Public Limited Company Registration with SECP
Three or more person needs or intention to register a company to offer shares to general public may form a public company. A Public Limited company has to fulfill enhanced legal formalities as it can offer its share to general public.
Minimum three directors are required to form unlisted company, an unlisted company can offer shares to general public on its counter, but shares cannot be traded in stock market, whereas minimum seven directors are required to form listed company, a listed company can offer its shares to general public via Initial Public offering and later on, shares can be traded in stock market.
How to Register a Public Limited Company Registration with SECP
To register a public limited company with the Securities and Exchange Commission of Pakistan (SECP), you can follow these steps:
Company Name Reservation:
- Choose a unique name for your company and submit an online application for name reservation through the SECP E-Services portal. The name should comply with the guidelines provided by the SECP
Preparation of Incorporation Documents:
- Prepare the necessary incorporation documents, including the Memorandum of Association (MoA) and Articles of Association (AoA). These documents outline the company's objectives, shareholding structure, and internal governance rules.
NTN Registration:
- Company will also need to register for a National Tax Number (NTN) for your company through the FBR portal.
Online Company Registration:
- Complete the online registration process on the SECP eServices portal. Submit the required documents, including the MoA, AoA, DSC, and other relevant information as per the SECP's guidelines.
Payment of Fees:
- Pay the applicable registration fees online through the SECP portal. The fee structure varies based on the authorized share capital of the company.
Verification and Approval:
- The SECP will review your application and supporting documents. Upon successful verification and approval, the SECP will issue a Certificate of Incorporation, indicating the company's registration number.
CERTIFICATE of COMMENCENMENT:
A public limited company cannot commence its business or exercise its borrowing powers, unless the Registrar has issued a Certificate for Commencement of Business. The Registrar issues the Certificate for Commencement of Business once the following requirements have been Complied:
- Shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription
- Every director of the company has paid to the company the full amount on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash
- No money is or may become liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reason of any failure to apply for or to obtain permission for the shares or debentures to be dealt in on any stock exchange
- There has been filed with the Registrar of Companies a duly verified declaration by the chief executive or one of the directors and the secretary in the prescribed form that the aforesaid conditions have been complied with and the Registrar of Companies has issued a Certificate of Commencement of Business
- In the case of a company which has not issued a prospectus inviting the public to subscribe for its shares, there has been filed with the Registrar of Companies, a statement in lieu of prospectus
A public limited company may either be listed or unlisted. In case of a listed company its shares may be quoted and dealt with on one of the three stock exchanges of Pakistan. Whereas the shares of an unlisted public limited company may not be listed on a stock exchange.
Post-Registration Compliance:
- After registration, fulfill the post-registration compliance requirements, such as opening a company bank account, obtaining relevant licenses and permits, and ensuring compliance with tax obligations, including filing annual returns and financial statements.Additionally Code of Corporate Governance (CCG) Regulations along with Pakistan Stock Exchange PSX Rules and Regulations must has to be followed and fullfilled for compliance and filling respectively.
