Hashim Raza
Partner
Partner and Registered Trade Mark Agent (IPO-Pakistan, TM-215/20), with over 30 years of experience in IP law and SME development.
Company Registration
Two or more people who want to run a business together in Pakistan without forming a company have two main choices: a partnership firm under the Partnership Act 1932, registered with the Registrar of Firms of their province, or a limited liability partnership (LLP) under the Limited Liability Partnership Act 2017, registered with the Securities and Exchange Commission of Pakistan (SECP).
This guide compares the two and explains each registration, with the Punjab procedure in detail because we work from Lahore. Section numbers refer to the Act named in each paragraph.
A partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all, and the partners are collectively a firm (Partnership Act 1932, section 4). Every partner is liable, jointly with the others and also severally, for all acts of the firm done while he or she is a partner (section 25).
An LLP is a body corporate, separate from its partners, with perpetual succession (LLP Act 2017, section 3). Its obligations are its own, and a partner is not personally liable for them merely because he or she is a partner, though each partner answers for his or her own wrongful acts and liability is unlimited for fraud (sections 15 to 17).
| Point | Partnership firm | LLP |
|---|---|---|
| Registrar | Registrar of Firms appointed by the province (s.57) | Registrar designated by SECP from its officers (s.42) |
| Registration | Optional, at any time (s.58); an unregistered firm cannot sue on its contracts (s.69) | Required: the LLP exists only once registered (ss.3, 7) |
| Separate legal entity | No: “firm” is the partners’ collective name (s.4) | Yes, with perpetual succession (s.3) |
| Partners’ liability | Joint and several (s.25) | Not liable for the LLP’s obligations merely as a partner (s.16), except for fraud (s.17) |
| Partners | Two or more; over twenty in a business for gain must incorporate (Companies Act 2017, s.9) | At least two (s.9), including a designated partner resident in Pakistan (s.10) |
| Governing document | Partnership deed; the Act fills gaps (ss.11 to 17) | LLP agreement, filed with the Registrar (s.12) |
A firm may be registered at any time by sending or delivering a statement in the prescribed form, with the prescribed fee, to the Registrar of the area where any place of business of the firm is or will be (section 58(1)). The statement gives the firm name, the principal and any other places of business, the date each partner joined, the partners’ full names and permanent addresses, and the duration of the firm.
All the partners, or their specially authorised agents, sign and verify the statement (section 58(1) and (2)). The Registrar then records an entry in the Register of Firms (section 59), and a certified copy of that entry proves the registration (section 68(2)). Signing a statement with particulars one knows to be false or incomplete is punishable with up to three months’ imprisonment, a fine, or both (section 70).
The firm name may not use “Jinnah”, “Quaid-e-Azam” or words implying government sanction or patronage without the Provincial Government’s written consent, the name or initials of the United Nations or the World Health Organization without their authorisation, or any word the province has declared undesirable (section 58(3) to (3C)).
Partners may settle their mutual rights and duties by contract (section 11). Where the deed is silent, the Act decides: partners take no remuneration and share profits and losses equally (section 13), and a partnership with no agreed duration is a partnership at will (section 7).
Unless trade usage says otherwise, a partner’s implied authority does not cover referring a dispute to arbitration, opening a bank account for the firm in his or her own name, compromising a claim, or buying or selling immovable property for the firm (section 19(2)). The deed can extend or restrict that authority (section 20), so it should say who may sign, bank, borrow and settle disputes. It usually also covers capital, drawings, decision-making, admission, retirement and expulsion of partners, and what happens on death or dissolution.
In Punjab, the district offices that register firms state that the deed is written on stamp paper of Rs 1,000 or on e-stamp paper of the “46(b)” category; article 46 of the schedule to the Stamp Act 1899 is the entry for partnership instruments. Check the duty on the day you buy the stamp paper.
In Punjab, firms are registered by the Industries Department; at district level the District Officer (Industries, Prices, Weights and Measures) is the Registrar of Firms. Applications go through the Punjab Business Registration Portal (register.business.punjab.gov.pk), which the district offices say was launched in Lahore in November 2017. They list these requirements:
Observations on an application are sent by email and SMS.
| Registrar | Fee | Stamp paper | Published timing | Source |
|---|---|---|---|---|
| Punjab: District Officer (IPWM), online portal | Rs 2,000 (head C03545) | Deed: Rs 1,000 or 46(b) e-stamp | Average under 24 hours; “red line” three days (Multan) | DO (IPWM) Multan; DO (IPWM) Layyah |
| Islamabad: Director (Labour and Industries) | Rs 1,000 at the National Bank of Pakistan (head C-03545) | Deed: Rs 1,000; affidavit: Rs 5 | Certificate after ten days | ICT Administration |
Islamabad also asks for proof of an office in a commercial area and for all partners and witnesses to appear before the Registrar with original CNICs. In Sindh, the Partnership (Sindh Amendment) Act 2022 (Sindh Act No. XXXI of 2023) allows filing on a portal, with the certificate due within seven working days of completing the portal formalities. Confirm fees with the Registrar before paying.
