	Social Enterprise Law Surveys
	Pakistan
	(Asia Pacific) Firm RIAA Barker Gillette
What jurisdiction(s) do you practice in?	Pakistan
What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...	The most common forms are as follows: Private Company Limited by Shares: The most common for-profit corporate organization utilized in Pakistan is the private company limited by shares (“PVT”) which are well understood and traditional in nature. PVTs are relatively easier to incorporate and manage and therefore suit the requirements of small to medium sized as well as family-owned Enterprises. The Memorandum of Association (the “MOA”) is a key constitutional document. A company may carry on or undertake any lawful business or activity and do any act or enter into any incidental or ancillary transaction which is necessary for attaining its business activities provided however that all companies are required to set out its principal line of business in the MOA which is has to commensurate with the name of the company. Unlisted Public Companies Limited by Shares: Unlisted public companies limited by shares (“Unlisted Companies”) are less frequently used than PVTs due to relatively more regulatory requirements but are also common. The key difference between PVTs and Unlisted Companies is that PVTs impose restrictions on issuance / transfer of shares where transfers / issuance is other than in accordance with the then prevalent shareholding proportions of the members. This feature makes it attractive for companies seeking equity investments from investors. Limited Liability Partnerships: The concept of Limited Liability Partnerships (“LLPs”) is relatively new in Pakistan but the use of LLPs is increasingly becoming more common especially by professional services providers. LLPs operate as a form of hybrid (or a combination) of companies and general partnerships as they carry certain key characteristics of each of these. Of these, the most important are separate legal personality and limited liability, which are characteristic of companies, and the structure and control benefits available to general partnerships together with fewer regulatory requirements as compared to companies. Enterprises that seek investment from financiers and will have multiple owners tend to form companies. PVTs and Unlisted Companies are preferred vehicles of choice. Both forms of organizations allow control and certainty over the affairs of the company, particularly where shareholders’ have executed a shareholders’ agreement and thereby mutually agreed to operate in a consistent manner and/or given commitments to the financiers as sponsors. Companies that wish to seek investments from the general public are required to be listed. Small to medium sized enterprises may list on the Small to Medium Sized Enterprises (SME) Board of the Pakistan Stock Exchange which has few regulatory and compliance requirements than for companies wishing to list on the Main Board of the Pakistan Stock Exchange. The listing process however can be costly and time consuming for listing on either one of the two boards and can be difficult for small companies particularly where they lack backing from either venture capitalists or institutional investors. a. Enterprises that seek investment from financiers and will have multiple owners tend to form companies. PVTs and Unlisted Companies are preferred vehicles of choice. Both forms of organizations allow control and certainty over the affairs of the company, particularly where shareholders’ have executed a shareholders’ agreement and thereby mutually agreed to operate in a consistent manner and/or given commitments to the financiers as sponsors. Companies that wish to seek investments from the general public are required to be listed. Small to medium sized enterprises may list on the Small to Medium Sized Enterprises (SME) Board of the Pakistan Stock Exchange which has few regulatory and compliance requirements than for companies wishing to list on the Main Board of the Pakistan Stock Exchange. The listing process however can be costly and time consuming for listing on either one of the two boards and can be difficult for small companies particularly where they lack backing from either venture capitalists or institutional investors. b. It is difficult to analyze the most common form of Social Enterprise in Pakistan as it is a relatively new concept with no formal framework and not very prevalent or commonly understood. There are far and few organizations that operate as Social Enterprises.
Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...	Yes. The Companies Act, 2017, imposes a statutory duty on directors of all companies to act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community as well as the protection of the environment. The Securities and Exchange Commission of Pakistan (the “SECP”) has issued the Corporate Social Responsibility Guidelines, 2013 (the “CSR Guidelines”). The CSR Guidelines are voluntary in nature and were issued to promote responsible business conduct that supports community growth for public interest, eliminates adverse practices impacting the public sphere and ensures corporate accountability. The Articles of Association (the “AOA”) of a company may also be modified to permit directors to take stakeholders’ interests into account as well as to impose duties on directors which are additional to those outlined in the Companies Act, 2017, provided such provisions are not in contravention of the Companies Act, 2017 (or other laws).
Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...	Pakistan does not have any formal framework for Social Enterprises. Social Enterprises are not per se defined in the law. There are nonetheless various organizational forms which can be used for operating a Social Enterprise. Previously, societies were more common which were registered under the Societies Registration Act, 1860, but their use has declined. Companies incorporated under section 42 of the Companies Act, 2017 (the “Section 42 Companies”) are more common and may operate as not for profit Social Enterprises and have been considered in the next survey question on not for profit Social Enterprises. Cooperative Societies can also be used to operate a Social Enterprise. The legislation for Cooperative Societies falls within the provincial domain. Cooperative Societies are most prominent in sectors of housing and agriculture. We understand that there is currently a ban on the registration of housing Cooperative Societies in Punjab. a. N/A b. Cooperative Societies are not closely analogous to other traditional organizations in Pakistan. They are different in nature from other traditional forms of organizations such as sole proprietorships and PVTs due to their management structure, decision making process, method of incorporation / registration requirements, and organizational documents. However, like companies, they are a body corporate, have perpetual succession, have share capital, can have limited liability and are taxed like companies. A Section 42 Company is basically a not-for-profit association that applies its profits or income in promoting its charitable/ useful objects. It may be a company limited by guarantee or by shares. c. Cooperative Societies are easy to form, can offer limited liability, have low maintenance costs and fairly limited regulatory requirements. The founders and funders of Section 42 Companies may get income tax credit under the income tax laws of Pakistan (discussed below). d. Cooperative Societies: A member cannot exercise rights to membership unless they have made a payment in respect of the membership. There are (not-absolute) restrictions on transactions with non-members including loans to and borrowings from non-members. A dividend to members cannot exceed 10%. There are also specifications with respect to the minimum number of members required to form a Cooperative Society. The Sindh Cooperative Societies Act, 2020, e.g. requires at least thirty persons and in the case of a producers’ or housing society, at least fifty members together with a requirement that each member except the housing and producers’ societies, shall have the ordinary place of abode in the same town or village or in the same group of villages within a radius of fifteen kilometers from the registered office of the society. The Cooperative Societies Act, 1925, as applicable in Punjab requires at least ten members, at least fifty members in case of a producers’ society and at least hundred members in case of a housing society. Section 42 Companies: Section 42 Companies are prohibited from making payment of any profits, income, dividend or proceeds to its members. At least one (1) promoter of such a company must possess adequate experience in the field of the proposed charitable purpose. Each promoter will be required to undertake to donate a reasonable amount not less than Pakistani Rupees Two Hundred Thousand (PKR 200,000). All fund and grants will be required to be made through bank channels and donations from foreign sources will require the prior approval of the SECP. The promoters and officers of the company will be required to meet the fit and proper criteria which will include fulfilling requirements to establish integrity and track record, be solvent and financially sound, and have adequate qualifications and experience. e. Yes. Sole proprietorships are the most common traditional form of Enterprise and are not required to be registered (except for the purposes of taxation). The cost of forming a sole enterprise (other than capital costs) are incidental. All companies are required to be incorporated and registered with the SECP which is a fairly simple process in part due to the standard form of constitutional documents which can be taken up by companies but the incorporation of companies can be costly if the authorized capital of the company is substantial as well as time consuming in certain cases e.g. where a license is required by the company. Cooperative Societies are required to be registered together with their by-laws. The precise registration requirements may differ among the provinces and within the federal capital. Section 42 Companies are required to obtain a license from the SECP. This makes the incorporation process for Section 42 Companies more time consuming and expensive. f. Cooperative Societies and Section 42 Companies are both well known as both forms of organization have been available for a considerable period of time.
Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...	Section 42 Companies can be formed for not for profit or charitable objects. The concept of Social Enterprises is still less known in Pakistan and Section 42 Companies are traditionally considered charitable organizations. a. The response depends on the type of organization under consideration. Section 42 Companies, whether operating as nonprofit Social Enterprise or a nonprofit Enterprise will be treated in the same manner. They can only be incorporated for promoting commerce, art, science, religion, health, education, research, sports, protection of the environment, social welfare, charity or any other useful object. b. The response depends on the type of organization under consideration. Section 42 Companies, whether operating as nonprofit Social Enterprise or a nonprofit Enterprise will be treated in the same manner. A material benefit of using a Section 42 Company is that it is generally considered to be more transparent due to regulatory oversight from the SECP and therefore are well regarded. There are no material restrictions except that Section 42 Companies are required to be licensed but traditional charities are only required to be registered. c. No. d. Social Enterprises are a relatively new concept in Pakistan and are not common.
Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.	Yes. Please see the discussion of Cooperative Societies above. The benefits include self-governance and control. They may however face difficulties in raising capital. Members each have one vote and therefore they are not incentivized to make large investments. Access to borrowings is also limited due to limited growth aspects and low confidence in the success of Cooperative Societies.
Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.	There are no unique reporting requirements for Cooperative Societies as these are fairly basic and there is no scale to compare these requirements against. Section 42 Companies however have unique reporting requirements pursuant to the Associations with Charities and Not for Profit Objects Regulations, 2018, that do not apply to other companies incorporated under the Companies Act, 2017. A Section 42 Company is required to clearly exhibit a statement of all contributions/funds received from local and foreign sources and to undertake monthly reporting for receipt of amounts in excess of Pakistani Rupees five million (PKR 5,000,000). It is also required to maintain a register of donors, donations, beneficiaries etc. The charities registration requirements as applicable across Pakistan may establish reporting requirements whenever rules thereunder are notified. These will apply to enterprises established for charitable purposes such as promotion of education, protection of health care etc.
In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.	No.
Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.	As noted above, the Companies Act, 2017, imposes a statutory duty on directors of all companies to act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community as well as the protection of the environment.
Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.	No. You may note, as discussed above, that Section 42 Companies may choose their objects which must meet the requirements of the Companies Act, 2017, which may be for the purposes of promoting commerce, art, science, religion, health, education, research, sports, protection of the environment, social welfare, charity or any other useful object. You may also note that SECP has Corporate Social Responsibility Voluntary Guidelines, 2013. As the name suggests, these guidelines are voluntary in nature and compliance is not mandated.
Does your jurisdiction have any ESG requirements for investors? If it does, please describe.	For Section 42 Companies, at least one promoter of such a company must possess adequate experience in the field of the proposed charitable purpose.
Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...	We are not aware of any mandatory requirement for major investors classes to look at ESG issues when making investment decisions in Pakistan or which prevent consideration of such factors. For Shariah compliant mutual funds, a factor for investment considerations apart from profit motive is to make investments in Shariah compliant stocks.
What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?	Cooperative Societies tend to be funded by member / traditional investment and do not normally receive charities or grants as they traditionally operate for the profit of their members. Section 42 Companies may receive grants, charities as well as be financed through traditional investments mechanisms except that these companies cannot pay out any profits on those investments e.g. where investment has been made by a member of the company.
How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?	Not prevelant.
What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...	There is no special government funding specifically available to Social Enterprises as such. Depending on the work being undertaken by the Social Enterprise, government grants may be made available.
Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?	We do not have this information. The concept of Social Enterprise is not prevalent in Pakistan and it is difficult to analyze whether any of the listed companies were formed as Social Enterprises without a detailed review of profiles of companies listed on the Pakistan Stock Exchange.
To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.	There are no requirements that are specific to listed companies. Pursuant to the Companies (Corporate Social Responsibility) General Order, 2009, all public companies are required to provide descriptive as well as monetary disclosures of the CSR activities undertaken by it during each financial year in its directors’ report to the shareholders which may include e.g. environmental protection measures, community investment and welfare schemes, consumer protection measures, and welfare spending for under-privileged classes etc. (The key distinction between public companies and PVT is that the shares of a public company can be freely traded without statutory restrictions on transfer. Public companies can be listed or unlisted).
How prevalent, if at all, are impact bonds in your jurisdiction?	Not prevelant.
In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?	No.
Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...	No. The SECP has recently granted approval to the first technology-based crowd funding platform for the commencement of live testing and experimentation under its Regulatory Sandbox initiative. The applicant has been allowed to operate in a controlled environment for a period of up to six months. If the initiative is successful, a legal framework for crowd funding platforms may be developed in Pakistan.
Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...	There are no tax exemptions uniquely available to Social Enterprises which operate as a for-profit organization. Two key exemptions apply for not for profit organizations: Under the income tax laws, non-profit organizations are taxed as companies but may be allowed a tax credit equal to one hundred per cent of the tax payable subject to fulfilment of certain conditions. To be covered as a “non-profit organization” under the income tax laws, the organization is required to be approved by the Commissioner for Income Tax. Further conditions which are required to be satisfied, include that none of the assets of such organization shall confer, or may confer, a private benefit to any other person. Taxes nonetheless always apply to surplus funds of non-profit organizations. It may also be eligible for tax concessions under other provisions of the income tax laws, e.g. where it qualifies as a “start-up” company. Tax credits under the income tax laws may be availed by persons for property donated to non-profit organizations. Pursuant to Section 53 of the Income Tax Ordinance, 2001, the income or classes of income, or persons or classes of persons specified in the Second Schedule of the Income Tax Ordinance, 2001, have been granted certain tax concessions. The Second Schedule can be amended by the federal government subject to the restrictions contained in the Income Tax Ordinance, 2001, to add or remove income or classes of income, or persons or classes of persons.
Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?	No.
Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)	No.
Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?	No.
Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.	No.
What government operational support, resources, training or services, are available for small businesses or Social Enterprises?	There are no unique initiatives for government support available to small businesses or social enterprises.
Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.	As clarified above, there is no legal definition or formal framework for Social Enterprises in Pakistan. Therefore, the law does not provide for any key compliance requirements for different types of Social Enterprises which are other than for traditional Enterprises.
Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.	No.
Is there a different bankruptcy system available for Social Enterprises?	No.
What are the average time and filing fees to form an Enterprise in your jurisdiction?	The average time and filing fee depend on the form of an Enterprise. Incorporation of an unlisted company (including PVT) or an LLP can be undertaken within a couple of days provided no licenses or permissions are required from any authority for formation. Formation of a Section 42 Company can take a couple of months as the process for obtaining a license can be time consuming.
What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...	No certifications are available which may allow for direct access to benefits. Third party certifications may help bolster the Social Enterprise’s social impact claims and provide potential investors and stakeholders with additional information to accurately assess the social impact that the Enterprise makes e.g. a certification for a non-profit organization from a third party may assist in seeking exemptions under the income tax laws.
Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.	Yes, start-ups can easily form and flourish. They have a number of Enterprise forms available to choose from, there are relatively few reporting requirements for private for-profit businesses and incorporation processes for unlisted companies and LLPs are fast, cheap and simple.
Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.	Social Enterprises can easily form and may flourish except if they wish to operate as a non-profit organization (including a Section 42 Company) and obtain tax benefits, in which case a lengthier process applies.
Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...	There are no such prohibitions that will be obstructive to the formation of Social Enterprises.
In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.	There have been concerns in the past in relation to non-government organizations operating with charitable purposes. In relation to Social Enterprises generally, there are no major fraud concerns or defects.
What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?	Incorporating for-profit Social Enterprises within the legal and regulatory framework including the provision of tax benefits to Social Enterprises utilizing a for-profit Enterprise Form. People will be more geared in their involvement in Social Enterprises if they are able to avail tax benefits on their investment in Social Enterprises. Improve access to financing. This can be done by establishing a legal framework for crowdfunding to encourage investments from the public to Social Enterprises and to broaden the investor base for Social Enterprises. The State Bank of Pakistan may e.g. notify an initiative that enables Social Enterprises to avail loans from commercial banks at lower interest rates.
What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?	Measures that are drastic and/or will substantially increase the cost of doing business or compliance requirements are not likely to be welcomed. The legal and regulatory framework, therefore, needs to be built up over time. In Pakistan, CSR is a well-known concept within the corporate community. However, the implementation of CSR related policies often lacks visibility due to a lack of mandatory compliance requirements. As a starting point, implementing reform that requires at least all public interest companies to share a social impact report may be considered which may then be expended to other companies on a voluntary or mandatory basis. This social impact statement could require companies to provide how they considered stakeholder, environmental and other social interests in their decision making process as well as the manner in which they have contributed towards environmental and social causes. This will likely increase the visibility of companies undertaking CSR activities and drive them to take responsibility and perform better. Companies should also be encouraged to develop a social and environmental policy. The current CSR Guidelines (considered above) in so far as they only require voluntary compliance and Companies (Corporate Social Responsibility) General Order, 2009, which only require reporting if a company has undertaken CSR related activities are outdated considering the increasingly proactive approach towards social and environmental activities by the global community. Enhanced focus can also be provided to consideration of social and environmental responsibilities and how the decision making process should take into account these considerations as part of Directors’ Training program.
Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?	No.

