How to Close a Company in Pakistan 2026: SECP Guide

Introduction

Closing a company in Pakistan is rarely as simple as stopping work and letting the paperwork lapse. A company stays on the SECP register, and its tax registrations stay active, until it is formally closed. Missed annual filings and unfiled returns can keep building up in the meantime.

The right route depends on your company's position. A dormant company with no known assets or debts can use a short strike-off process. A company with assets to sell or debts to settle usually needs a voluntary winding up, and contested or insolvent cases go to court. Whichever route applies, your tax and compliance position needs to be in order first.

This guide explains the three closure routes, who is eligible, the forms and the fee SECP lists, and the tax clean-up that follows. It was checked against SECP and FBR sources in October 2026.

Quick Answer

To close a company in Pakistan, pick the route that matches its position. If it has stopped operating and has no known assets or liabilities, it can apply to the registrar for strike-off under SECP's Easy Exit scheme. If there are assets to sell or debts to pay, the company is wound up, with a liquidator disposing of assets, paying debts and distributing any surplus to members. Contested or insolvent cases go through the court. Closing the company with SECP does not cancel its tax registrations, which need separate steps with FBR. See our guide to FBR registration requirements for the tax side.

Quick checklist:

• Easy Exit: for dormant companies with no known assets or liabilities
• Voluntary winding up: for companies with assets or debts to settle in an orderly way
• Court winding up: for disputes, insolvency or regulatory action
• Always clear SECP filings and tax returns first
• Cancel tax registrations separately after closure

What "closing a company" actually means

People use several terms interchangeably, but they are not identical.

• Winding up (liquidation): SECP describes winding up as the process of ending a company's life. Assets are disposed of, debts are paid from the proceeds, and any surplus goes to members in proportion to their shareholding. It begins with a court order or a voluntary winding-up resolution, and the company ceases to exist once the proceedings are complete.
• Strike-off: The registrar removes the company's name from the register. Under Easy Exit, the company itself applies.
• Dissolution: The end result, where the company no longer exists as a legal entity.
• Deregistration: Informal shorthand that can mean any of the above, so check which process someone means.

If you set up your company through SECP, our guide on how to register a private limited company in Pakistan covers the other end of the lifecycle.

SECP Guide to Closing a Company in Pakistan in 2026: How the Process Works

The Securities and Exchange Commission of Pakistan (SECP) regulates company closure under the Companies Act 2017, and the route you take depends on your company's situation. A solvent company that wants to exit can go through voluntary winding up, which usually involves passing a special resolution, appointing a liquidator, and giving notice to creditors and the Registrar. A company with no operations and no liabilities may instead apply to have its name struck off the register as a defunct company. In both cases, SECP expects your annual returns and financial statements to be up to date, so pending filings and defaults should be cleared first. You will also need to settle tax and regulatory matters with FBR, EOBI, and the relevant provincial authorities, pay off creditors and employees, and distribute any remaining assets to shareholders. Most filings are submitted through SECP's eServices portal, and the process ends when SECP confirms dissolution or removes the company name from its register. Requirements, forms, and fees can change, so confirm the latest details on the SECP website or with a qualified corporate consultant before you begin.

I kept the paragraph general and left out specific section numbers, form numbers, and fee amounts, since those need to be checked against SECP's current published rules. If you'd like, I can write a shorter version for an intro or a longer one that covers each step in more detail.

You can contact Baco Consultants to discuss your company's situation, or browse our full list of services.

Which closure route fits your company?

This table is a practical summary. Which route you can use depends on your facts, so confirm it against the Companies Act 2017 and SECP's guidance.

