Foreign companies that want a presence in Pakistan without incorporating a local company usually look at two options: a branch office or a liaison office. Both are permitted by the Board of Investment (BOI) and then registered with the Securities and Exchange Commission of Pakistan (SECP). This guide sets out what each office may do, the official process and fees, and when a locally incorporated company is the better choice.
It is a practical orientation based on official sources, not legal or tax advice. Requirements change, and specific steps should be confirmed with qualified advisers in Pakistan.
Branch office or liaison office: what each may do
| Branch office | Liaison office | |
|---|---|---|
| Purpose | To meet contractual obligations with public or private sector clients in Pakistan | To promote products, provide technical advice and assistance, explore joint collaboration and promote exports |
| Scope | Limited to the work in the signed agreement or contract | Promotional and liaison activity only |
| Commercial or trading activity | Not permitted | Not permitted |
| BOI fee, first year | USD 3,000 | USD 2,000 |
| BOI renewal fee | USD 1,000 per year | USD 500 per year |
Source: Board of Investment, Branch/Liaison Office. Sub-offices cost USD 1,500 (of a branch office) and USD 1,000 (of a liaison office). Permission is granted for one to five years and is renewable.
Step 1: Board of Investment permission
The application goes to the BOI with one original and five copies, and a soft copy by email. The BOI lists the following documents:
- The application form, completed, signed and stamped.
- The parent company’s registration certificate and Memorandum of Association, each attested by the Pakistani embassy in the home country.
- A board resolution or authority letter to open the office in Pakistan.
- A company profile.
- The CV and passport (or CNIC) copy of the authorised representative.
- For a branch office, a copy of the contract with the client in Pakistan.
The BOI circulates the application to the relevant bodies for comments or no objection certificates and states that permission is issued after seven weeks. Permission can later be cancelled if adverse remarks are reported or a no objection certificate is withdrawn.
Step 2: SECP registration as a foreign company
Once the BOI has given permission, the office must be registered with the SECP under section 435 of the Companies Act, 2017 and the Foreign Companies Incorporation Regulations, 2018 (SECP, Foreign Company FAQs). The process has two filings:
- Name reservation on Form Fnc.Form-I, with the BOI approval and the parent company’s certificate of incorporation.
- Registration on Form Fnc.Form-II, with the constitutional documents, certificate of incorporation, a board resolution naming a principal officer and an authorised person, that person’s consent, the latest annual return, and passport copies of the directors.
Core corporate documents must be certified in the country of origin and authenticated by a Pakistani diplomatic or consular officer, or apostilled where that route applies. Documents not in English need certified translations.
Two roles matter. The authorised person must be resident in Pakistan and able to accept legal process and notices for the company. The principal officer need not be resident, but a full address in Pakistan is required. SECP charges a name reservation fee of PKR 200 online and a registration fee for the foreign company, which is lower when filed online.
Step 3: Operating and renewing
After registration, the office deals with tax registration, a bank account and ongoing SECP filings. At renewal, the BOI asks a branch office for valid contracts, income tax returns for the last three years, the latest audited financial statements and proceeds realisation certificates. A liaison office provides an activity report, a receipts and payments statement and proceeds realisation certificates. Planning these records from the first day avoids problems at renewal.
When a subsidiary is the better route
A branch is tied to a contract and a liaison office cannot earn revenue. A business that will sell, trade or invoice in Pakistan on an ongoing basis usually incorporates a local company with the SECP instead. The Board of Investment states that there is no upper limit on foreign equity except in specified sectors, and that foreign investors may repatriate profits and dividends subject to State Bank of Pakistan procedures (BOI, FAQs).
Companies with foreign directors or shareholders are also subject to a security clearance by the Ministry of Interior. Since 2013, the SECP has incorporated such companies before clearance is completed, on an undertaking that directors will be replaced if clearance is refused (SECP press release, 12 March 2013). Our regulatory checklist for foreign companies covers the wider set of registrations.
How PIVRA can help
PIVRA prepares step-by-step registration and licensing guidance for a specific company and sector, from USD 1,500 per process, and market entry roadmaps that compare entry options, from USD 3,500. We work alongside your lawyers and accountants, through official channels only, and quote a fixed fee in writing before work begins.