Restructuring changes a company’s ownership, capital or legal form. Common steps are transferring shares, allotting new shares, increasing authorised capital, converting a single-member company into a private limited company, and mergers. Each must follow the Companies Act, 2017, the articles of association and the correct SECP filings.
Who this is for
- Owners selling or buying shares in a private company
- Companies bringing in new investors
- Single-member companies converting to private limited
- Groups reorganising or merging companies
How the restructuring & share transfers process works
- 1
Plan the change
We map the current structure and the target structure.
- 2
Approvals
We prepare board and shareholder resolutions.
- 3
Transfer documents
We draft share transfer deeds and allotment documents, with stamp duty advice.
- 4
SECP filings
We file the required forms with SECP.
- 5
Update records
We update registers and share certificates.
Documents you need
- ◆Memorandum and articles of association
- ◆Current shareholding details
- ◆CNICs of incoming and outgoing shareholders
- ◆Board and shareholder resolutions, if already passed
Timeline and fees
| Timeline | Share transfers and capital changes usually take one to three weeks. Mergers and schemes take longer because they need court or SECP approval. |
|---|---|
| Fees | A fixed fee, quoted in writing after we review your documents. Government fees, stamp duty and filing charges are listed separately so nothing is hidden. |
| Governing law | Companies Act, 2017 · Stamp Act, 1899 · Income Tax Ordinance, 2001 |
Restructuring work we handle
- Transfer and transmission of shares
- Allotment of new shares and increase of capital
- Change of directors and CEO
- Conversion of company status
- Mergers and amalgamations
- Closure and winding up
Getting it right
Errors in share transfers create disputes years later. We make sure every step is documented, stamped and filed.
Frequently asked questions
How are shares transferred in a private company?
By a share transfer deed, approval as required by the articles, payment of stamp duty, and recording the transfer in the register, with SECP filings where applicable.
Can an SMC become a private limited company?
Yes. When more members join, the SMC is converted and the change is filed with SECP.
Is tax payable on a share transfer?
Capital gains tax may apply. We coordinate with your tax advisor or our tax team.