Before you start: the pre-closure checklist

Most closure problems come from skipped compliance, not from the closure filing itself. Before applying, check these:

• SECP filings are up to date. SECP publishes its annual returns requirements for running companies. Fix any defaults first. Our corporate compliance calculator and late-filing penalty calculator help you size any exposure.
• Tax returns are filed. Review the Pakistan tax compliance requirements for 2026. A company with no activity usually still has to file, and our guide to filing a nil tax return explains how.
• Withholding and sales tax obligations are settled. Make sure your quarterly withholding statements and monthly sales tax returns are filed up to the closure date.
• Debts, bank loans, utilities and supplier balances are cleared or agreed. This is a hard condition for Easy Exit and a practical priority in any winding up.
• Employee dues are calculated.
• Open notices or audits are resolved. If you have received FBR correspondence, see how to respond to an FBR notice.
• Other registrations are listed. Make a list of every registration the company holds: provincial sales tax (see our PRA and SRB guides), licences, memberships and bank accounts. Each one has its own exit process.

Route 1: Strike-off through the Easy Exit scheme

Who is eligible?

Private and public unlisted companies, including section 42 not-for-profit associations, can apply under the Easy Exit Regulations. You are not eligible if any of these apply:

• The company is a subsidiary of a listed company, a foreign company, or a licensed trade organisation.
• It has outstanding liabilities to banks, financial institutions, tax authorities, utilities, government departments or private parties.
• Investigations, inquiries, inspections or court proceedings are pending or being initiated.
• There is a dispute over management or shareholding.
• It has been involved in illegal or fraudulent activity.
• It is a housing, real estate development or real estate marketing company.
• It solicited public deposits and has not completed repayment or delivery of promised goods or services.

The "no outstanding liabilities" condition catches many applicants. A company with an unpaid tax balance or an old bank facility cannot simply be struck off, so clear these first or consider another route.

What do you file?

You file four forms with the concerned registrar of companies: the application for striking off (Form EE-I), the members' resolution (Form EE-II), a declaration and indemnity (Form EE-III) and an auditors' certificate (Form EE-IV). The auditors' certificate means you need an independent auditor involved, even for a dormant company.

What does it cost?

SECP lists the application fee under the Seventh Schedule of the Companies Act 2017 as Rs 5,000 for online submission and Rs 10,000 for manual submission. Fees can change, so confirm the figure on SECP's fee schedule page before paying. SECP has also launched an online portal for the Easy Exit scheme to automate and simplify the process. Professional fees for the auditor and adviser are separate and vary, so we have not quoted a figure.

How to apply, step by step

1. Confirm eligibility against the exclusions above.
2. Clear any default in SECP filings and tax returns.
3. Pass the members' resolution and prepare the declaration and indemnity.
4. Obtain the auditors' certificate.
5. File Forms EE-I to EE-IV and pay the fee, preferably online.
6. Respond promptly to any registrar query.
7. After the name is struck off, move to the tax and regulatory clean-up below.

For the official wording of each step, see SECP's Easy Exit Regulations page.

Route 2: Voluntary winding up, step by step

Choose this route when the company has assets to sell, debts to settle, or a structure Easy Exit does not allow. SECP explains that voluntary winding up starts when a resolution for it is passed, after which assets are sold, debts are paid from the proceeds, and any surplus goes to members according to their shareholding.

In the Companies Act 2017, voluntary winding up is covered in Part X, including sections 347 to 380.

Members' voluntary vs creditors' voluntary winding up

Section 351 deals with the declaration of solvency, and section 352 sets out the distinction between members' and creditors' voluntary winding up. Creditors' voluntary winding up has its own provisions in sections 361 to 369, including a meeting of creditors in section 362.

In general terms, a members' winding up is for a company that can pay its debts, while a creditors' winding up applies where it cannot. Confirm the exact test in sections 351 and 352 before choosing.