Social Enterprise Law Surveys

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What jurisdiction(s) do you practice in?

Pakistan

What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ...

The most common forms are as follows:

Private Company Limited by Shares: The most common for-profit corporate organization utilized in Pakistan is the private company limited by shares (“PVT”) which are well understood and traditional in nature. PVTs are relatively easier to incorporate and manage and therefore suit the requirements of small to medium sized as well as family-owned Enterprises. The Memorandum of Association (the “MOA”) is a key constitutional document. A company may carry on or undertake any lawful business or activity and do any act or enter into any incidental or ancillary transaction which is necessary for attaining its business activities provided however that all companies are required to set out its principal line of business in the MOA which is has to commensurate with the name of the company.
Unlisted Public Companies Limited by Shares: Unlisted public companies limited by shares (“Unlisted Companies”) are less frequently used than PVTs due to relatively more regulatory requirements but are also common. The key difference between PVTs and Unlisted Companies is that PVTs impose restrictions on issuance / transfer of shares where transfers / issuance is other than in accordance with the then prevalent shareholding proportions of the members. This feature makes it attractive for companies seeking equity investments from investors.
Limited Liability Partnerships: The concept of Limited Liability Partnerships (“LLPs”) is relatively new in Pakistan but the use of LLPs is increasingly becoming more common especially by professional services providers. LLPs operate as a form of hybrid (or a combination) of companies and general partnerships as they carry certain key characteristics of each of these. Of these, the most important are separate legal personality and limited liability, which are characteristic of companies, and the structure and control benefits available to general partnerships together with fewer regulatory requirements as compared to companies.

Enterprises that seek investment from financiers and will have multiple owners tend to form companies. PVTs and Unlisted Companies are preferred vehicles of choice. Both forms of organizations allow control and certainty over the affairs of the company, particularly where shareholders’ have executed a shareholders’ agreement and thereby mutually agreed to operate in a consistent manner and/or given commitments to the financiers as sponsors.

Companies that wish to seek investments from the general public are required to be listed. Small to medium sized enterprises may list on the Small to Medium Sized Enterprises (SME) Board of the Pakistan Stock Exchange which has few regulatory and compliance requirements than for companies wishing to list on the Main Board of the Pakistan Stock Exchange. The listing process however can be costly and time consuming for listing on either one of the two boards and can be difficult for small companies particularly where they lack backing from either venture capitalists or institutional investors.

a. Enterprises that seek investment from financiers and will have multiple owners tend to form companies. PVTs and Unlisted Companies are preferred vehicles of choice. Both forms of organizations allow control and certainty over the affairs of the company, particularly where shareholders’ have executed a shareholders’ agreement and thereby mutually agreed to operate in a consistent manner and/or given commitments to the financiers as sponsors.

b. It is difficult to analyze the most common form of Social Enterprise in Pakistan as it is a relatively new concept with no formal framework and not very prevalent or commonly understood. There are far and few organizations that operate as Social Enterprises.

Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required...

Yes. The Companies Act, 2017, imposes a statutory duty on directors of all companies to act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community as well as the protection of the environment.

The Securities and Exchange Commission of Pakistan (the “SECP”) has issued the Corporate Social Responsibility Guidelines, 2013 (the “CSR Guidelines”). The CSR Guidelines are voluntary in nature and were issued to promote responsible business conduct that supports community growth for public interest, eliminates adverse practices impacting the public sphere and ensures corporate accountability.

The Articles of Association (the “AOA”) of a company may also be modified to permit directors to take stakeholders’ interests into account as well as to impose duties on directors which are additional to those outlined in the Companies Act, 2017, provided such provisions are not in contravention of the Companies Act, 2017 (or other laws).

Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ...

Pakistan does not have any formal framework for Social Enterprises. Social Enterprises are not per se defined in the law. There are nonetheless various organizational forms which can be used for operating a Social Enterprise.

