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PROCEDURE TO ESTABLISH A COMPANY IN PAKISTAN:

Securities and Exchange Commission of Pakistan (SECP) established under the Securities and Exchange Commission of Pakistan Act 1997 was operationalized as a body Corporate on 1st January 1999.

One of the important functions of the SECP is the incorporation/registration of companies. This task has been entrusted to the Registration Department, Company Law Division which has its field offices known as Company Registration Offices (CROs) for the purpose of incorporation / registration of different type of companies.

Online facilities for incorporation of companies and filing of returns have been made available. Prior approval of the Ministries/Departments etc noted against each category of the following companies is required to be obtained before incorporation of companies: -

(a) A banking company I) Ministry of Finance II) State Bank of Pakistan
(b) A non-banking finance company (NBFC) Securities and Exchange Commission of Pakistan
(c) A security service providing company Interior Division
(d) A corporate brokerage house Stock Exchange (for transfer of member ship card in favor of proposed company)
(e) A money exchange company State Bank of Pakistan
(f) An Association not for profit u/s 42 of the Companies Ordinance, 1984 License from Securities and Exchange Commission of Pakistan
(g) A trade organization u/s 42 of the Companies Ordinance, 1984 License from Ministry of Commerce

Following are the requirements for registration of a new company under the Companies Ordinance, 1984:-


Availability of Name

The first step with regard to incorporation of a company is to seek the availability of the proposed name for the company from the registrar. For this purpose, an application is to be made and Rs.200/- for online application and Rs. 500/- for offline application is required to be paid for seeking availability certificate for each name. The promoters desirous of forming a company should make sure that the name chosen is not otherwise inappropriate, deceptive or designed to exploit or offend the religious susceptibilities of the people and neither is identical nor closely resembling with the name of an existing company.
To facilitate the promoters, a list of prohibited/ sensitive names has also been provided at the link


Documents for registration of a limited company

The following documents are required to be filed with the registrar concerned for registration of a private limited company:-

  1. Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association.
  2. Memorandum and articles of association Four printed copies of Memorandum and Articles of Association in case of offline submission and one copy for online submission, duly signed by each subscriber in the presence of one witness. In order to facilitate the general public, the standardized specimens of Memorandum of Association of various sectors have been provided on the Commission’s Website.
  3. Form – 1 Declaration of compliance with the pre-requisites for formation of the company
  4. Registration/filing fee A copy of the original paid Challan in any branch of MCB Bank Limited or a Bank Draft/Pay Order drawn in favor of the Securities and Exchange Commission of Pakistan of the prescribed amount.
  5. Authorization by sponsors The authorization of sponsors in favor of a person to make good the deficiencies, if any in memorandum and articles of association as may be pointed out by the registrar concerned and to collect the certificate of incorporation.

Additional Requirements for Incorporation of a Company having objects of providing Security Services

In case of security object company nine additional sets of each of the documents at i and ii above along with the bio-data, four attested photographs of each subscribers and financial position/bank statement of the subscribers (Aggregate wealth should not be less than 1.5 million) is required to be provided. Ministry of Interior grants NOC for a security object company


Documents for incorporation of a Single Member Company

Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in the form as set out in Form S1 indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death. All the requirements for incorporation of a private limited company shall mutatis mutandis apply to a single member company.


Transfer of membership of Single Member Company to a new member.

If the membership of a single member company is transferred to a new member, the company shall, within fifteen days from such transfer, also file with the registrar, a nomination in the form as set out in Form S1.


Change in status of a single member company.

A single member company can be converted into a private company on increase of the number of its members to more than one. The company shall pass a special resolution for change of status and alter its articles accordingly within thirty days and transfer the shares within seven days. The company shall appoint and elect one or more additional directors within fifteen days of passing the special resolution and notify the appointment on Form 29 prescribed under the Companies (General Provisions and Forms) Rules, 1985 (the Rules) within fourteen days. Further, the company is required to file a notice of the fact in writing in the form as set out in Form S2, with the registrar within sixty days from the date of passing of special resolution.


Company becoming a single member company

A private company having two or more members shall convert its status into single member company by passing a special resolution for change of its status, making necessary alteration in its articles and obtaining the approval of the Commission. An application for seeking Commission’s approval shall be submitted by the company in the form as set out in Form S4 within thirty days of passing the special resolution for change of status to single member company. The company shall transfer shares in the name of single member within fifteen days of the approval of the Commission and notify change in the board of directors on Form 29 within fourteen days from date of transfer of shares. A certified copy of the order containing the approval together with a notice in the form as set out in Form S5 and a nomination of nominee directors in the form as set out in Form S1 shall be filed with the registrar concerned within fifteen days.