The steps, mapped to the Act

1. Review the company's position. List assets, debts and tax liabilities. This decides whether you are in a members' or a creditors' winding up. Our guide to Pakistan's corporate tax compliance helps with the tax side.
2. Directors consider a declaration of solvency where the company is solvent (section 351).
3. Members pass the winding-up resolution (section 347). Where a special resolution is required, the Act's definition in section 2(66) means a majority of at least three-fourths of the members present and voting, at a meeting with at least 21 days' notice, unless all members entitled to attend and vote agree to shorter notice.
4. Give notice of the resolution (section 350). Sections 348 and 349 cover when the winding up commences and its effect on the company's status.
5. Appoint a liquidator (section 353). The liquidator must give notice of the appointment (section 355), and section 354 covers filling a vacancy.
6. The liquidator realises assets and pays creditors (section 370 covers distribution of property). Section 390 deals with preferential payments, so check which claims, such as taxes or wages, must be paid first.
7. The liquidator calls general meetings during the winding up (section 358). If the company turns out to be insolvent, section 357 sets out the liquidator's duty.
8. Final meeting and dissolution (section 359 for members' winding up, section 369 for creditors').
9. After dissolution, deal with records and leftover money. Section 413 covers disposal of the company's books and papers, and section 417 covers unclaimed dividends and undistributed assets.

Winding up under court supervision

Sections 381 to 387 cover winding up subject to the supervision of the court. This applies where a voluntary winding up continues under court oversight, for example because of creditor or member concerns.

What we have not verified

The exact SECP filing forms, deadlines and notice periods for a voluntary winding up. Take these from the Act itself and SECP's Winding Up Guide, and have a qualified professional review the file. Your final company return can be prepared through our annual income tax filing service for companies, and a clean set of records starts with sound small business accounting.

Route 3: Winding up by the court

When a company cannot or will not close voluntarily, the matter goes to court. SECP notes that winding up can begin with a court order.

Which court?

The Court under the Act is the Company Bench of a High Court. It is the High Court with jurisdiction over the place of the company's registered office. For winding-up jurisdiction, "registered office" means the place that has longest been the registered office in the 180 days before the petition is presented. If you moved your registered office recently, this matters.

When can a court wind up a company?

Section 301 lists the circumstances in which a company may be wound up by the Court, and section 302 covers when a company is deemed unable to pay its debts. Section 304 covers applications for winding up. In practice, petitions typically come from creditors or members, or follow regulatory action, but read section 304 for exactly who may apply.

What happens after the order?

Under the Act, the winding-up order's copy is filed with the registrar (section 309), suits against the company are stayed (section 310), and an official liquidator is appointed (section 315). The company is dissolved at the end under section 342, and the Court has power to stay a winding up (section 313).

How long does it take?

Section 6 of the Act says a petition before the Court should be decided within 120 days of presentation, and allows costs against a party that causes delay. Appeals from final orders go to the Supreme Court by a petition for leave within 60 days, but not against interlocutory orders. Treat 120 days as the Act's target, not a promise. Actual duration depends on the case.

Court winding up needs a lawyer. If creditors' claims include tax, our guide on how to handle FBR tax notices helps you understand that side.

What if the registrar acts first? Inactive and defunct companies

Easy Exit is a route you start yourself, but the Companies Act 2017 also gives the registrar powers over companies that have stopped operating. Part X of the Act includes section 424 ("Inactive Company"), section 425 ("Registrar may strike defunct company off register") and section 426 ("Easy exit of a defunct company").

We have verified these section headings but not the full wording of sections 424 and 425. Read them in the Companies Act 2017 to see what status and obligations apply to an inactive company, and what notice the registrar must give before striking a company off.

Practical points:

• Never ignore a registrar's letter or notice. Reply on time, and keep proof of the reply.
• Inactive does not mean exempt. An inactive company usually still has filing duties, so keep your monthly compliance checklist running until the company is formally closed.
• A strike-off by the registrar does not clear tax problems. Unresolved FBR notices remain your concern, so see common reasons for FBR notices.

Can a dissolved or struck-off company be restored?

Section 414 of the Act is headed "Power of Court to declare dissolution of company void". So there is a court route to challenge a dissolution. The time limit and who may apply are in the section text, which we have not verified here. If you think a company was closed in error, speak to a corporate lawyer quickly.