Previously, societies were more common which were registered under the Societies Registration Act, 1860, but their use has declined.
Companies incorporated under section 42 of the Companies Act, 2017 (the “Section 42 Companies”) are more common and may operate as not for profit Social Enterprises and have been considered in the next survey question on not for profit Social Enterprises.
Cooperative Societies can also be used to operate a Social Enterprise. The legislation for Cooperative Societies falls within the provincial domain.
Cooperative Societies are most prominent in sectors of housing and agriculture. We understand that there is currently a ban on the registration of housing Cooperative Societies in Punjab.

a. N/A

b. Cooperative Societies are not closely analogous to other traditional organizations in Pakistan. They are different in nature from other traditional forms of organizations such as sole proprietorships and PVTs due to their management structure, decision making process, method of incorporation / registration requirements, and organizational documents. However, like companies, they are a body corporate, have perpetual succession, have share capital, can have limited liability and are taxed like companies. A Section 42 Company is basically a not-for-profit association that applies its profits or income in promoting its charitable/ useful objects. It may be a company limited by guarantee or by shares.

c. Cooperative Societies are easy to form, can offer limited liability, have low maintenance costs and fairly limited regulatory requirements. The founders and funders of Section 42 Companies may get income tax credit under the income tax laws of Pakistan (discussed below).

d. Cooperative Societies: A member cannot exercise rights to membership unless they have made a payment in respect of the membership. There are (not-absolute) restrictions on transactions with non-members including loans to and borrowings from non-members. A dividend to members cannot exceed 10%. There are also specifications with respect to the minimum number of members required to form a Cooperative Society. The Sindh Cooperative Societies Act, 2020, e.g. requires at least thirty persons and in the case of a producers’ or housing society, at least fifty members together with a requirement that each member except the housing and producers’ societies, shall have the ordinary place of abode in the same town or village or in the same group of villages within a radius of fifteen kilometers from the registered office of the society. The Cooperative Societies Act, 1925, as applicable in Punjab requires at least ten members, at least fifty members in case of a producers’ society and at least hundred members in case of a housing society.

Section 42 Companies: Section 42 Companies are prohibited from making payment of any profits, income, dividend or proceeds to its members. At least one (1) promoter of such a company must possess adequate experience in the field of the proposed charitable purpose. Each promoter will be required to undertake to donate a reasonable amount not less than Pakistani Rupees Two Hundred Thousand (PKR 200,000). All fund and grants will be required to be made through bank channels and donations from foreign sources will require the prior approval of the SECP. The promoters and officers of the company will be required to meet the fit and proper criteria which will include fulfilling requirements to establish integrity and track record, be solvent and financially sound, and have adequate qualifications and experience.

e. Yes. Sole proprietorships are the most common traditional form of Enterprise and are not required to be registered (except for the purposes of taxation). The cost of forming a sole enterprise (other than capital costs) are incidental.

All companies are required to be incorporated and registered with the SECP which is a fairly simple process in part due to the standard form of constitutional documents which can be taken up by companies but the incorporation of companies can be costly if the authorized capital of the company is substantial as well as time consuming in certain cases e.g. where a license is required by the company.
Cooperative Societies are required to be registered together with their by-laws. The precise registration requirements may differ among the provinces and within the federal capital.
Section 42 Companies are required to obtain a license from the SECP. This makes the incorporation process for Section 42 Companies more time consuming and expensive.

f. Cooperative Societies and Section 42 Companies are both well known as both forms of organization have been available for a considerable period of time.

Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat...

Section 42 Companies can be formed for not for profit or charitable objects. The concept of Social Enterprises is still less known in Pakistan and Section 42 Companies are traditionally considered charitable organizations.

a. The response depends on the type of organization under consideration. Section 42 Companies, whether operating as nonprofit Social Enterprise or a nonprofit Enterprise will be treated in the same manner. They can only be incorporated for promoting commerce, art, science, religion, health, education, research, sports, protection of the environment, social welfare, charity or any other useful object.

b. The response depends on the type of organization under consideration. Section 42 Companies, whether operating as nonprofit Social Enterprise or a nonprofit Enterprise will be treated in the same manner. A material benefit of using a Section 42 Company is that it is generally considered to be more transparent due to regulatory oversight from the SECP and therefore are well regarded. There are no material restrictions except that Section 42 Companies are required to be licensed but traditional charities are only required to be registered.

c. No.

d. Social Enterprises are a relatively new concept in Pakistan and are not common.

Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms.

Yes. Please see the discussion of Cooperative Societies above. The benefits include self-governance and control. They may however face difficulties in raising capital. Members each have one vote and therefore they are not incentivized to make large investments. Access to borrowings is also limited due to limited growth aspects and low confidence in the success of Cooperative Societies.

Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to.

There are no unique reporting requirements for Cooperative Societies as these are fairly basic and there is no scale to compare these requirements against. Section 42 Companies however have unique reporting requirements pursuant to the Associations with Charities and Not for Profit Objects Regulations, 2018, that do not apply to other companies incorporated under the Companies Act, 2017. A Section 42 Company is required to clearly exhibit a statement of all contributions/funds received from local and foreign sources and to undertake monthly reporting for receipt of amounts in excess of Pakistani Rupees five million (PKR 5,000,000). It is also required to maintain a register of donors, donations, beneficiaries etc.

The charities registration requirements as applicable across Pakistan may establish reporting requirements whenever rules thereunder are notified. These will apply to enterprises established for charitable purposes such as promotion of education, protection of health care etc.

In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.

No.

Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.

As noted above, the Companies Act, 2017, imposes a statutory duty on directors of all companies to act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community as well as the protection of the environment.

Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.

No. You may note, as discussed above, that Section 42 Companies may choose their objects which must meet the requirements of the Companies Act, 2017, which may be for the purposes of promoting commerce, art, science, religion, health, education, research, sports, protection of the environment, social welfare, charity or any other useful object.

You may also note that SECP has Corporate Social Responsibility Voluntary Guidelines, 2013. As the name suggests, these guidelines are voluntary in nature and compliance is not mandated.

Does your jurisdiction have any ESG requirements for investors? If it does, please describe.

For Section 42 Companies, at least one promoter of such a company must possess adequate experience in the field of the proposed charitable purpose.

Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi...

We are not aware of any mandatory requirement for major investors classes to look at ESG issues when making investment decisions in Pakistan or which prevent consideration of such factors.

For Shariah compliant mutual funds, a factor for investment considerations apart from profit motive is to make investments in Shariah compliant stocks.

What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?

Cooperative Societies tend to be funded by member / traditional investment and do not normally receive charities or grants as they traditionally operate for the profit of their members.

Section 42 Companies may receive grants, charities as well as be financed through traditional investments mechanisms except that these companies cannot pay out any profits on those investments e.g. where investment has been made by a member of the company.

How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?

Not prevelant.

What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government...

There is no special government funding specifically available to Social Enterprises as such. Depending on the work being undertaken by the Social Enterprise, government grants may be made available.

Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?

We do not have this information. The concept of Social Enterprise is not prevalent in Pakistan and it is difficult to analyze whether any of the listed companies were formed as Social Enterprises without a detailed review of profiles of companies listed on the Pakistan Stock Exchange.

To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.

There are no requirements that are specific to listed companies. Pursuant to the Companies (Corporate Social Responsibility) General Order, 2009, all public companies are required to provide descriptive as well as monetary disclosures of the CSR activities undertaken by it during each financial year in its directors’ report to the shareholders which may include e.g. environmental protection measures, community investment and welfare schemes, consumer protection measures, and welfare spending for under-privileged classes etc.

(The key distinction between public companies and PVT is that the shares of a public company can be freely traded without statutory restrictions on transfer. Public companies can be listed or unlisted).

How prevalent, if at all, are impact bonds in your jurisdiction?

Not prevelant.

In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?

No.

Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a...

No. The SECP has recently granted approval to the first technology-based crowd funding platform for the commencement of live testing and experimentation under its Regulatory Sandbox initiative. The applicant has been allowed to operate in a controlled environment for a period of up to six months. If the initiative is successful, a legal framework for crowd funding platforms may be developed in Pakistan.

Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe...

There are no tax exemptions uniquely available to Social Enterprises which operate as a for-profit organization. Two key exemptions apply for not for profit organizations:

Under the income tax laws, non-profit organizations are taxed as companies but may be allowed a tax credit equal to one hundred per cent of the tax payable subject to fulfilment of certain conditions. To be covered as a “non-profit organization” under the income tax laws, the organization is required to be approved by the Commissioner for Income Tax. Further conditions which are required to be satisfied, include that none of the assets of such organization shall confer, or may confer, a private benefit to any other person. Taxes nonetheless always apply to surplus funds of non-profit organizations. It may also be eligible for tax concessions under other provisions of the income tax laws, e.g. where it qualifies as a “start-up” company.
Tax credits under the income tax laws may be availed by persons for property donated to non-profit organizations.

