Introduction

Running a private limited company in Pakistan is a promising way to build a scalable and structured business. However, with its legal status comes a suite of regulatory, legal, and financial responsibilities. This comprehensive compliance checklist for private limited companies not only covers annual filings but also dives into ongoing obligations, helping business owners avoid penalties, maintain good standing with regulatory authorities, and ensure sustainable growth.

Whether you’re a local entrepreneur, foreign investor, or corporate consultant, this blog post offers a step-by-step roadmap to ensure your company’s compliance with Pakistani corporate laws, particularly those enforced by the Securities and Exchange Commission of Pakistan (SECP) and the Federal Board of Revenue (FBR).

Part I: Post-Incorporation Compliance Requirements

1. Company Bank Account Setup

Once incorporated, the first compliance step is to open a dedicated corporate bank account in the company’s name. You’ll need:

• Certificate of Incorporation

• NTN Certificate

• SECP Form 1

• Board resolution authorizing signatories

• Memorandum and Articles of Association

2. FBR Registration and NTN Issuance

Every private limited company must obtain a National Tax Number (NTN) from the FBR. This registration is mandatory for:

• Filing income tax returns

• Withholding tax compliance

• Sales tax registration (if applicable)

3. Professional Tax Registration (Provincial)

Companies must register for Professional Tax with their respective Excise & Taxation Departments. This is mandatory in Punjab, Sindh, and KPK for employers.

4. Registration with Labor and Social Security Departments

If you have employees, it’s mandatory to register with:

• EOBI (Employees Old-Age Benefits Institution)

• PESSI/SESSI (Provincial Social Security Institutions)

5. Business Licenses and Sector-Specific Approvals

Depending on your sector (e.g., pharmaceutical, IT, finance, food), you may need approvals from:

• DRAP (Drug Regulatory Authority)

• PTA (Pakistan Telecommunication Authority)

• PSEB (Pakistan Software Export Board)

• Other relevant bodies

Part II: Annual Filing Requirements with SECP

6. Filing of Form A/B (Annual Return)

• Contains details of shareholders, directors, and registered office

• Filed via SECP’s Leap portal

7. Submission of Audited Financial Statements

• Mandatory for companies with paid-up capital over Rs. 3 million

• Must be filed within 30 days of AGM via SECP e-portal

8. Holding of Annual General Meeting (AGM)

• Must be held within 18 months of incorporation (first AGM)

• Subsequently, once every calendar year

• Agenda includes:

  • Approval of accounts

  • Appointment of auditors

  • Declaration of dividends

Part III: Tax and FBR Compliance

9. Monthly Withholding Tax Statements 

• Filed monthly via IRIS system

• Due by the 15th of each month

10. Income Tax Return (Corporate Tax Return)

• Due by 30th September for June year-end companies

• Extension possible upon application

• Must include:

  • Profit and Loss Statement

  • Tax computation

  • Supporting schedules

11. Sales Tax Returns (If Applicable)

• Monthly returns due by the 18th

• Must reconcile input/output tax, purchases, and carryovers

12. Employee-Related Tax Filings

• Salary tax deduction under Section 149

• EOBI & Social Security contributions

• Monthly payroll filings

Part IV: Corporate Governance and Secretarial Practices

13. Maintenance of Statutory Books

Keep updated records of:

• Share register

• Directors’ register

• Minutes of board and general meetings

14. Board Meetings and Resolutions

Hold at least one board meeting every quarter. Record decisions regarding:

• Banking matters

• Appointments or resignations

• Address or director changes

15. Updating SECP Records

File relevant forms with SECP:

• Form 9 for director changes

• Form 3 forr shareholding changes

• Form 21 for registered office updates

Part V: Legal, Contractual, and Operational Compliance

16. Renewal of Licenses and Certifications

Ensure timely renewal of:

• Trade licenses

• Sectoral approvals

• ISO or industry certifications

17. Review and Renewal of Agreements

Regularly review:

• Lease agreements

• Vendor/supplier contracts

• MOUs

18. Intellectual Property Rights (IPR) Protection

If applicable:

• Renew trademarks, copyrights, patents

• Prevent infringement of others’ IP

19. Beneficial Ownership Reporting

• Disclose Ultimate Beneficial Owners (UBOs) under AML/CFT laws

• Maintain records

• Submit updated BO forms annually to SECP

Part VI: Penalties for Non-Compliance

SECP Penalties

• Failure to file Annual Return: Rs. 1,000 – Rs. 10,000

• Non-holding of AGM: up to Rs. 100,000

• Non-submission of accounts: Rs. 5,000 per day of default

FBR Penalties

• Late return filing: Rs. 2,500 to Rs. 50,000

• Non-payment of tax: Default surcharge at KIBOR + 3%

Avoiding penalties helps preserve reputation, improve investor confidence, and secure eligibility for tenders and schemes.

Part VII: Beyond Annual Filings – Strategic Compliance Practices

20. Internal Audit and Risk Management

Recommended for medium to large companies to:

• Identify operational and financial risks

• Evaluate internal control mechanisms

21. Environmental, Social, and Governance (ESG) Compliance

Voluntary ESG efforts help:

• Attract responsible investors

• Enhance brand credibility

• Align with UN SDGs

22. Data Protection and Cybersecurity Compliance

Under Pakistan’s proposed Data Protection Bill:

• Establish data privacy frameworks

• Prepare breach response documentation

Conclusion: Compliance as a Competitive Advantage

Legal compliance is more than a requirement—it’s a business edge. It strengthens:

• Corporate transparency

• Stakeholder confidence

• Financial access

• Global credibility

With increasing regulatory scrutiny, proactive compliance can help your company prepare for expansion, public listings, and global partnerships.

Need help?
Reach out to Usman Rasheed & Co Chartered Accountants for expert support in SECP filings, tax returns, payroll, and corporate compliance.