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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
Not sure which business entity is right for you and your company? No problem! Our expert lawyers here at can give you a free consultation to help you decide, or you can also use the link below

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PROCEDURE TO REGISTER A LIMITED LIABILITY PARTNERSHIP IN PAKISTAN

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.

FAQs

A Limited Liability Partnership (LLP) in Pakistan is a hybrid business structure that combines the features of a partnership and a corporation. It allows partners to limit their liability to the extent of their investment in the LLP while enjoying the flexibility of a partnership.

The key benefits of registering an LLP include:
Limited liability for partners.
Flexibility in management and operation.
Separate legal entity status.
Easier compliance requirements compared to a private limited company.
No minimum capital requirement for registration.

To register an LLP in Pakistan, you need:
A unique name for the LLP that complies with SECP guidelines.
A registered office address.
At least two designated partners, who can be individuals or corporate entities.
A Memorandum and Articles of Association.
Digital signatures for partners.

The registration process for an LLP involves:
1. Name Reservation: Submit a name application to the Securities and Exchange Commission of Pakistan (SECP) for approval.
2. Prepare Documents: Draft the LLP agreement and prepare the required documents.
3. File with SECP: Submit the application along with documents and fees to SECP via their online portal.
4. Obtain Certificate: Upon approval, SECP issues a Certificate of Incorporation, officially registering the LLP.

The registration process for an LLP typically takes about 7 to 14 business days, depending on the completeness of the application and documents submitted. Name approval can also impact the timeline.

The essential documents required for LLP registration include:
Name reservation application.
Memorandum and Articles of Association.
Identity proof (CNIC) of partners.
Proof of registered office address.
Digital signatures of designated partners.

Yes, the registration process involves various fees, including:
Name reservation fee.
LLP registration fee based on the authorized capital.
Additional fees for obtaining digital signatures or notarizing documents, if applicable.

Yes, foreigners can be partners in an LLP in Pakistan. However, at least one partner must be a resident of Pakistan. Foreign partners may need to provide additional documentation, such as a passport copy and proof of residence.

A designated partner in an LLP is responsible for managing the day-to-day operations of the partnership. They are also accountable for compliance with legal and regulatory requirements on behalf of the LLP, such as tax filings and maintaining records.

An LLP in Pakistan is taxed as a partnership. The income generated is taxed at the partner level rather than the LLP itself. Each partner must report their share of profits on their personal tax returns, subject to individual tax rates.

Yes, an LLP can change its name after registration. To do so, the designated partners must pass a resolution to change the name and submit the application to SECP along with the required documents and fees.

To dissolve an LLP in Pakistan, follow these steps:
1. Pass a resolution among partners to dissolve the LLP.
2. File the dissolution application with SECP, along with the required documents.
3. Publish a notice of dissolution in a local newspaper.
4. Obtain a Certificate of Dissolution from SECP.

If a partner leaves an LLP, the remaining partners can continue the business. The LLP agreement should outline the procedure for partner withdrawal, including the distribution of assets and liabilities. If no agreement exists, the LLP may need to be dissolved.

Yes, an LLP can convert to a private limited company or other business structure. The conversion process involves obtaining approval from the SECP and following the necessary legal requirements for the new business entity.

While it's not legally required to file an LLP agreement with SECP, having a written LLP agreement is crucial. It outlines the rights, duties, and responsibilities of partners, helping to avoid disputes and ensuring smooth operation.

An LLP in Pakistan requires a minimum of two designated partners for registration. There is no maximum limit on the number of partners.

An LLP must maintain proper accounting records, including:
Financial statements.
Tax records.
Minutes of meetings.
Records of partner contributions and distributions.
Maintaining these records ensures compliance with legal requirements and facilitates tax filings.

Yes, an LLP can borrow money from banks and financial institutions. Having a formal business structure and limited liability status may make it easier for the LLP to secure loans and credit.

Common reasons for rejection include:
Non-compliance with name availability regulations.
Incomplete documentation.
Failure to meet the eligibility criteria for partners.
Issues with the LLP agreement.
Ensuring all documents are accurate and compliant can help avoid rejection.



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