Not every foreign company entering Pakistan needs to incorporate a local subsidiary. A branch office lets a foreign company carry out permitted business, such as executing a contract, under its own name. A liaison office lets it build relationships and promote products without earning income locally. Both need permission from the Board of Investment (BOI) and registration with the Securities and Exchange Commission of Pakistan (SECP). This guide explains the difference, the approval steps and the obligations that continue after the office opens.
Quick answer: A foreign company that wants to set up a branch or liaison office in Pakistan first applies to the Board of Investment for permission, which includes security clearance. Once permission is granted and a place of business is established, the company files its documents with the SECP under the Companies Act, 2017, within 30 days. A liaison office may only promote and liaise and must be funded from abroad, while a branch office may undertake the business activities stated in its permission. Both need tax registration and continuing annual filings.
Branch office, liaison office or subsidiary?
| Feature | Liaison office | Branch office | Subsidiary company |
|---|---|---|---|
| Can earn income in Pakistan | No | Yes, within the scope of permission | Yes |
| Legal entity | Part of the foreign company | Part of the foreign company | Separate Pakistani company |
| Approval | BOI permission and SECP filing | BOI permission and SECP filing | SECP incorporation |
| Liability | Parent company | Parent company | Limited to the subsidiary |
| Typical use | Market research, promotion, coordinating with distributors | Executing a specific contract or project | Long-term operations, local trading and hiring |
If the plan is a permanent operation with local sales, a subsidiary is usually more practical. Our guide to setting up in Pakistan covers the questions boards ask when choosing a structure, and our SMC vs private limited comparison helps if you choose a subsidiary.
What a liaison office can and cannot do
- It can promote the parent’s products and services, explore investment opportunities and act as a communication channel
- It can promote technical and financial cooperation between the parent and Pakistani businesses
- It cannot sign commercial contracts, invoice customers or earn revenue in Pakistan
- Its expenses must be met through inward remittances from the parent company
Step by step: opening a branch or liaison office
- Prepare corporate documents. Certified and attested charter, memorandum and articles, certificate of incorporation, latest audited accounts, list of directors, board resolution approving the office and appointing an authorised representative.
- Apply to the Board of Investment. Submit the online application with the documents, the proposed scope of activities and, for a branch, the contract or project details.
- Security clearance. The application is cleared by the relevant security agencies through the Ministry of Interior.
- Receive BOI permission. Permission is issued for a fixed period and specific activities, with conditions to follow.
- Register with SECP. Within 30 days of establishing a place of business, file the prescribed documents, including the authorised person’s details and the principal place of business in Pakistan.
- Open a bank account with a scheduled bank in the office’s name for inward remittances and expenses.
- Register for tax. Obtain an NTN and, where the branch provides taxable services or goods, the relevant sales tax registrations.
Compliance after the office opens
- File annual accounts of the Pakistan office and of the foreign company with SECP within the prescribed time
- Report changes in the authorised person, address or parent company details to SECP
- Renew BOI permission before it expires, or seek extension for a new contract
- File income tax returns; a branch is taxed on income attributable to its Pakistani operations
- Keep records of all inward remittances and repatriations in line with State Bank of Pakistan rules
- Engineering and construction firms may also need PEC registration to work on projects
Common delays and how to avoid them
- Documents not attested by the Pakistani mission in the home country
- Scope of activities described vaguely, leading to BOI queries
- Late SECP filing after the office has already started operating
- Liaison offices invoicing customers locally, which breaches permission conditions
- Letting BOI permission lapse while staff are still in place
For a local company route instead, see our SECP company registration guide.
Frequently asked questions
Who approves a foreign branch office in Pakistan?
The Board of Investment grants permission for branch and liaison offices after security clearance. The office must then register with the SECP under the Companies Act, 2017.
Can a liaison office earn money in Pakistan?
No. A liaison office can only promote and liaise on behalf of its parent and must meet its expenses through remittances from abroad.
How soon must a branch register with SECP?
The foreign company must file the prescribed documents with SECP within 30 days of establishing a place of business in Pakistan.
Is a branch office a separate legal entity?
No. A branch or liaison office is part of the foreign company, so the parent is liable for its obligations. A subsidiary is a separate Pakistani company.
Does a branch office pay tax in Pakistan?
Yes. A branch is taxed on income attributable to its Pakistani operations and must register with the FBR and file returns.
How CEC can help foreign companies
Connect Engineers & Consultants prepares BOI applications, coordinates document attestation, files with SECP, opens tax registrations and manages annual compliance for branch and liaison offices. See our SECP corporate services.
Planning an office in Pakistan? Tell us what the office will do and we will recommend the right structure.
BOI policies, SECP requirements and foreign exchange rules can change. Confirm current requirements with BOI, SECP and your bank before applying. This guide is general information, not legal or tax advice.
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