Cap Table Software for Pakistani Startups: Why Your HoldCo Isn't a Delaware Flip

A Pakistani startup raising foreign venture capital doesn't do a Delaware flip the way an Indian or Nigerian company does. The State Bank of Pakistan runs that money movement through a specific, capped mechanism — a holding company abroad funded by an initial remittance of up to $10,000, with the operating company's shareholding mirrored onto it within 30 days — not an open-ended share swap a lawyer structures however the term sheet requires. Get that mechanism wrong, or run it alongside an ESOP pool using assumptions borrowed from a US or Indian template, and your cap table stops matching what SECP and SBP actually have on file.

Search "cap table software Pakistan" and you get the same global shortlist every underserved market gets — Carta, Qapita, Trica — none of which mention the SECP's Companies Regulations 2024 or SBP's Chapter 20 at all. Here's what actually governs a Pakistani startup's equity, and where a generic tool's assumptions break.

Authorised capital still exists — unlike Nigeria

Pakistan's Companies Act 2017 kept a structural feature that Nigeria's CAMA 2020 explicitly abolished: authorised share capital. A private limited company's memorandum of association states a capital ceiling — a number of shares the company is allowed to issue, divided into shares of a stated face value — and the company then issues paid-up shares against that ceiling as it grows, raising it later by special resolution if it needs more room.

That one fact changes how an option pool works in practice. A Nigerian startup has no legal concept of a reserved, unissued share sitting in wait — every share on the register has to belong to a named holder, which forces option pools into an employee trust, treasury shares, or just-in-time issuance. A Pakistani startup doesn't have that problem. It can set an authorised ceiling with headroom built in, issue shares against it as the company actually grows, and treat the gap between issued and authorised as the normal, legal shape of an unallocated option pool — closer to how a Delaware company works than how a Nigerian or Indian one does. A cap table tool that doesn't distinguish "authorised but unissued" from "issued and outstanding" will either overstate dilution today or understate how much room is actually left before a shareholder vote is needed to raise the ceiling.

ESOP: legal on paper since 2021, operational since 2024

Private companies in Pakistan got a formal legal basis to grant employee stock options in 2021, when an amendment added Section 83A to the Companies Act, 2017, giving the SECP authority to let a private company grant options under a shareholder special resolution. For roughly three years after that, the authority existed with no procedural regulations behind it — a company technically had the right and no filing path to use it.

The SECP's Companies Regulations 2024 closed that gap, giving private companies an actual operational route: a plan document, a compensation structure, and a shareholder resolution that a company can file rather than improvise. Separately, the SECP has been working to extend its older, more detailed ESOS structuring guidelines — covering compensation-committee composition and exercise-price methodology, built originally for listed companies under the Public Companies (Employees Stock Option Scheme) Rules, 2001 — to unlisted companies, putting out a draft for public feedback in February 2025. Whether that draft has since been finalized isn't something to assume either way without checking the SECP's current guidance directly; what's certain is that a Pakistani startup granting options today is working with a framework that's had real procedural footing for only a year or two, with meaningfully less accumulated market practice behind it than India's decade-plus-old Section 62(1)(b) regime next door.

Practically, that means fewer precedents to copy from and more weight on getting your own plan document and resolution right the first time, since there isn't a deep bench of "here's how everyone else structured theirs" to lean on yet.

The SBP HoldCo route, not a Delaware flip

Most content aimed at founders outside the US assumes "raising from international VCs" means flipping to a Delaware or Singapore parent, full stop — the pattern this series has already covered for African and Indian startups. Pakistan ran a genuinely different story.

Before 2021, Pakistani residents were barred from sending money abroad to invest in a foreign company, which meant a Pakistani founder structurally couldn't hold equity in a Delaware or Singapore holding company sitting above their own operating business — the first step of a standard flip was closed by Pakistan's own foreign-exchange law. The State Bank's 2021 revision of Chapter 20 of its Foreign Exchange Manual opened a narrow, specific door instead: a resident operating company can incorporate a holding company abroad against an initial remittance of up to $10,000, processed through a bank the SBP has designated as an authorized dealer for this purpose. Once that's done, the operating company's existing shareholding has to be mirrored onto the new holding company within 30 days, and resident shareholders buy their holding-company shares by paying rupees to the Pakistani operating entity rather than wiring dollars abroad themselves.

That's a meaningfully different shape than a Delaware flip. It's bank-supervised at every step, capped in the dollar amount that can move before the mirroring happens, and time-boxed to 30 days once it starts. A cap table tool that models this as a generic "parent-sub restructuring" event — the same template it would use for an Indian reverse flip or a Nigerian Delaware flip — misses the actual constraint founders are managing: a regulator-approved money-movement limit and a hard deadline for getting the two entities' ownership records to match.

