documents are separate instruments. Regulation 21 of the Companies Regulations, 2024 requires Form-2 and a valid BOI approval letter for the ordinary foreign-company procedure.

BOI's official branch/liaison policy describes a branch as performing the foreign parent's specified Pakistan contract and a liaison office as carrying out promotional, technical assistance, collaboration or export-promotion functions. BOI says neither category may conduct unrestricted commercial or trading activity. If the business intends to trade generally, invoice for unrestricted domestic sales or establish a separate local investment vehicle, a Pakistani subsidiary or other licensed structure may be more appropriate.

Section 435(1) requires delivery of the prescribed documents within 30 days of establishing the place of business or conducting business activity. This is a statutory filing deadline, not a BOI permission-processing guarantee. Early advice is important if a foreign contractor has already mobilised personnel, rented premises or begun executing a Pakistan contract.

Who must register, and when a different route applies

Foreign ownership alone does not make a Pakistani-incorporated company a foreign branch. Conversely, a foreign parent is not transformed into a locally incorporated company by registering its documents. The statutory assessment turns on the place of business and actual activities. Where a foreign company contracts remotely without local premises or agents, examine the precise statutory facts rather than assuming registration is universally required or universally unnecessary.

BOI ordinarily expects a branch application to identify the relevant contract, its duration and the activities the office will perform. A liaison application should explain its non-trading role, proposed personnel, office and financing. A proposed liaison office cannot lawfully substitute for an entity that sells goods locally or carries on independent commercial transactions under the permission described by BOI.

Regulation 4 governs name reservation for foreign companies under section 442 and section 10 of the Act. A name-reservation application must be supported by home-country registration evidence and a name acceptable under Pakistan's restrictions. Reservation lasts 60 days under regulation 4; it is not permission to commence a regulated business.

BOI and SECP application documents

Prepare separate but consistent BOI and SECP application files. BOI's BLMIS document guide calls for an application, attested parent-company registration and constitutional documents, authority resolution, company profile, designated person's CV and identity document, and a Pakistan contract for a branch. BOI's public guidance still mentions an original and five copies plus a soft copy, while BLMIS is an electronic application system. Confirm the live document-delivery requirements before dispatch.

• Parent company's identity: official incorporation or registration certificate, charter/statute/memorandum and articles or equivalent constitution, registered-office address, company profile, current officers and directors, and available public-register evidence.
• Authority to establish the office: parent board resolution approving the branch or liaison, scope of activity, principal officer, and person resident in Pakistan authorised to accept service of process and notices. Obtain the latter person's consent where required.
• Project or liaison purpose: signed Pakistan contract and work description for a branch; for liaison, evidence of promotional, coordination, technical-assistance or export-promotion purpose and proposed funding, without trading activity.
• Pakistan particulars: address of the principal place of business, other offices, principal officer and local service representative, contact and identification information, and the current BOI approval letter.
• Authentication: certified constitutional and incorporation records, appropriate diplomatic authentication or qualifying apostille, and certified English or Urdu translations where the originals are in another language. Regulations 27–28 govern certification and translations.
• SECP documents: App-1 foreign-company name reservation where needed, Form-2 under regulation 21, the parent officers' particulars, corporate authority, BOI letter, evidence of fee payment and any additional information requested by the registrar.

Regulation 23 requires appropriate ultimate beneficial ownership records where a member holds at least 25% of shares, voting rights or controlling interest directly or indirectly on behalf of another person. The ownership chain should be traced through intermediate entities to the natural persons who ultimately own or control the foreign company. Record the control structure rather than treating the immediate foreign holding company as the final beneficial owner.

How to register a foreign branch or liaison office

1. 01
   Assess the foreign-company registration trigger

   Apply sections 434–435 to the actual Pakistan activities, place of business, agents and contractual arrangements. Determine whether the appropriate structure is a foreign branch/liaison office or a new Pakistani subsidiary. Identify sector licences and the tax and employment implications.

2. 02
   Choose branch or liaison permission

   For a branch, identify the parent company's Pakistan contract and restrict proposed activities to it. For a liaison office, describe non-trading promotional or technical coordination functions. Check the current BOI permission category, term and sub-office rules.

3. 03
   Prepare and authenticate parent documents

   Collect the corporate certificate, constitution, directors' list, board resolution, principal officer's particulars, local service representative's consent and the branch contract where relevant. Obtain prescribed translations and acceptable consular or apostille authentication.

