Strategic Legal Support Across the Corporate Lifecycle

Understanding Corporate Law in Pakistan

Corporate law in Pakistan forms the legal backbone of business operations, governing the formation, governance, restructuring, and dissolution of companies. It recognises the company as a separate legal entity, distinct from its shareholders and directors, and ensures legal certainty in commercial transactions. The foundation of Pakistan’s corporate legal regime lies in the Companies Act, 2017, which replaced the Companies Ordinance, 1984, with the aim of modernising the legal framework in line with international standards. Administered by the Securities and Exchange Commission of Pakistan (SECP) under the SECP Act, 1997, the Act introduced wide-ranging reforms to enhance corporate governance, transparency, shareholder protection, and regulatory oversight. Key developments include digital compliance mechanisms, provisions for female board representation, beneficial ownership disclosure, Shariah-compliant company recognition, and facilitation of alternative dispute resolution through mediation and conciliation. The law also supports ease of doing business through simplified incorporation procedures, corporate restructuring pathways, and efficient exit mechanisms. Together, these reforms reflect Pakistan’s commitment to a progressive, transparent, and investor-friendly corporate legal environment.

Our Core Corporate Law Services

OmniCerta delivers comprehensive corporate legal services to support businesses throughout their lifecycle—from incorporation and governance to Mergers & Acquisitions, restructuring, compliance and capital markets. Our solutions are rooted in Pakistan’s legal framework, particularly the Companies Act, 2017, Securities Act, 2015, and relevant Securities & Exchange Commission of Pakistan regulations.

We provide business, strategic, and cultural advice backed by decades of experience, offering actionable guidance tailored to your commercial needs. Our lawyers have advised on innovative corporate ventures including public and private M&A, demergers, joint ventures, shareholder agreements, franchise deals, asset acquisitions, and cross-border transactions. Combined with this transactional expertise, we advise on company incorporation, corporate governance, shareholder rights, corporate restructuring, secretarial support and ongoing regulatory compliance.

Our team’s previous work with regulators such as the Securities & Exchange Commission of Pakistan, Election Commission of Pakistan, Competition Commission of Pakistan, State Bank of Pakistan and BOI provides unique insight into navigating Pakistan’s regulatory landscape.