Special cases: SMCs, foreign-owned companies, section 42 companies and LLPs

How to close a single member company (SMC)

A single member company is a company with only one member, and one person can form it by meeting the registration requirements for a private company. SMC names carry the suffix "(SMC-Private)". If you formed one through our SMC registration service, the closure routes above all apply.

What changes in practice:

• One person decides. The sole member passes the resolutions and signs the forms. You still need an auditor for the Easy Exit certificate.
• Eligibility is the same. An SMC must meet the same Easy Exit tests: no outstanding liabilities, no pending inquiries and so on. Confirm with SECP that your facts qualify.
• If the sole member has died. The Act requires the subscriber to nominate a person who, on the sole member's death, transfers the shares to the legal heirs and manages the company as trustee until then. If the shares go to more than one heir, the company ceases to be an SMC and must follow section 47. Get legal advice before filing any closure papers in this situation.
• Do not let a two-member private company drift to one member. Under section 15, if a private company (other than an SMC) has fewer than two members and carries on business for more than 180 days, every member who knows of it can be personally liable for the company's debts contracted during that time.

If you are weighing closure against a simpler structure, see sole proprietor vs company.

Foreign companies, branches and foreign-owned companies

Foreign companies and subsidiaries of listed companies are excluded from Easy Exit. The Act defines a foreign company as one incorporated outside Pakistan that has a place of business or liaison office in Pakistan, or conducts business there in a specified way. Section 443 deals with the duty to intimate that a foreign company has ceased to have a place of business, and section 450 deals with notice of liquidation.

A Pakistani company that merely has foreign shareholders is not automatically a "foreign company", but check the facts. Moving sale proceeds abroad involves separate State Bank rules that we have not verified here, so take advice. Our guide on registering a company with foreign directors explains how such structures are set up.

Section 42 companies and LLPs

Not-for-profit associations licensed under section 42 can use Easy Exit if they meet the same conditions. Their filing duties are explained in our NGO compliance guide.

Limited liability partnerships are governed by the separate Limited Liability Partnership Act, 2017. LLP closure is a different process from company winding up. We have not covered its steps here, so check the LLP Act and SECP before acting. If you are choosing a structure, see our LLP registration service.

Tax and regulatory clean-up after closure

Closing the company on SECP's register is not the end. Tax registrations remain active until cancelled, and an active registration with missed returns can trigger notices or compliance penalties. Check these, in this order:

• Final income tax return. File through IRIS and keep proof. Our FBR IRIS registration guide helps if you need to re-familiarise yourself with the portal.
• Sales tax de-registration. FBR publishes a taxpayer de-registration form (STR-3) with "ceased to carry on business" as one of the grounds. Published sales tax rules also say a registered person who ceases business is liable to be de-registered. They require an application to the tax authority and an examination of whether tax liabilities are settled (FBR rules text). That document is old, so confirm the current procedure with FBR.
• Provincial registrations. If you were registered with a provincial revenue authority, de-register there separately.
• Distribution of surplus and asset sales. The tax treatment of asset disposals and shareholder distributions on closure is technical. Our overview of capital gains tax in Pakistan is a starting point, but get specific advice before distributing anything. We do not quote rates here because they depend on the current Finance Act.
• Bank accounts, licences and contracts. Close or terminate each one in writing and keep copies.

Employee dues and other creditors

Settle people before you distribute anything to members.

• Check the ranking of claims. Section 390 covers preferential payments in a winding up. Read it to see which claims, such as taxes and wages, come before ordinary creditors.
• Easy Exit needs a clean slate. Companies with outstanding obligations to private parties or government departments are excluded. Unpaid salaries and final dues are therefore a practical blocker, even if SECP's page does not list them by name.
• Finish your payroll tax paperwork. Issue salary tax certificates and complete withholding filings. See our guide to the salary tax certificate and employer NTN.
• Check other registrations. If the company is registered with social security or pension institutions, ask each how to deregister. We have not verified those procedures.