4. 04
   Apply to BOI using current BLMIS instructions

   Submit the BOI application and supporting evidence through the applicable current process. Verify payment details with BOI rather than copying old bank instructions. BOI circulates the application to relevant agencies for views or NOCs; permission may be conditional or affected by later adverse comments.

5. 05
   Reserve the foreign company's name where required

   Regulation 4 provides for App-1 supported by home-country incorporation evidence and a 60-day reservation period. Keep the name consistent across the parent documents, BOI letter and SECP filing.

6. 06
   Submit SECP Form-2

   Under section 435 and regulation 21, file authenticated parent documents, registered-office and Pakistan-office particulars, officers, authorised service representative, BOI approval and statutory fee. Section 435 generally requires filing within 30 days of establishing the place of business or conducting business activity.

7. 07
   Obtain registration of documents

   Regulation 22 provides for a certificate in Annexure-E following registration of the foreign-company documents. Check the registered name, principal office, parent-company details and CUIN. This certificate is not a certificate incorporating a separate Pakistani company.

8. 08
   Set up compliance and sector permissions

   Address applicable tax, banking, local premises, visa, employment and industry approvals. Preserve BOI and SECP evidence and schedule renewals, annual accounts, changes to the parent or Pakistan officers and eventual office closure.

Original guidance: BOI branch/liaison office ↗ · BLMIS checklist ↗ · SECP Form-2 regulations ↗

Changes, annual accounts, renewal and closure

Changes to particulars. Section 436 requires notification to the registrar within 30 days of specified alterations to the foreign company's constitution, foreign registered office, directors or officers, Pakistan principal officer, authorised service representative or principal place of business. Regulation 24 prescribes Form-5 and supporting evidence; some changes also require BOI correspondence and authenticated parent resolutions. Updating the foreign parent's home-country register does not automatically update SECP.

Annual accounts. Section 437 requires accounts and prescribed information about Pakistan operations and, where applicable, the foreign parent's home-country financial statements. Section 437(2) generally requires filing within 45 days after the relevant home-country public filing or 180 days after the accounts date, whichever is earlier. Regulation 25 specifies the filing categories and permits a single copy for online submission. Determine the applicable audit and translation requirements for the actual parent.

Local records. Section 438 requires specified registers in Pakistan and display of the company name and country of incorporation on premises and official materials. Regulation 23 addresses ultimate beneficial ownership records. Section 439 empowers SECP to request ownership and other information. Retain the BOI permission, SECP certificate, parent resolutions and evidence of any regulatory conditions.

BOI renewal. BOI says permissions may run for one to five years. Its branch renewal checklist includes valid contracts, income tax returns, audited accounts and proceeds-realisation certificates. The liaison checklist instead calls for activity and receipts/payments reports and proceeds-realisation evidence. Do not use one category's checklist for the other.

Closure. Section 443 and regulation 26 govern notice of cessation of the Pakistan place of business. Regulation 26 provides for Form-6 at least 30 days before cessation, with prescribed publication and BOI closure documentation. BOI permission expiry does not itself settle tax, employment, creditor or contract liabilities.

BOI and SECP fees and statutory deadlines

BOI's published fee guidance lists US$3,000 for initial one-year branch-office permission and US$2,000 for an initial one-year liaison-office permission, with separate sub-office charges. It also lists annual renewal charges of US$1,000 for a branch and US$500 for a liaison office. These are BOI fees, not SECP charges. Confirm the current category, duration, currency conversion and payment instructions with BLMIS before paying; do not assume a historic schedule applies to every applicant.

SECP's separate fee for registering a foreign company's documents is governed by the amended Seventh Schedule to the Companies Act. Use the current SECP statutory fee schedule and the actual payment instruction. Authentication, translation, professional fees, taxes and sector licences are separate costs.

Statutory periods to diarise include the 30-day initial registration under section 435, the 30-day change notice under section 436, annual accounts under section 437(2), the 60-day foreign-company name reservation under regulation 4 and the advance closure notice under regulation 26. BOI's published evaluation guidance describes inter-agency review, not a guaranteed decision date for every application.

Governing law and official materials

Companies Act, 2017, Part XII (sections 434–443); Companies Regulations, 2024 (regulations 4 and 20–28); Seventh Schedule; BOI branch and liaison permission policy; and any additional sector, tax, labour and local law relevant to the activities.

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.