When deciding to Register an AOP in Pakistan, you should realize there are usually Two Types of registrations of a conventional partnership business:

How to Register an AOP in Pakistan — Quick Answer

The actual steps for a typical Partnership Firm to do the AOP registration are:

What Is an AOP in Pakistan?

Association of Persons (AOP). A partnership is an agreement between partners in regard to issues like ownership, capital contribution, management, distribution of profits/losses etc.

Is an AOP the Same as a Partnership Firm?

AOP vs Sole Proprietorship vs Company vs LLP

Structure Owners Liability/structure Main registration route
Sole proprietorship One owner Owner and business are closely connected FBR/business registrations as applicable
Partnership/AOP Two or more partners Partners operate under their agreement; ordinary partnership liability can extend to partners Registrar of Firms + FBR
LLP Two or more partners Separate limited-liability statutory structure SECP
Company Shareholders Separate corporate structure SECP + FBR

Which Authorities Register an AOP?

There is a reason why there is confusion about AOP – different authorities carry out different functions.

Registrar of Firms

The Registrar of Firms is responsible for the partnership law and provincial registration framework for the registration of the partnership firm.

Punjab, for instance, has the rules of registration of firms (Punjab Partnership Rules) and furnishes government forms for firms’ registration and has an online business registration portal.

The Registrar keeps a legal record of the firm and its partners when they register.

Federal Board of Revenue (FBR)

FBR handles the tax registration of the AOP.

FBR will need all of the following information: AOP/business name, business address, accounting period, contact information, principal activity and identifying details/share percentages of the partners.

Following taxpayer register success, AOP will get its tax registration/NTN credentials for tax compliance.

Does an AOP Need SECP Registration?

The Registrar of Firms is the main body that facilitates the formation of a normal partnership firm as opposed to SECP.

There is a difference between the two structures in the registration requirements provided by FBR: for a partnership, an AOP/firm provides the partnership document and for a company, the incorporation certificate is provided by an SECP.

Where the structure is a company or an LLP or where some other separate issue arises which is subject to SECP, SECP comes in to play.

The term “SECP Registration” can mislead users as there is no such requirement for an ordinary partnership (AOP).

Documents Required for AOP Registration in Pakistan

The specific documents required may vary by province, and the nature of the registration (and the status of the partnership itself) can affect the documents required.

Documents for Registrar of Firms Registration

Common Registrar-of-Firms documentation found across partnership-registration procedures includes:

Documents Required for FBR AOP Registration

  1. original partnership deed, in case of a firm;
  2. original Registrar of Firms registration certificate, in the case specified by the FBR registration process;
  3. CNICs of all members/partners;
  4. an original authority letter on AOP letterhead, signed by all members/partners, authorizing one member/partner for income/sales-tax registration;
  5. a mobile phone with a SIM registered against the authorized person’s own CNIC and meeting FBR’s stated registration condition;
  6. an email address belonging to the AOP;
  7. original certificate of maintenance of a bank account in the AOP’s name;
  8. original tenancy/ownership evidence for the business premises where applicable;
  9. an original paid utility bill for the business premises not older than three months where applicable.

Additionally, FBR has set up a separate page titled “Requirements before Registration” on its website that also seeks the information of business details, identification/share percentage of the AOP’s partners.

Be sure to verify the most up-to-date FBR guidelines prior to showing up as processes and functionality may vary.

Step 1 — Choose the Firm Name and Partnership Structure

Before preparing forms, agree on the fundamentals of the business.

Decide:

Spelling, C NIC details, addresses and ownership percentages on all documents are consistent, minimizing potential for inconsistencies later on.

Step 2 — Prepare the Partnership Deed

The fundamental agreement that determines the partnership relationship between the partners is a partnership deed.

A good deed also helps to alleviate uncertainty when the partners sometime later start disagreeing on financial issues, control, exit or dissipation.

What Should a Partnership Deed Include?

Depending on the business, a professionally prepared deed may address:

They are some of the areas that detailed partnership-registration competitors like LEX and Kickstart focus on.

Don’t copy any standard deed without taking into account how your particular business will function.

Step 3 — Register the Partnership with the Registrar of Firms

The various documents generally covered in the registration file are Partnership Deed, Application Form, Identification documents, Address Proofs and Prescribed fee/challan material.

Partnership Registration in Punjab

Punjab offer a Business Registration Portal which contains the facility for account registration and a step-by-step process for business registration. It also offers a search function for public partnerships that is also able to search firms that are in partnership.

Firm Registration Forms are also published by the Punjab Industries, Commerce & Investment Department.

The requirements will be posted on the official portal; if the portal screen is different or there are changes in the procedures at provincial level, please adhere to the requirements as shown on the portal screen.

Registration Outside Punjab

Partnership registration is administered through the relevant provincial/local Registrar of Firms framework.

Do not assume that:

Use the registration authority applicable to the firm’s location.

Step 4 — Prepare the AOP Bank and Business Documents

Read the Tax House checklist of documents before coming to FBR.

