NBFC REGISTRATION

& LICENSING IN
PAKISTAN
(Requirements, Procedure & Charges)
THREE MAJOR STEPS FOR NBFC
LICENSE AND REGISTRATION

 Grant of permission to form NBFC

 Incorporation of NBFC
 License to carry-out business as NBFC
1.GRANT OF PERMISSION TO
FORM NBFC ORDER BY SECP
Step 1 of 1
 Application to SECP for permission to form NBFC
 Form-I of the NBFC rules, 2003 along with all annexures to form-I of NBFC Rules, 2003
(Form and annexures are also attached herewith)
 - Processing Fee of Rs. 250,000
ASSESSMENT OF FIT & PROPER CRITERIA

Step 2 of 1
 Assessment of Fitness and Propriety of the proposed sponsors/promoters as well as proposed
directors and CEO is carried out at this stage based on the aforesaid information.
 Procedure laid down of NBFC & NE Regulations, 2008 (Same is attached herewith) in
Schedule IX
AFTER PASSING THROUGH
FIT & PROPER CRITERIA
 We have to wait for the order by SECP for grant of permission to form NBFC
 Permission is valid for six months (extendable for maximum period of 3 months)
 Then, within 6 months we have to incorporate a public/private limited company at any city
(Islamabad, Lahore or Karachi).
NOW, WE HAVE TO REGISTER A
PUBLIC/PRIVATE LIMITED COMPANY
Step 2: Two methods for registering a company
 Online (By submitting the online form through Company Directors/Subscribers)
 By visiting the CRO office at Islamabad, Lahore or Karachi

After submitting the same details in the form (Hard format)

Online method is recommended as a speedy and lesser costly procedure.
PERMISSION LETTER FROM
BOARD OF INVESTMENT
A foreign company is required to obtain a permission letter from the
Board of Investment with a specific validity period for opening and
maintaining of its branch/liaison office in Pakistan. Copy of such
permission letter is required to be furnished with the documents
meant for registration. Renewal/ extension of the permission to
open/maintain a branch/liaison office is also required to be obtained
from the Board of Investment on the expiry of the validity period of
the permission originally granted. Whenever such renewal/extension
is granted, a copy must be furnished to the registrar concerned.
AFTER GETTING A PERMISSION TO FORM NBFC
AND INCORPORATION CERTIFICATE FROM SECP

Step 3: We have to apply for a license to Carry-Out

Business as NBFC
APPLICATION FOR OBTAINING
LICENSE TO CARRY OUT BUSINESS AS NBFC
REQUIREMENTS;
 Incorporation as a limited company (any form)

 Authorized, subscribed and paid-up share capital of the company (sponsors’ equity indicated separately);

Minimum Equity Requirements:

 Rs. 1,000 million – New deposit taking NBFCs

 Rs. 750 million – Existing NBFCs having Investment Finance Services (IFS) License

 Rs. 500 million – Existing deposit taking NBFCs having Leasing License

 Rs. 100 million – non-deposit taking NBFCs having IFS license (to carry out all types of lending)

 Rs.  Rs. 50 million – NBFCs having any one of Microfinance, Leasing, Discounting or Housing Finance Services license.
DIRECTORS’
REQUIREMENTS;
 Minimum number of directors is 2 for private limited Company, 3 for public limited company
and 7 for a listed company, as stipulated in Companies Act, 2017.
 1 or one third, whichever is higher, of the directors should be independent.
 One of the directors should have relevant experience of at least 5 year at a senior management
level if the total number of directors including CEO is less than or equal to three. If the
number of directors including CEO is greater than 3 then 2 of the directors should have
relevant experience of at least 5 years at a senior management level. (Reference: Schedule I of
the NBFC Rules, 2003)
OTHER REQUIREMENTS;
 Names and addresses of directors and number of shares held by each of them.
 Directors’ interest, direct or indirect, in any other company with details of such interest.
 Details of persons or group controlling the company including major shareholders with
number and value of shares held;
 Names of holding, subsidiary and associated undertaking, if any;
 Reasons for selecting the proposed place of business with statistical data.
 Additional facts in support of this application
ANNEXURES
 Certified copies of the memorandum and articles of association and certificate of
incorporation are enclosed
 An affidavit as to the correctness of the above information by the chief executive and two
directors.
 A receipt of rupees Rs. 250,000 for Microfinance, Housing Finance, Discount House, Leasing
license and Rs. 500,000 for NBFC with IFS license, being the processing fee
 Auditors certificate for calculation of equity
 Copy of annual accounts
ADDITIONAL
REQUIREMENTS IN CASE OF
FOREIGN SUBSCRIBERS
Regulation 15 of the Companies (Incorporation) Regulations 2017 (the Regulations) provides
additional requirements for security clearance of foreign subscribers, whereby regulation 3(ii) of
the Regulations provides that the companies having foreign subscribers/officers who are Afghan
or Indian national or of Afghan or Indian Origin will be incorporated after receipt of security
clearance and not on the basis of an undertaking. In this regard, following documents will be
submitted to SECP by the applicant for security clearance of foreign director(s)/subscriber(s): –
 CV, Passport and Application on Form II
AMENDMENTS (2015) IN REGULATORY
FRAMEWORK OF NBFC
 The amendments categorize NBFCs as lending NBFCs & Fund management NBFCs.

 Minimum Equity Requirement for non-deposit taking leasing companies and housing finance
companies has been reduced to PKR 50 million from PKR 700 million and that of non-deposit
taking investment finance services has been reduced from PKR 1,000 million to PKR 100
million.

 Lending NBFCs can apply for permission to raise deposits after complying with the prescribed
criteria related to Minimum Equity Requirement, Capital Adequacy Ratio (initially at 8
percent), credit rating etc. However, leasing companies, discount houses and house finance
companies are required to invest 70 percent of its total assets in its licensed form of business.
QUESTIONS
If there is any query related to the Registration and Licensing process of NBFC? Kindly let me
know through Email: aleem.khan@einsiydia.com WhatsApp or WeChat:+(92)(335)5778864.

Aleem Khan
Manager Legal & Compliance
PAVO-Technologies
(Advocate High Court)