1. Company Formation and Legal Structuring
   • OmniCerta helps businesses establish a legally sound foundation, ensuring compliance with the Companies Act, 2017 and SECP procedures. We align legal structuring with each client’s business model and sectoral needs.
     • Our services include:
       • Incorporation of:
         • Private and Public Companies
         • Single Member Companies (SMCs)
         • Companies under Sections 42 and 45
         • Trade Organizations
         • Non-Banking Finance Companies (NBFCs)
         • Limited Liability Partnerships (LLPs)
   • Drafting Memorandum and Articles of Association
   • Drafting employment contracts, commercial contracts, and buy-sell agreements
   • Advising on shareholding structure, capital contributions, and directorships
   • Governance model selection and statutory compliance advisory
2. NBFC Compliance and Regulatory Advisory Services
   • OmniCerta offers specialized compliance and advisory services for Non-Banking Finance Companies (NBFCs) in Pakistan, ensuring they adhere to the NBFC Regulations, 2008 and SECP directives. Their services cover licensing, regulatory reporting, corporate governance, AML/CFT, and capital adequacy for various NBFC types, including leasing, investment finance, and asset management companies. OmniCerta also helps NBFCs with ongoing disclosure, new product structuring, and preparing for SECP audits. 
     • Our services include:
       1. Assisting with the initial setup, registration and licensing of NBFCs with the SECP
       2. Preparing and submitting necessary reports to the SECP as required by regulations and fulfilling their ongoing disclosure obligations
       3. Advising on establishing and maintaining robust corporate governance frameworks within NBFCs
       4. Guiding NBFCs in ensuring that sponsors and key personnel meet the SECP’s fit-and-proper criteria
       5. Advising NBFCs to implement and maintain effective Anti-Money Laundering and Counter-Financing of Terrorism (AML/CFT) measures
       6. Assisting NBFCs in meeting the required capital adequacy ratios and managing their capital effectively
       7. Guiding NBFCs for potential SECP audits and inspections, ensuring they are ready for review
3. Mergers, Acquisitions, and Business Restructuring
   • We provide full-spectrum M&A advisory and legal structuring services for mergers, acquisitions, joint ventures, spin-offs, demergers, and reorganizations in compliance with Sections 282–283 of the Companies Act, 2017 and CCP’s approvals.
     • Our services include:
       1. Strategic planning, due diligence, and risk analysis
       2. Transaction structuring for legal, regulatory, and tax efficiency
       3. Drafting and negotiating Sale Purchase Agreements (SPAs), asset transfer agreements, and merger documents
       4. Regulatory approvals from SECP, CCP, and other authorities
       5. Post-deal integration and compliance support
   • Our cross-disciplinary teams combine expertise in tax, labor, data privacy, real estate, procurement, and litigation to deliver end-to-end support. We have experience across sectors and remain attuned to market practices and legal developments.
4. Capital Markets and Public Offerings
   • OmniCerta advises on capital-raising strategies compliant with the Securities Act, 2015 and PSX Listing Regulations, covering both equity and debt markets.
     • Key services include:
       1. Initial Public Offerings (IPOs) management and listing advisory (Main Board and GEM Board of the Pakistan Stock Exchange, PSX)
       2. Issuance of bonds, sukuks, commercial paper, and convertible debt
       3. Prospectus drafting and investor disclosures
       4. Regulatory filings and liaison withthe Securities and Exchange Commission of Pakistan (SECP), the Pakistan Stock Exchange (PSX), the National Clearing Company of Pakistan Limited (NCCPL), and the Central Depository Company (CDC)
       5. Structuring of private placements and pre-IPO transactions
5. Shareholder Agreements and Share Transfers
   • We assist in structuring and enforcing shareholder arrangements to protect interests and promote long-term corporate stability.
     • Our services include:
       1. Drafting shareholder, joint venture, and partnership agreements
       2. Structuring voting rights, profit-sharing, and management control mechanisms
       3. Share transfer documentation and regulatory compliance
       4. Dispute resolution through negotiation, mediation, arbitration, or litigation
6. Regulatory Compliance and SECP Representation
   • OmniCerta provides regulatory advisory and represents clients in enforcement proceedings before the SECP, ensuring timely and strategic legal responses.
     • Services include:
       1. Responding to SECP notices and enforcement actions
       2. Representation before SECP benches and Appellate Forums
       3. Negotiation of settlements and compliance strategies
       4. Advisory on SECP notifications, circulars, and regulatory requirements
       5. Compliance advisory and support to ensure adherence with SECP’s statutory and regulatory requirements under the Companies Act, 2017, Companies Regulations, 2024, Limited Liability Partnership Act, 2017 and other applicable regulatory frameworks
7. Corporate Dissolution, Exit, and Inactive Status
   • We assist businesses in exiting the market or changing operational status in compliance with Sections 424 and 426 of the Companies Act, 2017.
     • We handle:
       1. Voluntary winding-up and liquidation
       2. Drafting and filing of board/shareholder resolutions
       3. Applications for inactive status and liability protection
       4. Tax clearance and regulatory filings
       5. Essentially, OmniCerta provides end-to-end support for companies looking to wind up their operations or transition to an inactive state, ensuring compliance with the relevant sections of the Companies Act, 2017. 
8. Shariah Compliance and Beneficial Ownership Disclosure
   • OmniCerta supports clients seeking Shariah-compliant recognition or fulfilling global transparency obligations under Pakistani law.
     • Our services include:
       1. Shariah-compliant company recognition under Section 451 of the Companies Act, 2017
       2. Fit-and-proper advisory and liaison with religious boards
       3. Beneficial ownership disclosure under Section 452 of the Companies Act, 2017
       4. Registration with the Global Register of Beneficial Ownership
   • Core Practice Areas (box form) à Link to place order page:
     1. Company Incorporation and Structuring
     2. Shareholder Agreements and Director Advisory
     3. Commercial and Buy-Sell Agreements
     4. Corporate Governance and Risk Management
     5. Business Restructuring and Strategic Transformation
     6. Mergers, Acquisitions, and Joint Ventures
     7. Capital Markets Transactions (Equity & Debt)
     8. Public Listings and PSX Advisory
     9. Regulatory Compliance and SECP Representation
     10. Corporate Dissolution and Exit Planning

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