Corporate · Cross-Border Incorporation · Poland → Pakistan · 6 weeks
A Warsaw-based fintech launched its Pakistan operations through a wholly-owned subsidiary. We delivered end-to-end incorporation including SECP registration, SBP foreign direct investment approvals, tax registration, payroll setup, and two operational bank accounts — in under six weeks.
The client was a payments-focused fintech regulated in Poland under PSD2 as a payment institution. It had identified Pakistan as a growth market following the State Bank’s Raast adoption and an established freelancer base. The commercial plan was to set up a Pakistan subsidiary for customer support, engineering, and compliance, repatriating service fees to the Polish parent under a transfer-pricing agreement.
The client wanted one law firm to hold the pen for incorporation, regulatory, tax, and employment set-up — a common request from EU clients who would otherwise have to coordinate between a company secretary, a tax consultant, and local counsel.
Fintech-adjacent incorporations in Pakistan require more diligence than a standard PLC because they touch the State Bank of Pakistan’s Foreign Exchange Manual and the SBP BPRD circulars on payment systems. Three specific issues had to be addressed: (1) the company’s objects clause had to be drafted to permit permissible outsourcing activity without triggering a payment-system licence requirement the subsidiary did not yet need; (2) the SBP’s foreign direct investment approval had to be obtained ahead of incorporation so share subscription monies could flow through legitimate banking channels; (3) transfer-pricing documentation had to be executable at day one to justify inter-company service fees under Section 108 of the Income Tax Ordinance 2001.
Practical constraints added time pressure: the client had a fixed EU board meeting at the end of six weeks at which it wanted to show a live Pakistan entity, signed local directors, opened bank accounts, and at least one hired engineer on the payroll.
We ran four parallel workstreams rather than sequential steps.
Workstream 1 — Corporate. Reserved the company name on SECP’s eServices within 24 hours. Drafted Memorandum and Articles of Association with a bespoke objects clause carved out for IT-enabled services and software development, excluding regulated payment activities. Filed SECP incorporation with the sole shareholder being the Polish parent and a nominee local director. Incorporation certificate issued within nine working days.
Workstream 2 — SBP. Prepared the foreign direct investment intimation under Chapter 20 of the Foreign Exchange Manual. Advised the Polish parent on the bank channels through which subscription money could be routed (the client’s Polish bank was correspondent-linked via a European bank with a Pakistani presence). Completed Form IFR within one week of incorporation; share subscription money landed in the new entity’s account in week four.
Workstream 3 — Tax and payroll. Filed NTN registration on FBR IRIS within 48 hours of SECP certificate. Registered for sales tax (PRA since the operations would be in Punjab) and drafted the inter-company service agreement and transfer-pricing memorandum. Engaged an accounting firm introduction for monthly bookkeeping.
Workstream 4 — Employment and banking. Drafted Pakistan-law employment contracts for the first engineer including IP assignment, confidentiality, and post-termination restraints appropriate under Pakistani law. Prepared a compliant employee handbook referencing the Punjab Industrial Relations Act 2010. Opened two bank accounts — one PKR, one USD — using our firm’s direct relationships with two tier-one Pakistan banks to compress the KYC timeline.
End of week 6: SECP-registered entity operational; NTN and sales tax registration complete; SBP FDI approval obtained and subscription money received; two bank accounts open and linked to the company’s IRIS profile; first engineer hired and on payroll; transfer-pricing documentation signed and filed. The client’s EU board meeting proceeded on schedule with a live Pakistan subsidiary to report.
Why this matter ran on time: (a) all four workstreams started on day one rather than waiting for SECP incorporation before touching SBP or FBR; (b) drafting the objects clause correctly from the outset avoided the need to amend MoA later (a four-week detour in Pakistan); (c) using a single law firm to quarterback tax, corporate, and employment meant every document referenced the same facts and parties consistently — fewer rounds of review.
Corporate Desk
One firm, four workstreams, fixed fee. A partner will respond within 24 hours.