The Act sets no penalty for staying unregistered. Instead, section 69 closes the courts:
The bar does not stop a suit for dissolution or for accounts of a dissolved firm (section 69(3)(a)), and does not apply to firms with no place of business in Pakistan (section 69(4)(a)). Because the partners who sue must appear in the Register, record new partners before you need the courts.
| Change | What is filed | Section | Punjab form |
|---|---|---|---|
| Firm name or principal place of business | Statement with fee, signed and verified like the original | 60 | Form-2 |
| Another place of business opens or closes | Intimation by a partner or agent | 61 | Form-3 |
| A partner’s name or permanent address | Intimation by a partner or agent | 62 | Form-4 |
| A partner joins or leaves; dissolution | Notice by an incoming, continuing or outgoing partner | 63(1) | Form-5 |
| A minor admitted to the benefits of partnership comes of age | Notice that he or she has or has not become a partner | 63(2) | Form-6 |
Source: Industries, Commerce and Investment Department, Punjab. A partner’s retirement or expulsion, and dissolution, also need public notice: notice to the Registrar plus publication in the official Gazette and a vernacular newspaper circulating in the district (section 72(a)).
Two or more persons associated for a lawful business with a view to profit subscribe an incorporation document; the LLP has a registered office; the document is filed with the fees SECP prescribes; and a statement of compliance is filed by an advocate, a chartered or cost and management accountant engaged in the formation, or a subscriber (section 5(1)). The document states the name, main business, province of the registered office, each partner’s name and residential address, the designated partners, and that liability is limited (section 5(2)). The name must end with “LLP” and must not deceive or copy an existing name (section 6).
Any individual, body corporate or company may be a partner, except an individual of unsound mind so found by a court or an undischarged insolvent (section 8(1)). At least one designated partner must be an individual resident in Pakistan, meaning present for six months in the preceding year; with corporate partners, two individuals act and one must be resident (section 10(1)). Since 2020 the LLP must also keep its partners’ ultimate beneficial owner particulars up to date (section 8(2)).
The Registrar’s certificate is conclusive evidence of registration (section 7(4)); registration must be refused if the business is undesirable, unlawful, deceptive or contrary to national security (section 7(5)). SECP’s Limited Liability Partnership Regulations 2018 set the forms, fit-and-proper rules for designated partners, accounts and audit, and conversion.
| Event | Time limit | Section |
|---|---|---|
| Registered office moves | Notice within 15 days; effective only on notice | 5(1)(b) |
| Partner or designated partner joins or leaves; designated partner’s name or address changes | Notice within 15 days | 14(1) |
| Designated partner post falls vacant | Appoint within 30 days, or every partner counts as one | 10(4) |
| New designated partner’s particulars and consent | File within 30 days | 10(6) |
| Transfer of a partner’s right to profits | Tell the Registrar within 7 days | 24(1) |
| Statement of accounts | Within 4 months of the 30 June year end, signed by designated partners | 2(1)(k), 20(2) |
| Fewer than two partners | After 6 months, a sole partner who knows is personally liable | 9(2) |
Source: Limited Liability Partnership Act 2017, Pakistan Code.
Under the Second Schedule to the LLP Act, a firm can convert only if the LLP’s partners are all the firm’s partners and no one else (paragraph 2). All the partners sign a statement giving the firm’s name, registration details, that it can pay its debts as they fall due, and that all its creditors agree, and file it with the incorporation document (paragraph 3). On registration the firm’s property, rights and liabilities vest in the LLP, and the firm is deemed dissolved and removed from the Register of Firms (paragraph 6); pending proceedings and contracts continue (paragraphs 8 to 12). Plan for two points:
For twelve months the LLP’s correspondence must state the conversion and the firm’s name and number (paragraph 16). A private company can convert under the Third Schedule if no security interest over its assets subsists and its shareholders become the only partners (paragraph 2).
