Re-Registering a Dormant or Inactive Company in Pakistan – Complete Step-by-Step Guide

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Re-Registering a Dormant or Inactive Company – Full Process
Many businesses in Pakistan go inactive due to halted operations, missed filings, or lack of compliance with the SECP. However, reviving your dormant or inactive company is completely possible through a formal re-registration and restoration process under the Companies Act, 2017.

What Is a Dormant or Inactive Company?
A dormant company is one that has stopped operations or hasn’t conducted business activity for a financial year or more. Such companies typically:

  • Have not filed annual returns or accounts with SECP

  • Are struck off the register due to non-compliance

  • Have no ongoing commercial activity but still exist legally

Why Companies Become Dormant
There are several common reasons companies become inactive in Pakistan:

  • Temporary halt in operations due to financial or market conditions

  • Change in ownership or management

  • Failure to file annual returns (Form A, Form 29, etc.)

  • Not updating company records with SECP

  • Directors leaving the country or shifting business focus

Can a Dormant Company Be Re-Registered?
Yes, under the Companies Act, 2017, an inactive or struck-off company can be restored and re-registered with SECP. The process ensures that the company regains its legal status, allowing it to operate, open bank accounts, and carry out business transactions again.

Step-by-Step Process of Re-Registering a Dormant or Inactive Company

Step Action Description
1 Check Company Status Search your company name on SECP’s Company Name Search portal to confirm if it’s marked inactive or struck off.
2 Apply for Restoration Submit an application for company restoration through SECP’s eServices portal or via a physical submission to the Registrar of Companies.
3 File Pending Returns All pending annual returns, Form A, Form 29, and financial statements must be filed for the missing years.
4 Pay Penalties Clear all late filing penalties and restoration fees as per SECP’s schedule of charges.
5 Obtain Court Order (if required) In certain cases, if the company has been struck off for a long period, a restoration order from the relevant High Court may be required.
6 Update Company Records Ensure all director details, shareholding structure, and registered address are updated in SECP records.
7 Resume Business Operations Once restored, the company can legally operate, file returns, and maintain active status.

Documents Required for Restoration

  • CNIC copies of directors/shareholders

  • Proof of registered office address

  • SECP-issued Incorporation Certificate (if available)

  • Copies of last filed returns (if any)

  • Undertaking or affidavit for compliance

  • Court restoration order (in struck-off cases)

Fee and Penalty Structure
The total cost of re-registering a dormant company depends on:

  • Number of years of non-compliance

  • Type of company (Private Limited or SMC)

  • Late filing penalties per form

  • SECP restoration charges

For most small companies, the cost usually ranges between PKR 10,000 to PKR 50,000 depending on the delay and filings.

Court Restoration Process (For Struck-Off Companies)
If SECP has officially struck off your company name from the register, you’ll need to apply to the High Court for restoration. The court can order SECP to restore your company after verifying that the non-compliance was not fraudulent.
Once the court order is issued:

  1. Submit the order to SECP within 14 days.

  2. Pay restoration charges and late filing penalties.

  3. File all overdue returns and compliance forms.

  4. Your company status will change to “Active” in SECP’s register.

Tax Implications of Reactivating a Dormant Company
Re-registering also means reactivating your FBR registration (NTN). You may need to:

  • Update your FBR profile

  • File missing income tax returns and withholding statements

  • Reapply for active taxpayer status (ATL inclusion)

If the company had zero income during dormancy, “nil” returns can be filed with FBR to regularize the record.

Benefits of Restoring a Dormant Company

  • Regains legal status and limited liability protection

  • Retains original incorporation name and registration number

  • Enables bank transactions and contract renewals

  • Avoids the cost of forming a new entity

  • Protects intellectual property and brand name

How to Avoid Becoming Dormant Again
Once your company is re-registered, maintaining compliance is key:

  • File Form A and audited accounts annually

  • Keep director information updated (Form 29)

  • Renew business bank account operations

  • File income tax returns before due dates

  • Pay SECP and FBR fees on time

Quick Tip for Reactivated Companies
If your company plans to restart operations after years of inactivity, review your Memorandum of Association (MoA). Ensure your business activities still align with your current goals, especially if your sector has evolved (e.g., IT, services, or import/export).

Conclusion
Re-registering a dormant or inactive company in Pakistan isn’t complicated if you follow the right legal steps and submit all pending documents. By restoring your company through SECP, fulfilling FBR obligations, and keeping your records updated, you can revive your business legally and resume operations without losing your original corporate identity.

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