How to Register a Limited Liability Partnership (LLP) in Pakistan

In 2017, the Securities and Exchange Commission of Pakistan (SECP) introduced a new business structure in Pakistan. This new business structure gives entrepreneurs more options when registering their businesses. Prior to this change, the following business entities were available in Pakistan:
Sole Proprietorship
Partnership firm
Private Limited Company
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The SECP introduced a new business structure in the form of a Limited Liability Partnership (LLP) to start-ups and other established businesses. This will allow them to shape their business to their best advantage. In order to register a partnership firm (AOP), the rights and obligations of each party are fully defined and an agreement is drafted to offer maximum protection to partners.

In most cases, it's more beneficial for entrepreneurs to register a Partnership Firm (AOP). This is because drafting rights and obligations specifically to their needs offers maximum protection from any future disputes that might come up during the course of business. However, the biggest disadvantage of doing this is that the partners become just as liable as the Partnership Firm (AOP) itself.

The partnership firm (AOP) and the partners are one and the same when it comes to the liability of the partnership business. For example, if a court decree is issued in favor of a creditor in relation to some liability against the Partnership Firm (AOP), each partner becomes fully liable to satisfy the decree, both individually and jointly. The assets of the partners as well as those of the partnership firm can be attached and liquidated by the court to satisfy the decree. This is where the Limited Liability Partnership comes in handy for those who wish to limit their liability in partnership business.

An LLP is a legal entity that's separate from its partners, and each partner's liability is limited to their share in the partnership business. For taxation purposes, though, an LLP enjoys similar benefits to a partnership firm.

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The registration process for a Limited Liability Partnership (LLP) is regulated by the Security Exchange Commission of Pakistan (SECP). The procedure for registering an LLP is as follows:

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Step 1: Registration with SECP (eservices Portal)

The first process is to get registered with e services SECP by entering your CNIC details. Once your details have been entered, SECP will send you pin codes on both your email and mobile that are registered in your name.

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Step 2: Name Availability

After you have registered your Limited Liability Partnership (LLP) with SECP eservices, your chosen name for the LLP shall be applied with SECP on the prescribed format. Once SECP has inspected and reserved the name for a period of 30 days, the incorporation of the LLP can be processed and finalized. It's very important to choose an appropriate name for your Limited Liability Partnership that doesn't include any prohibited words which could be seen as deceptive, inappropriate, or already in use by another entity.

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Step 3: Process of filing documents with SECP

After the name has been reserved by the SECP, the next step is to begin processing and finalizing the documents required for registration of your Limited Liability Partnership (LLP). The required documents for registration are as follows:
-The deed of partnership
-The Articles of Partnership
-The registration fee

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Duly filled in Form III

LLP agreement duly executed, witnessed and notarized by licensed Notary Public for each partner;
Name Availability letter issued by SECP for designated partner
National Identity Card of each partner and designated partner
Consent of designated partner authorized by any local or foreign entity
In case of foreign partner, copy of passport

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Payment of registration fee as prescribed by SECP

This letter of authority is in favour of the person submitting and receiving documents on behalf of partners. Upon submission of documents, the SECP will process the application for registration within 2 weeks and issue a certificate of incorporation, unless an objection is ordered. In that case, the objection must be removed in order to obtain the incorporation certificate from the SECP. We have a team of lawyers who specialize in registering and incorporating different entities. We have developed a great professional reputation in the business market over the past 12 years. We have a deep understanding of the law, and we are also able to empathize with your concerns so that you don't have to worry about the process.

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