INCORPORATION OF A COMPANY

To get incorporated a company has to register with the Companies Ordinance, 1984 Securities and Exchange Commission of Pakistan. This task is now done by the Registration Department, Company Law Division also known as Company Registration Offices, in the same day or at least within three days.

1. The name:
The first step in the incorporation of a company is to confirm the availability of the name of the proposed company from the Company Registration Office. A fee is required for seeking availability certificate. The name should not be inappropriate, deceptive or designed to offend religious feelings, and it should neither be identical nor have a close resemblance to the name of any existing company. There are certain words and expressions that when used in a company name may imply business pre-eminence, a particular status or a specific function. The Registrar does generally not allow these words, unless the promoters provide sufficient justification (International, Association or federation, Commission, Authority, board or council, Institute or institution, Chamber of Commerce, and/or Trade and for Industry, etc)

2. Memorandum of Association
An important step in the formation of a company is to prepare a document called Memorandum of Association. It is the charter of the company that contains the basic conditions on which the company is incorporated (the name, the State in which the registered office is to be situated, the main objects of the company to be pursued, the liability of the members and the authorized capital).

3. Articles of Association
Articles of Association of the company are the regulations that govern the internal management of affairs of the company and the conduct of its business. The Articles are subordinate to the Memorandum of Association.

4. Registration of a Company
A foreign company (incorporated outside Pakistan) is required to deliver following documents to the concerned Registrar with 30 days of the establishment of its place of business in Pakistan:

   

A certified copy of the Memorandum of Association and Articles of Association in the English language, duly authenticated by a Pakistani diplomatic consular and accompanies by the prescribed form (38) Address of the registered or principal office in a country of origin (Form 39) A list of Director, Chief Executive and Secretary of the company (Form 40) Particulars of the principal officer of the company in Pakistan (Form 41) Particulars of person(s) resident in Pakistan authorized to accept service on behalf of the foreign company (Form 42) Address of principal place of business in Pakistan of the foreign company (Form 43) Paid Chillan for the filing fee of each document deposited in the designated corporate branches of Habib Bank Limited

Foreign company is required to file annually with the registrar concerned annual accounts in respect of its operations within Pakistan and its global accounts together with the list of Pakistani members and debenture holders and particulars of places of business in Pakistan within the prescribed period. It is also required to give notice (Form 46) to the registrar concerned at least 30 days before it intends to cease business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province in which place of business is situated.

REQUIRED DOCUMENTS
A foreign company incorporated outside Pakistan, is required to submit the following documents to the concerned agencies within 30 days of establishing presence in Pakistan:


 

A certified copy of the charter, statute or Memorandum and Articles of the company, in English or Urdu, accompanied by prescribed Form 38 Address of the registered or principal office of the company on Form 39 A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40 Particulars of the principal officer of the company in Pakistan on Form 41

Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company on Form 42 Address of the principal place of business in Pakistan of the foreign company on Form 43 (Section 451)

REGISTRATION OF A COMPANY IN PAKISTAN

Registration of a Private Limited Company in Pakistan

This brief overview explains, in very general terms, the procedure and requirements for registration of a company in Pakistan. These brief notes are for general guidance only and should not be taken as a substitute for thorough and professional legal advice.

Types and Forms of Companies which may be Registered in Pakistan

The following types of companies may be registered in Pakistan:
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A private limited company, which may be a single member company

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A public limited company, which may be listed or unlisted A foreign company

Company Registration in Requirements and Procedure

Pakistan

How to Register a Company in Pakistan?

Companies remain the most favored form of business organizations in Pakistan especially for medium and large-scale business enterprises. Legal regime for establishment and regulation of companies in Pakistan is given in the Companies Ordinance, 1984. Whereas the function of administration of these companies is vested in the Securities and Exchange Commission of Pakistan and the Registrar of Companies appointed by the Securities and Exchange Commission of Pakistan for a Province of Pakistan where such company is to be registered.

Under the provisions of the Companies Ordinance, 1984 a company is a corporate body with separate legal entity and a perpetual succession and a company may be formed by persons associating for any lawful purpose by subscribing their names to the Memorandum of Association and complying with other requirements for registration of a company under the provisions of the Ordinance.

The Companies Ordinance, 1984 provides three different types of companies:

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A company limited by shares A company limited by guarantee An unlimited liability company

Further, under the Companies Ordinance, 1984 two types of limited liability companies are provided namely, a) a private limited company and b) a public limited company (which may be listed or unlisted). Any one or more persons associated for any lawful purpose by subscribing their name(s) to the Memorandum of Association and complying with other registration specific requirements of the Companies Ordinance, 1984 may incorporate a private limited company. Provided that where a company has only one subscriber to the Memorandum of Association then such a company is called a Single Member Company, however, a Single Member Company remains a private limited company for all intents and purposes of the Ordinance. Whereas any three or more persons so associated may form a public limited company. A company limited by shares whether a private company or a public company is the most common vehicle for carrying out a business enterprise in Pakistan.

Prior approval of the relevant Ministries/Departments is required to be obtained before incorporation of the following companies:
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A banking company A non-banking finance company A security service providing company A corporate brokerage house A money exchange company An Association not for profit u/s42 of the Companies

Ordinance, 1984 A trade organization u/s 42 of the Companies Ordinance, 1984

PROCEDURE FOR REGISTRATION OF A COMPANY IN PAKISTAN

Following are the requirements for registration of a company in Pakistan:

For Registration of a Company in Pakistan

Step No.1

Availability of Name The first step with regard to incorporation of a company is to seek availability of the proposed name for the company from the Registrar. For this purpose, an application is to be made and a fee of Rs.200 is required to be paid for seeking availability certificate.

Step No. 2

Filing of documents required for

registration of a private limited company in Pakistan

The following documents are required to be filed with the registrar concerned for registration of a private limited company in Pakistan:
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Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association.

Memorandum and articles of association - Four printed copes of Memorandum and Articles of Association duly signed by each subscriber in the presence of one witness.

Form 1 - Declaration of compliance with the pre-requisites for formation of the company.

Registration/filing fee - A copy of the original paid Chillan in the authorized branches of Habib Bank Limited or a Bank Draft/ Pay Order drawn in favour of the Securities and Exchange Commission of Pakistan of the prescribed amount.

Authorization by sponsors - The authorization of sponsors in favour 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

(1) Banking Company

Ministry of Finance/State Bank of Pakistan. Ministry of Commerce.

(2) Insurance Company

(3) Investment Finance Company (i) Ministry of Finance. (Investment-Bank) (ii) State Bank of Pakistan. (4) Leasing Company Securities and Exchange Commission of Pakistan. Securities and Exchange Commission of Pakistan.

(5) Venture Capital Company

(6) Asset Management Company Securities and Exchange Commission of Pakistan.

A company which invests in any of the following industries (i) Arms and Ammunition Ministry of Industries/Board of Investment.

(ii) Security Printing, Currency and Ministry of Industries/Board of Mint. Investment. (iii) High Explosives. Ministry of Industries/Board of Investment. Ministry of Industries/Board of Investment.

iv) Radio Active Substances