Are directors and members still liable after closure?

Closure does not erase misconduct. Two points matter.

Easy Exit. The application includes a declaration and indemnity (Form EE-III). Read it carefully before signing, because it is a personal commitment.

Winding up. Part X includes provisions on offences before or during winding up, covering delinquent directors (section 397), fraudulent conduct of business (section 398), failure to keep proper accounts (section 401), falsification of books (section 402) and prosecution of delinquent directors (section 403). Section 393 deals with fraudulent preference.

What this means in practice:

• Keep proper books until closure is complete.
• Do not move assets to insiders shortly before closing.
• Keep copies of resolutions, filings and closure confirmations. Tax-side failures can also create personal exposure, as discussed in withholding tax compliance mistakes.

How much does it cost, and how long does it take?

Cost

• Easy Exit fee. SECP's Easy Exit page lists an application fee of Rs 5,000 for online submission and Rs 10,000 for manual submission under the Seventh Schedule. SECP has amended the Seventh Schedule before, including SRO 1806(I)/2024, which raised fees for several document submissions. SECP's Acts page also lists SRO 2121(I)/2025 altering parts of the Seventh Schedule, and an updated Seventh Schedule as on 10 November 2025. So check the current Seventh Schedule on SECP's Acts page before paying.
• Winding-up costs. These include liquidator, auditor and legal fees, plus court fees where relevant (section 411 deals with court fees). We found no verified figure, so we do not quote one.
• Hidden costs. Unpaid taxes, penalties and creditor settlements are usually larger than filing fees. Use our late-filing penalty calculator to size default exposure.

Time

• Court route. The Act's target is 120 days from presentation of a petition, as covered above.
• Easy Exit and voluntary winding up. We found no official fixed timeline. SECP publishes a turnaround time page, so check whether it covers closure applications.
• What speeds things up. Up-to-date filings, cleared tax liabilities and complete documents.

What has changed recently?

As of 7 October 2026, this is what we could verify from SECP:

• The consolidated Companies Act 2017 listed on SECP's Acts page is the version updated on 18 August 2022.
• The same page lists an updated Seventh Schedule (as on 10 November 2025), SRO 2121(I)/2025 altering parts of that schedule, and a Gazette publication on striking off and Easy Exit dated 11 June 2025. We have not reviewed the contents of that Gazette item, so read it before relying on the Easy Exit process described here.
• We did not find a 2026 amendment to the closure provisions in SECP's Acts list. That is not proof that none exists, so check SECP's Acts page again before you file.

For tax-side changes that may affect your final return, see top tax changes in the Pakistan budget 2026-27.

Common mistakes to avoid

• Applying for Easy Exit with hidden liabilities. An outstanding tax balance or bank facility makes the company ineligible.
• Ignoring annual filings on the assumption that a dormant company need not file.
• Closing the company but not the tax registrations, which leaves FBR expecting returns. If your status is affected, see how to remove ATL inactive status.
• Distributing money to members before paying creditors.
• Not keeping records of the resolution, filings and closure confirmations.

Should you close, sell or restructure instead?

If the company has value, such as a client base, contracts or a clean compliance record, selling or restructuring may beat closing it. Our comparisons of a partnership versus a company and a sole proprietorship versus a company help you decide whether a lighter structure suits you better. A company that carries on with a simpler structure is often cheaper than a full closure.

Frequently asked questions

What is company winding up in Pakistan?
It is the legal process that ends a company's existence: assets are sold, debts are paid, any surplus goes to members, and the company is then dissolved.

Can I close a company online through SECP?
The Easy Exit application can be submitted online, and SECP has launched an online portal for the scheme. Other routes involve more steps, so confirm available filing options with SECP.

Can a company with outstanding loans or taxes use Easy Exit?
No. Companies with outstanding liabilities to banks, tax authorities, utilities, government departments or private parties are excluded.