Obtaining Certified Copies of Memorandum & Articles of Association and Certificate of Incorporation

In order to obtain certified copies of memorandum of Association, articles of association and certificate of incorporation, challan of the requisite copying fee and Court stamps fee of the requisite value should be furnished along with registration documents.


Documents for incorporation of an association not for profit

All the documents meant for incorporation of a limited company along with a license issued by the SECP. In case of a trade body, a license issued by Ministry of Commerce would also be submitted to the registrar concerned. The application for obtaining the requisite license from the Commission should be accompanied by draft memorandum and Articles of Association, list of promoters, bio-data of each promoter, declaration, names of companies in which the promoters of the proposed association hold any office, estimates of annual income and expenditure and brief statement of work already done or to be done. (Section 42 & Rule 6).



REQUIREMENTS AFTER INCORPORATION:

Requirement after establishment of place of business by foreign Companies

A Foreign Company incorporated outside Pakistan, is required to file the following documents to the registrar concerned within 30 days from the establishment of its place of business in Pakistan (Sections 450 to 458 of the Companies Ordinance, 1984):

  1. A certified copy of the charter, statute or Memorandum and Articles of the company accompanied by Form 38. The certification is to be given by
    • the public officer in the country where the company is incorporated to whose custody the original is committed or
    • a notary public of the country where the company is incorporated; or
    • An affidavit of a responsible officer of the company in the country where the company is incorporated.

    The signature or seal of the person so certifying shall be authenticated by a Pakistani diplomatic consular or consulate officer. If the document is not in English, duly certified translation in English or Urdu language is provided (Rule 23 of Companies (General Provisions and Forms) Rules, 1985.

  2. Address of registered office or principal office of the company, on Form 39
  3. Particulars of directors, Chief Executive and secretary (if any) of the company, on Form 40;
  4. Particulars of principal officer of the company in Pakistan, on Form 41;
  5. Particulars of person(s) resident in Pakistan authorized to accept service on behalf of the foreign company, on Form 42 along with the certified copy of the appointment order, authority letter of board of directors’ resolution and consent of the principle officer;
  6. Address of principal place of business in Pakistan of the foreign company, on Form 43 (Section 451).
  7. Permission letter from the Board of Investment with a specific validity period for opening and maintaining of a branch/liaison office by a foreign company.

TABLE OF FEE:

Availability of Name Fees

Online submission
(Rs.)
Manual submission
(Rs.)
200 500

Registration Fees for foreign companies

Online submission
(Rs.)
Manual submission
(Rs.)
25,000 50,000

COMPANY:

A company is a legal entity formed under the Companies Ordinance, 1984. The Companies Ordinance, 1984 provides three different types of companies:

  • A company limited by shares.
  • A company limited by guarantee.
  • An unlimited company.

Company Limited by Shares

The liability of its members is limited to the extent of their shares in the paid-up capital of the company. These companies may further be classified as public limited and private limited companies.

Company Limited By Guarantee

A company having the liability of its members limited by memorandum to such amounts as the members may respectively undertake to contribute to the capital of the company in the event of its winding up. A company limited by guarantee is usually formed on a 'non profit basis'. Companies limited by guarantee use the words (Guarantee) Limited" as the last words of their name.

Unlimited Company

Means a company having unlimited liability of its members.


TYPES OF COMPANIES:

The following types of companies may be registered in Pakistan:

  • A private limited company, which may be a single member company
  • A public limited company, which may be listed or unlisted
  • A foreign company

Private Limited Companies

These may be formed by at least two persons by subscribing their names to the 'Memorandum and Articles of Association' of the company. A private limited company, by its Articles of Association:

  1. Restricts the right to transfer its shares;
  2. Limits the number of its members to fifty; and;
  3. Prohibits any invitation to the public to subscribe for shares or debentures of the company.

A private limited company is required to use the words "(Private) Limited" as the last words of its name.

Public Limited Companies

These can be formed by at least seven persons by subscribing their names to the 'Memorandum and Articles of Association' of the company. The word 'Limited' is used as the last word of its name.

Foreign company

Firm incorporated under the laws of a foreign jurisdiction and owned or controlled by non-nationals, also called Alien Corporation, foreign concern, or foreign firm.