What a spreadsheet, or a generic tool, gets wrong

Put the pieces together and a Pakistani startup's ownership record has to hold several things accurately at once: an authorised-vs-issued split that a reserved option pool depends on, an ESOP grant tied to a 2024-regulation-compliant resolution, and — for any company that's gone through the SBP HoldCo process — two entities' shareholdings that are supposed to mirror each other exactly, tracked from two different starting points (rupee contributions on one side, a capped dollar remittance on the other).

None of the global shortlist — Carta, Qapita, Trica — was built with any of this as a first-class case. Qapita and Trica are sharp on Indian compliance mechanics (PAS-3 readiness, dematerialisation) that don't map onto SECP filings at all. Carta's entire model assumes a Delaware C-corp cap table with no HoldCo-mirroring concept baked in. A founder running both a Pakistani operating company and its SBP-sanctioned foreign holding company ends up reconciling the two by hand — one spreadsheet tab per entity, updated separately, trusted exactly as much as whoever last touched it remembered to be careful. We go deeper on how India and Bangladesh's startup equity rules diverge from this same regional "South Asia" label in our breakdown of cap table software for South Asian startups — the short version is that treating India, Pakistan, and Bangladesh as one legal market is wrong in three different, specific ways, and the SBP HoldCo mechanism is one of them.

Where Govy fits — and where it honestly doesn't

Govy's ledger is event-sourced and multi-entity by design, which means it can hold a Pakistani operating company's authorised-vs-issued split and a foreign holding company's mirrored shareholding on one login, with every allotment and transfer logged as an event rather than a cell someone edited. That's the structural piece a spreadsheet or a single-entity cap table tool can't do cleanly: keeping two related companies' ownership records visibly in sync instead of reconciled after the fact.

To be direct about the boundary: Govy's jurisdiction-aware legal template pack today covers Saudi Arabia, the UAE, US-Delaware, and the UK. It doesn't generate a Section 83A-compliant ESOP resolution, a Companies Regulations 2024 plan document, or the SBP paperwork for a Chapter 20 HoldCo remittance — that still needs Pakistani counsel and, for the SBP piece, your designated authorized dealer bank. What Govy tracks is the ownership and governance record once that paperwork exists, across either entity or both at once, plus the fundraising CRM and tracked data room a startup needs regardless of which structure holds its equity. For the general split between what's repeatable tracking work and what genuinely needs a lawyer's judgment when setting up an option pool, our piece on running ESOP without a full legal team covers the parts that generalize across jurisdictions, Pakistan included.

See how Govy tracks ownership and governance across more than one entity at govy.tech.

FAQ

Can a private limited company in Pakistan legally grant employee stock options?

Yes. Section 83A of the Companies Act, 2017 — added by a 2021 amendment — gave the SECP authority to let private companies grant options under a special resolution, but the procedural rules didn't exist for about three years. The SECP's Companies Regulations 2024 finally filled that gap, so a Pakistani startup granting options today is working with a framework that's only had real operational footing for a year or two.

Can a Pakistani startup set up a Delaware or Singapore holding company to raise foreign venture capital?

Not freely, but there's a specific SBP-approved path. The State Bank's 2021 revision of Chapter 20 of the Foreign Exchange Manual lets a resident company incorporate a holding company abroad against an initial remittance of up to $10,000 through a designated authorized dealer bank, then mirror the operating company's shareholding onto the new holding company within 30 days. It's a narrower, bank-supervised mechanism than the open-ended Delaware flip Indian or Nigerian startups do — the money movement itself is capped and tracked.

Does Pakistan still use the "authorised share capital" model for private companies?

Yes. Unlike Nigeria, which abolished authorised share capital under CAMA 2020, Pakistan's Companies Act 2017 keeps the older model — a private limited company's memorandum states an authorised capital ceiling, and the company issues paid-up shares against it over time, raising the ceiling later by special resolution if it needs more room. That means a reserved, unissued option pool is a normal, legal concept in Pakistan in a way it currently isn't in Nigeria.

What's the best cap table software for Pakistani startups?

There isn't a Pakistan-native one yet. Global tools like Carta, Qapita, and Trica don't reference the SECP's Companies Regulations 2024 or the SBP's Chapter 20 HoldCo mechanism anywhere in their product, because none of them were built with a Pakistani entity as a first-class citizen. The honest options today are a generic multi-entity cap table tool paired with local counsel for the SECP- and SBP-specific paperwork, not a single tool that generates Pakistani filings end to end.