A third party guide is often not included in the required documents is a certificate to show the maintenance of a bank account in the AOP’s name. It is featured in FBR’s current AOP registration checklist.

This is essential because some guides on the internet put the opening of the AOP bank account only after getting the NTN.

There are different KYC requirements at the bank so, you should enquire from the bank what partnership documents it requires for opening or maintaining the required AOP account.

The up-to-date documents of the premises should also be available.

How to Register AOP in FBR

One Federal Board of Revenue (FBR) member or partner needs to visit a Tax House facilitation counter with the necessary original partnership, authorization, banking and business-premises documents to register an AOP in FBR. According to the current registration page on the FBR’s website, individuals can use FBR’s normal online registration system but not AOPs/companies.

This takes care of the popular question “how to register AOP in FBR“.

1 — Authorize One Partner

Write an authorization letter out on AOP’s letterhead.

FBR maintains that the letter has to be signed by all the members/partners and given to one of them as a power of attorney for income/sales-tax registration.

Check:

2 — Visit a Tax House Facilitation Counter

The originals should be taken to a facilitation counter of a Tax House to be attended by the authorised member/partner.

FBR has made special guidelines for the registration as Tax House with the counter for individual, AOP and Companies.

3 — Submit the Required Originals

Present the relevant:

In addition, make sure that the information provided is firm’s business name, address, accounting period, principal activity and partner share information as these are the information required for AOP registration as per FBR.

4 — Complete FBR Verification and E-Enrollment

FBR will use the provided data to develop/compile the AOP in its taxpayer-registration system.

Make sure that:

Errors at this stage can cause unnecessary correction work later.

5 — Receive the AOP NTN and IRIS Access

The AOP is issued its taxpayer registration credentials after the registration/e-enrollment process.

The registration number/NTN of an AOP/companies is a seven digit number NTN, according to FBR.

The entity then benefits from FBR’s systems to return and deal with tax compliance.

Can You Register an AOP Completely Online Through IRIS?

FBR’s current public registration guidelines are not via the more traditional online-registration system of individuals.

FBR expressly states:

This distinction is significant as a number of private guides are presently marketing IRIS as a totally online process for AOP.

IRIS is still relevant with regard to electronic tax compliance once a taxpayer registers through it, it’s not the same as the current initial AOP registration process, as outlined by the FBR.

It is important to refer to FBR’s most recent guidelines before making any application as the authority may digitize or modify procedures in the future.

Registered vs Unregistered Partnership Firm

This is a frequently asked question: Is every partnership automatically invalid as the result of not registering with the Registrar of Firms?

The legal situation is a bit more complicated.

The consequences of not registering are detailed in the Partnership Act. There are certain suits which are restricted under section 69 to enforce the rights of the contractual partner or of an unregistered firm. That is still followed by Pakistani courts.

The FBR also has its own page titled “Requirements before Registration” which also identifies the difference between:

Why Registrar Registration Is Still Important

While there can be an underlying partnership arrangement without registering, where there is a formal registration, it can be important because it:

In most cases, the business that has a plan to be a formal business entity for banks and tax authorities will register the business first.

How Much Does AOP Registration Cost in Pakistan?

Let’s not compile a single nationwide figure which cannot be relied on as the cost of registering all the AOP’s.

Potential costs can include:

The costs may vary from province to province and from type of partnership to partnership.

Please note that the package price a consultant is quoting is not the government’s fee.

Likewise, the registration fee given for Lahore or Karachi shouldn’t be assumed as the national registration fee.

How Long Does AOP Registration Take?

No specific official processing-time exists for all the AOPs in Pakistan.

Time depends on:

Estimates of processing times given by some private competitors are extremely short and must not be stated as a FBR or Registrar guaranteed processing time.

It would be better to have all documents filled in properly in advance and follow the information for processing provided by the relevant authority.

What Happens After AOP Registration?

The AOP does not have their obligations with regard to the compliance reduced upon receiving the certificate of registration and their NTN only.

Annual Income Tax Return

An AOP, with a requirement to submit an Income Tax Return, is required to submit it through FBR’s system.

The normal due date for an Individual & Association of Person (AOP) income-tax-return is currently set by FBR as 30th September of the tax year but it may be delayed due to extension of due date and/or changes in legislation for a given tax year.

Please always use the filing date for the specific tax year and not refer to an old article.

Active Taxpayer List (ATL)

Having a notification of termination does not mean that a filer is automatically turned into an inactive filer for an indefinite period of time.

FBR offers a verification process for companies and AOPs with its seven digit NTN to get them Active Taxpayer List (ATL) status.

The AOP should therefore do its duty to file return and check its status, if applicable.

Sales Tax or Provincial Sales Tax Where Applicable

Income-tax registration is not a prerequisite for all the other tax registrations of an AOP.

Depending on the business, other registrations might be required:

Clarify these responsibilities based on the actual business activities and jurisdiction and not automatically include all registrations.

Business Bank and Other Registrations

After formation and tax registration, a business may also need to review:

These are separate from the basic AOP registration process.