Which forms does Easy Exit require?
Forms EE-I (application), EE-II (members' resolution), EE-III (declaration and indemnity) and EE-IV (auditors' certificate).

How much is the Easy Exit fee?
SECP lists Rs 5,000 for online and Rs 10,000 for manual submission. Confirm the current amount before paying.

Does closing the company cancel its NTN and sales tax registration?
Not automatically. Tax de-registration is a separate FBR process, and FBR publishes a form (STR-3) for taxpayer de-registration.

Can a real estate company use Easy Exit?
No. Housing, real estate development and real estate marketing companies are excluded.

How long does closure take?
We found no official fixed timeline. It depends on the route, the state of your filings and any registrar queries.

Do I need a lawyer or consultant?
Easy Exit needs an auditors' certificate. Court winding up needs legal representation. For voluntary winding up, professional help is strongly advisable because errors in resolutions or filings can delay or invalidate the process.

Can a single member company be closed in Pakistan?
Yes. It uses the same routes as other private companies, and the Easy Exit conditions apply in the same way.

What if the sole member of an SMC has died?
The Act provides for a nominee who transfers the shares to the legal heirs and manages the company as trustee until then. Get legal advice before filing closure papers.

Can SECP strike off my company without my application?
Section 425 is headed "Registrar may strike defunct company off register". Read its text for the conditions and notice requirements, and respond to any registrar notice promptly.

What is an inactive company under the Companies Act 2017?
Section 424 is headed "Inactive Company". Read the section to understand the status and what obligations continue.

Can a dissolved company be revived?
Section 414 gives the Court power to declare a dissolution void. Speak to a corporate lawyer, as time limits and eligibility are in the section text.

Can a foreign company's branch use Easy Exit?
No. Foreign companies are excluded.

Are directors liable after closure?
Not for ordinary business decisions in good faith, but the Act contains offence and liability provisions for fraud, bad accounting and similar conduct in winding up (sections 397 to 403). Keep proper records.

Who hears a court winding-up case?
The Company Bench of the High Court with jurisdiction over the company's registered office.

Why Choose Baco Consultants for Closing a Company in Pakistan in 2026: SECP Guide?

Closing a company in Pakistan involves more than filing a single form. It means passing the right resolutions, appointing a liquidator where required, clearing FBR and tax obligations, settling EOBI and employee dues, and completing every filing with SECP under the Companies Act 2017. A missed step can bring penalties, notices, or lingering director liability. Baco Consultants guides you through the entire winding up and strike off process, from checking your eligibility and preparing documents to handling SECP eServices submissions and obtaining the final closure confirmation. Our team stays current with SECP's 2026 requirements, so your application is filed correctly the first time and your case avoids unnecessary delays. Whether you are closing a private limited company, a single member company, or a dormant business, we offer clear timelines, transparent costs, and practical advice tailored to your situation, so you can close your company with confidence and without compliance worries.

If Baco Consultants has specific strengths, such as years of experience, number of closures handled, or offices in particular cities, tell me and I'll work them into the paragraph. I left them out because I don't have those facts.

Get your closure checked before you file

Most closure delays come from unresolved SECP or FBR compliance, not from the closure application. Baco Consultants can review your company's SECP and FBR filing position before you decide on a route. Start with our SECP registration and compliance consultants in Islamabad, explore our corporate tax advisory services, or contact our team with your company's details.

Conclusion

Closing a company in Pakistan comes down to three decisions. First, choose the route that fits your facts. Second, clear your SECP and tax position before you file. Third, finish the clean-up afterwards, because a closure on SECP's register does not close your tax registrations.

Easy Exit is the lightest option, but only for companies with no known assets or liabilities and none of the excluded circumstances. Companies with debts, assets or disputes need a winding-up process. In every case, a company that keeps its tax compliance current usually closes faster and with fewer surprises.

If you are unsure which route applies, review your position with a qualified adviser before filing anything. You can contact Baco Consultants to discuss your company's situation, or browse our full list of services.