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Dedication

We dedicate this project to our parents who provide us full support to complete this project.

Acknowledgements

We are very thankful to ALLAH ALMIGHTY who has given us the power and ability to think and judge the matters and then to make use of these blessed abilities. This Project is acknowledged to respected teacher Sir Rehan Aziz who provides us such a magnificent opportunity to make a full workout on the Company Incorporation and for his guidance about this project.

Table of Contents

The Registration Department: ......................................................................... 5 Functional Profile: ............................................................................................ 5 Registration, Litigation and Advisory Wing: .................................................. 5 Licensing & Regulating Wing: ........................................................................ 6 Compliance and Complaints Wing: ............................................................... 6 Corporate Legal Framework, Research and MIS Wing: ................................. 6 Registration of a Pubic Limited Company in Pakistan:...................................... 8 How to Register a Company in Pakistan? ......................................................... 8 Procedure for Registration of a Company in Pakistan: ................................... 10 Step No. 1 for Registration of a Company in Pakistan: ................................... 10 Step No. 2 for Registration of a Company in Pakistan: ................................... 11 Documents required for registration of a Single Member Company in Pakistan: ....................................................................................................................... 11 Documents required for registration of an association not for profit in Pakistan: ........................................................................................................ 12

The Registration Department:

The Registration Department is responsible for administration of the Companies Ordinance 1984, and the rules and regulations made there under along with other relevant laws. Its primary functions include registration of companies, regulating their statutory functions, and monitoring of corporate compliance through examination of statutory returns and accounts. These functions are performed by the eight regional offices of the SECP, the Company Registration Offices (CROs). The Registration Department supervises, coordinates, and monitors the workings of the CROs.

Functional Profile:

Registration, Litigation and Advisory Wing:

The Registration, Litigation and Advisory Wing is mainly responsible for supervision of Company Registration Offices (CROs). It monitors the registration of companies, functioning of registered entities in terms of the statutory provisions, regulates corporate compliance and ensures filing of statutory returns by companies. Enforcing statutory provisions of ROC (original and delegated) and providing guidance to CROs and the general public are also part of the functions of this Wing. The wing assists the department in prosecution, litigation and advisory on routine legal matters.

Licensing & Regulating Wing:

The Licensing & Regulating Wing is responsible issuance of licenses to Not for profit associations, under section 42 of the Companies Ordinance, 1984, investigations into the affairs of companies, inspection of books of accounts, special audits, group companies regulations and liaison with Government agencies. It also performs delegated powers of the Commission.

Compliance and Complaints Wing:

The

Compliance

and

Complaints

Wing

is

mainly

responsible

for

implementation of cost accounts in related industries, capital issue matters, appeals, review and revision applications, adjudication under the jurisdiction of ED (Reg.). A Complaint Cell has also been established within the Wing for efficient and effective disposal of complaints from the general public, corporate sector and investors.

Corporate Legal Framework, Research and MIS Wing:

The Corporate Legal Framework, Research and MIS Wing is responsible for undertaking research and preparing publications pertaining to the role of the Registration Department. Its main tasks include development of corporate legal framework, guidance booklets for awareness and information dissemination on corporate matters. Research is also being carried out to

further facilitate the corporate sector through development of standardized memorandum of association for various sectors of the economy. The wing also deals with budget related and CAPEX matters, internal audit reports of CROs and monitoring illegal activities of corporate and non corporate entities. The wing is also responsible for coordinating automation of CROs and the Registration Department. Some of its many activities are handling e-sevices related matters, development and updating of the Companies Registration and Compliance System, website development and updating, creation of specific MIS reports, dissemination of information to different agencies, and onsite and off-site monitoring of CROs.

Registration of a Pubic Limited Company in Pakistan:

This brief overview explains, in very general terms, the procedure and requirements for registration of a company in Pakistan.

Types and Forms of Companies which may be Registered in Pakistan 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

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:

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:

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

Procedure for Registration of a Company in Pakistan:

Following are the requirements for registration of a company in Pakistan: Step No. 1 for Registration of a Company in Pakistan: 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, application can be made on a plain paper addressed to the registrar concerned. A specimen of application for seeking availability of name is appended below. The application fee for the availability of name is Rs. 500/- for each proposed name. The fee can be paid in the designated branches of MCB Bank Limited through Challan Form which is available Free of Cost at the Facilitation Counters of the CROs and branches of MCB Bank Limited.

Step No. 2 for Registration of a Company in Pakistan: 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:

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 Challan 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. Authorisation by sponsors - The authorisation 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

Documents required for registration of a Single Member Company in Pakistan: Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in prescribed form indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death. All requirements for incorporation of a private limited company shall mutatis mutandis apply to a single member company.

Documents required for registration of an association not for profit in Pakistan: All the documents meant for incorporation of a limited company alongwith a licence issued by the SEC. In case of a trade body, a licence issued by the Ministry of Commerce would also be submitted to the registrar concerned. The application for obtaining the requisite licence 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.

FORMS REQUIRED