Common AOP Registration Mistakes

1. Treating AOP, LLP and Company as the Same Structure

A partnership AOP is not an alternative or shortened form of a private limited company or LLP.

The first step in deciding which legal structure to use is to decide which one(s) to use.

2. Starting With the Wrong Authority

Please do not presume that SECP is the primary registrar in the case of an ordinary partnership firm.

The role of Registrar of Firms is different to that of the Registrar of FBR.

3. Assuming Initial FBR AOP Registration Is Fully Online

This is what many third party websites suggest.

FBR’s existing published process has a requirement for an AOP member/partner to attend a Tax House facilitation counter.

4. Preparing an Incomplete Partnership Deed

A deed which identifies only the partners and their profit sharing ratio might not constitute a real business relationship.

Prevent issues by anticipating address management, capital, exit and disputes/dissolution.

5. Inconsistent Partner Details

Check that:

6. Missing the Authority Letter

An original authorisation letter signed by members/partners on AOP letterhead is expressly mentioned by FBR.

7. Missing the AOP Bank Certificate

Perhaps another significant FBR checklist item to consider is the AOP bank-account maintenance certificate.

8. Using an Old Utility Bill

A paid business premises utility bill (not exceeding three months in age) is cited by FBR’s published Tax House checklist in the instance of a business premises.

9. Confusing NTN Registration With Filer Status

An NTN is a unique identifier that identifies the taxpayer.

The compliance to the IMDT and ATL is ongoing.

AOP Registration FAQs

How do I register an AOP in Pakistan?

Each partnership typically involves a partnership deed; partnership firm registration with the relevant Registrar of Firms (where applicable); preparation of relevant AOP bank and premises documents; and then, FBR partnership taxpayer registration to secure the AOP NTN.

How do I register AOP in FBR?

FBR currently directs one of its AOP members or partners to visit a Facilitation counter of the Tax House personally and submit the required details of Partnership, Partner, Authorisation and Bank and Premises documents.

Can I register an AOP online through IRIS?

FBR’s present registration-process page states that its typical web based registration mechanism is accessible just for individuals, not AOPs or organizations. The AOP registration is included in the tax house facilitation/counter registration.

What documents are required for FBR AOP registration?

Documents that are important are: Partnership deed, partner CNICs, authorization letter, firm registration certificate (where applicable), AOP bank-account certificate, premises evidence, recent utility bill (where applicable).

What is the NTN of an AOP?

For an AOP/company NTN, FBR considers the seven-digit NTN that it gets upon registration/e-enrollment as an AOP/company NTN.

Does an AOP need SECP registration?

The main registration of an ordinary partnership firm is not done in SECP through company incorporation, instead it is registered with the concerned Registrar of Firms. SECP would apply to companies and LLPs. Firms are requested to give FBR partnership/documentation and Companies are requested to provide SECP incorporation documentation.

Is partnership registration compulsory in Pakistan?

The Partnership Act does not make a distinction between registered and unregistered partnerships, but it does put significant legal limitations on unregistered partnerships. In particular, Section 69 provides for restrictions on suits for contractual rights by partners or unregistered firms.

It is, therefore, very significant to register a business formally if they want to enforce any contractual rights and plan to operate as a business.

Can an unregistered firm apply to FBR?

FBR’s “Requirements before Registration” page specifically mentions both registered firm registration certificate & partnership deed, as well as partnership deed without a firm registered. The Tax House process page, however, shows a certificate of the Registrar-of-Firms for a firm. As both of these FBR pages are not completely in sync, then an unregistered firm must ensure that the documentary treatment is the same as the one in force before going to the tax house.

Does every partner need a personal NTN?

FBR has published the requirements of AOP which includes CNIC/NTN/passport details of each partner and share percentage. The specific identification will be subject to the partner’s status.

Make sure that the application is not being denied because it is assumed that each individual partner will already have their own NTN; see what FBR’s current requirements are for the individual case.

What should be included in a partnership deed?

At least, it should be clearly documented what the business is, who is in the firm, the capital, how profit/loss is shared and the management responsibilities and rights of key partners. A more robust deed also includes banking power, drawings, loans, adding of new partners, retirement, death, conflicts and dissolution.

How much does AOP registration cost?

Total is subject to provincial registration fees, deed/stamp costs, notarization and professional fees. No single consultant or government price is applicable for all the AOP in Pakistan.

How long does it take to register an AOP?

Processing time will vary by province – documentation and verification. Do not use a guaranteed “24-hour,” “3-day” or “5-day” guarantee unless the authority making the guarantee specifies the time frame for the particular service.

What happens after receiving an AOP NTN?

Utilize the AOP’s tax credentials for applicable FBR compliance, filing of required returns, checking ATL status, keeping documents and determining if sales tax or provincial service tax or other business registrations apply.

Final AOP Registration Checklist

Before starting, confirm that you have:

Identify the difference in Registrar-of-Firms process with the FBR taxpayer registration for conventional partnership. Obtain the AOP’s tax registration and NTN in accordance with the latest provincial requirements for firm registration, and FBR’s current Tax House procedure for obtaining the tax registration and NTN of the AOP.