A firm name on the Register of Firms, or an LLP name at SECP, gives no trade mark rights. Trade marks are registered separately with the Intellectual Property Organization of Pakistan (IPO-Pakistan) under the Trade Marks Ordinance 2001, so check the name before you order signage.
Our guide to trademark search and clearance in Pakistan explains how, and the official fees are in our trademark registration cost and timeline guide. At Raza & Associates, Hashim Raza is a Registered Trade Mark Agent with IPO-Pakistan (Trade Marks Registry), Reg. No. TM-215/20, on the Register of Trade Mark Agents since 25 January 2019.
For income tax, an “association of persons” includes a firm and, since the Finance Act 2026, a limited liability partnership (Income Tax Ordinance 2001, section 80(2)(a)). Each obtains its own National Tax Number (NTN) from the Federal Board of Revenue. Where an LLP’s income is exempt, a partner’s share of its profits is included in the partner’s own income (section 92(4A)). Sales tax registration is separate. See our tax services and compliance page for NTN registration and the compliance calendar for partnership firms.
No association or partnership of more than twenty persons may carry on a business for gain unless registered as a company under the Companies Act 2017; a person guilty of the offence is also personally liable for the business’s liabilities (section 9(1) and (2)). Joint family businesses and partnerships of lawyers, accountants or other professions that may not practise as limited companies are excepted (section 9(3)). If you expect to pass twenty owners, see company registration in Pakistan.
Raza & Associates is an intellectual property and corporate law firm, established in 2005, with its head office in Lahore. Our company registration practice covers business formation, including incorporation, compliance and advice on corporate structure. To discuss a matter, contact us.
Sources, read on 13 October 2026: the Partnership Act 1932 (Punjab Code), the LLP Act 2017 (Pakistan Code, updated to 15 October 2021), the Companies Act 2017, the Income Tax Ordinance 2001 (FBR text amended to 30 June 2026), and the official pages cited above. Fees and procedures change, so check them before you file. This guide is not legal advice on any particular matter.
No. The Partnership Act 1932 allows a firm to be registered at any time and sets no penalty for staying unregistered. But an unregistered firm cannot sue a third party to enforce a contract, and a partner cannot sue the firm or a fellow partner on the partnership contract, unless the firm is registered and the partners suing appear in the Register of Firms (section 69).
The Punjab district offices that register firms list a fee of Rs 2,000, deposited under head of account C03545, with the partnership deed on Rs 1,000 stamp paper or 46(b) category e-stamp paper (checked 13 October 2026). In Islamabad the ICT Administration lists Rs 1,000. Confirm the amount with the Registrar before paying, as fees change.
Applications go through the Punjab Business Registration Portal. The Multan district office publishes an average registration time of under 24 hours, with a red line of three days for the task. In Islamabad, the ICT Administration says the certificate can be collected ten days after the papers are submitted.
The LLP Act 2017 allows any individual, body corporate or company to be a partner (section 8). Every LLP must still have at least one designated partner who is an individual resident in Pakistan, meaning a person who stayed in Pakistan for at least six months in the preceding year (section 10).
The LLP Act 2017 sets no minimum. The form and value of each partner’s contribution, if any, is decided by the partners and may include money, property, intangible rights, knowledge or skills (section 18). The LLP agreement records what each partner has agreed to contribute (section 19).
Yes, under the Second Schedule to the LLP Act 2017, if all the partners of the firm, and no one else, become the partners of the LLP and all creditors agree. On registration the firm’s property, rights and liabilities vest in the LLP and the firm is deemed dissolved. Licences and permits do not pass automatically, and the former partners stay personally liable for the firm’s earlier debts.
Every LLP must keep books on the accrual basis and prepare a statement of accounts within four months of the end of each financial year, signed by its designated partners. Filing that statement with the Registrar applies to the classes of LLP that SECP specifies, and the accounts are audited under SECP’s regulations unless SECP has exempted that class (section 20, LLP Act 2017).
Your contacts
Partner
Partner and Registered Trade Mark Agent (IPO-Pakistan, TM-215/20), with over 30 years of experience in IP law and SME development.
Senior Associate
Senior Associate skilled in international commercial law, cyber security, and M&A, with extensive experience in corporate matters and regulatory compliance.
Senior Corporate Executive
Senior Corporate Executive with a diverse background in engineering, finance, and international development, proficient in managing multidisciplinary projects.
Practice area
Start your business on solid legal ground with our company registration services. We handle all aspects of business formation, including incorporation, compliance, and advice on corporate structure for your business success.
Share the relevant right, deadline and documents so our team can confirm the appropriate next step.