Pursuant to Section 53 of the Income Tax Ordinance, 2001, the income or classes of income, or persons or classes of persons specified in the Second Schedule of the Income Tax Ordinance, 2001, have been granted certain tax concessions. The Second Schedule can be amended by the federal government subject to the restrictions contained in the Income Tax Ordinance, 2001, to add or remove income or classes of income, or persons or classes of persons.

Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?

No.

Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)

No.

Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?

No.

Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.

No.

What government operational support, resources, training or services, are available for small businesses or Social Enterprises?

There are no unique initiatives for government support available to small businesses or social enterprises.

Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.

As clarified above, there is no legal definition or formal framework for Social Enterprises in Pakistan. Therefore, the law does not provide for any key compliance requirements for different types of Social Enterprises which are other than for traditional Enterprises.

Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.

No.

Is there a different bankruptcy system available for Social Enterprises?

No.

What are the average time and filing fees to form an Enterprise in your jurisdiction?

The average time and filing fee depend on the form of an Enterprise. Incorporation of an unlisted company (including PVT) or an LLP can be undertaken within a couple of days provided no licenses or permissions are required from any authority for formation.

Formation of a Section 42 Company can take a couple of months as the process for obtaining a license can be time consuming.

What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well...

No certifications are available which may allow for direct access to benefits. Third party certifications may help bolster the Social Enterprise’s social impact claims and provide potential investors and stakeholders with additional information to accurately assess the social impact that the Enterprise makes e.g. a certification for a non-profit organization from a third party may assist in seeking exemptions under the income tax laws.

Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.

Yes, start-ups can easily form and flourish. They have a number of Enterprise forms available to choose from, there are relatively few reporting requirements for private for-profit businesses and incorporation processes for unlisted companies and LLPs are fast, cheap and simple.

Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.

Social Enterprises can easily form and may flourish except if they wish to operate as a non-profit organization (including a Section 42 Company) and obtain tax benefits, in which case a lengthier process applies.

Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc...

There are no such prohibitions that will be obstructive to the formation of Social Enterprises.

In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.

There have been concerns in the past in relation to non-government organizations operating with charitable purposes. In relation to Social Enterprises generally, there are no major fraud concerns or defects.

What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?

Incorporating for-profit Social Enterprises within the legal and regulatory framework including the provision of tax benefits to Social Enterprises utilizing a for-profit Enterprise Form. People will be more geared in their involvement in Social Enterprises if they are able to avail tax benefits on their investment in Social Enterprises.

Improve access to financing. This can be done by establishing a legal framework for crowdfunding to encourage investments from the public to Social Enterprises and to broaden the investor base for Social Enterprises. The State Bank of Pakistan may e.g. notify an initiative that enables Social Enterprises to avail loans from commercial banks at lower interest rates.

What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?

Measures that are drastic and/or will substantially increase the cost of doing business or compliance requirements are not likely to be welcomed. The legal and regulatory framework, therefore, needs to be built up over time.
In Pakistan, CSR is a well-known concept within the corporate community. However, the implementation of CSR related policies often lacks visibility due to a lack of mandatory compliance requirements. As a starting point, implementing reform that requires at least all public interest companies to share a social impact report may be considered which may then be expended to other companies on a voluntary or mandatory basis. This social impact statement could require companies to provide how they considered stakeholder, environmental and other social interests in their decision making process as well as the manner in which they have contributed towards environmental and social causes. This will likely increase the visibility of companies undertaking CSR activities and drive them to take responsibility and perform better. Companies should also be encouraged to develop a social and environmental policy.
The current CSR Guidelines (considered above) in so far as they only require voluntary compliance and Companies (Corporate Social Responsibility) General Order, 2009, which only require reporting if a company has undertaken CSR related activities are outdated considering the increasingly proactive approach towards social and environmental activities by the global community.
Enhanced focus can also be provided to consideration of social and environmental responsibilities and how the decision making process should take into account these considerations as part of Directors’ Training program.

Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?

No.