A LLP is a relatively new business structure in Pakistan. It was introduced by Securities and Exchange Commission of Pakistan (SECP) in 2017. This move by the SECP was initiated because there was a high demand for an alternative to the traditional partnership structure (AOP) and private limited company incorporation; an alternative that allows entrepreneurs to organise their business in a flexible, innovative yet an efficient manner.
Unlike an AOP, a LLP is a separate legal entity. This means that liability of each partner is limited to his/her ownership in the LLP.
The cost of forming and maintaining an LLP is higher as compared to the AOP but lower than the Private Limited Company.
LLP is taxed just like an AOP.
In this article we will explain the process of registering a limited liability partnership in Pakistan and also answer the FAQs around LLP registration.
If you want to understand how to choose a business structure for your new venture, hop on to this link.
Comparison of Limited Liability Partnership Structure with Traditional Partnership or AOP (Association of Persons)
| Association of Persons | Limited Liability Partnership |
| Not a Separate Legal Entity | Separate Legal Entity |
| Unlimited Liability | Limited Liability |
| Single Taxation Layer | Single Taxation Layer |
| Low Cost of Forming and Maintaining Partnership | Low Cost of Forming the LLP. Cost of Maintaining the LLP higher than AOP but lower than a Private Limited Company |
How to Register a Limited Liability Partnership in Pakistan
The process of LLP incorporation and management is regulated by SECP under the Limited Liability Partnership Act, 2017, and Limited Liability Partnership Regulations 2018.
Step 1: Name Selection and User Registration on SECP Website
The first step in the process of LLP incorporation is checking the availability of a name and applying for the reservation of this name with the registrar.
Once you have selected a name, you will have to register your account on SECP eservices for online filing or proceed towards manual filing.
Make sure you don’t use the prohibited words in your proposed LLP name.
Following words are prohibited under section 6 of the LLP Act:
1- Federal Government, Provincial Government, Name depicting association with any foreign government, Name suggesting association with any political personality, Commission, Authority, Register/ Registered, Co-operative, Bureau, Division, Department, Undertaking, Municipal, Union, Republic, Nation, President, Governor, Prime Minister, Chief Minister, Minister, Cabinet, Senate, National Assembly, Provincial Assembly, Parliament/ Parliamentary, Statute/ Statutory, Court/ Judiciary/ Judge, Jury, Administrator.
2- Names of International bodies and abbreviations thereof including, but not limited to, United Nations, South Asian Association for Regional Cooperation, Organization of Islamic Conference, World Bank, International Finance Corporation, Asian Development Bank, Islamic Development Bank, International Monetary Fund, Red Cross, Red Crescent.
Step 2: Filing Application for Name Reservation
An application (LLP Form-I) is filed for this purpose and if the registrar is satisfied, the available name is reserved for thirty (30) days. The availability of name stands cancelled if the applicant fails to file the application for incorporation of LLP within thirty (30) days.
A name availability letter is issued on the acceptance of proposed name.
Step 3: Completion of Documents: LLP Agreement & Other Documents
Once you have reserved the name, you need to complete the following documents to proceed towards incorporation:
- Attested copy of the LLP agreement duly executed by the partners, witnessed and notarized;
- Copies of National Identity Card (NIC) of the partners and of designated partners and in case of physical application, of witness to the documents and in case of foreigner, a copy of passport;
- Name Availability Letter;
- Consent of designated partner (if any);
- In case of physical application, original bank challan evidencing the payment of fee as specified in Fee Schedule given in the next section.
- Authority letter signed by all the partners in favour of the person who has been authorized to file documents (An advocate of the High Court/Supreme Court or a Chartered Accountant/Cost Management Accountant) and;
- Any other information and document as required by the registrar.
Step 4: File Application for Registration of Limited Liability Partnership (LLP)
Once you have compiled all documents, you can proceed to filing an application of incorporation of LLP (LLP Form-III). The registrar shall examine the application and documents and, if satisfied, will issue the LLP incorporation certificate.
FAQs Around Limited Liability Partnership Registration in Pakistan
What is a Designated Partner? Is it necessary to appoint a Designated Partner?
Partners in an LLP can appoint a Designated Partner who will be responsible for all administrative matters. The designated partner has to file a Consent Form along with the incorporation application expressing his/her willingness to take responsibility.
It is not mandatory by law to appoint a designated partner. If the partners opt not to one, all partners may have to act as a designated partner from time to time.
Can I file my application online?
Applications for incorporation can be filed both through online and offline means. For online filing, registration fee can also be paid online however for offline filing the bank challan/receipt against the payment of fee has to be enclosed along with the application.
How much time is required to Register a Limited Liability Partnership?
Assuming all documentation is complete, The SECP usually takes a period between one and two weeks to register an LLP
What are the relevant fees that have to be paid for the Registration of a Limited Liability Partnership?
Following is the fee schedule showing the official costs incurred during the process of LLP incorporation. It is notable that the fees paid to consultants and lawyers are separate and may vary from case to case.
Can I convert my AOP or Private Limited Company to an LLP?
Yes! It is possible to convert your Private Limited Company or an Association of Persons to an LLP by following the requisite application with the SECP.
Can a Foreign National be a partner in an LLP registered in Pakistan?
Yes! A foreign national can also be a partner in an LLP incorporated in Pakistan.
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