CORPORATE LAW & LAWYERS IN PAKISTAN
Whether you are a company director or secretary struggling to make sense of your legal obligations or a busy professional looking to outsource your legal support requirements, ZA-LLP can help. Our range of corporate legal services will enable you to safely implement a variety of corporate law transactions in a cost-effective manner. Have you ever been asked to cancel unissued shares in a company or to prepare documentation to amend memorandum or articles of association but find that you have no idea where to start? Would ploughing through the provisions of the Companies Ordinance 1984, legal textbooks and precedent books to find out what you need to do eat into your valuable time? ZA-LLP specialise in providing businesses with the complete range of services that they need and have a long-standing reputation for providing expert support and practical solutions to everyday problems. We are unrivalled in our ability to work closely with our clients to ensure that they have the correct corporate legal structure in place. Our in-house Corporate Legal Services team can help you with a range of matters, at very competitive rates.
The Corporate department at ZAFAR & ASSOCIATES – LLP offers a comprehensive array of services that draw on all of the firm’s resources and expertise. Our corporate lawyers are committed to providing our clients with incomparable service that includes:
- The highest level of substantive expertise and skills;
- Enthusiasm and commitment to our work and clients;
- Creative approaches and solutions to challenges; and
- Cost management through project budgeting, monitoring and efficient staffing.
ZA-LLP’s other corporate legal services range from amending memorandum and articles, company name change, company re-registration, share classes, share transactions, cancellation, sub-divison and consolidation of shares, elective resolutions and issues of share warrants to bearer.
Who We Are
The Corporate Group operates as part of an overall business team and views legal issues through the lens of the specific goals and objectives of the client’s business. Our 1:1 partner to associate ratio ensures senior level involvement in every client matter. We structure our teams to match client expectations relative to billing, communication, budget and reporting structure. Partners are actively involved and readily available to clients.
Whom We Counsel
Domestic, multinational and public limited companies, Pakistani and foreign privately-held companies at all stages of development, including start ups and emerging companies, entrepreneurs, closely held and family businesses, financial institutions, private equity firms, venture capital and hedge funds, as well as corporate executives. Our clients are engaged in a wide spectrum of industries, including manufacturing and distribution, high technology, Internet, financial services, real estate, capital formation, health care, medical technology, and not-for-profit and charitable efforts.
What We Do
We specialize in both sophisticated and innovative legal solutions. Achieving our clients’ business goals is our primary objective. Because tax considerations are critical to all business planning, in all our representations we stress efficient tax planning that takes into account the economic interests of both the individual entrepreneur and the business enterprise. Our attorneys provide advice with respect to:
|Business Formation||Commercial Contracts|
|Mergers & Acquisitions||Strategic Alliances|
|Venture Capital Financing|
Table: Corporate Services
For the convenience of general public, promoters and directors of companies, SECP had established its eight CROs at Islamabad, Karachi, Lahore, Peshawar, Faisalabad, Multan, Sukkur, and Quetta. Besides registration of companies and monitoring of their working according to law, functions of CRO’s include providing services and guidance and also to ensure that the companies and their directors comply with the statutory requirements as provided under the Companies Ordinance 1984 (the Ordinance).The record of companies maintained by the CROs is public record and the investors, share holders, creditors and general public, may inspect the record of company whenever they need and they may also obtained certified copy of any specific document forthwith on payment of nominal amount of fee.
Any three or more persons associated for any lawful purpose may, by subscribing their names to the Memorandum of Association and complying with the requirements of the Ordinance form a public company and any one or more persons so associated may, in like manner, form a private company. If only one member form a private company it is called a single member company and if it is formed by more than one member, it is termed as a private company.
Prior approval of the Ministries / Departments etc. noted against each category of the following companies is required to be obtained before incorporations of companies:
|Class of Companies||Relevant Authorities|
|Banking Company||Ministry of FinanceState Bank of Pakistan|
|Non Banking Finance Company (NBFC)||Securities & Exchange Commission of Pakistan|
|Security Service Providing Company||Interior Division|
|Corporate Brokerage House||Stock Exchange (For transfer of Membership Card in favour of proposed Company)|
|Money Exchange Company||State Bank of Pakistan|
|Association Not for Profit u / Sec. 42 of the Companies Ordinance, 1984||Securities & Exchange Commission of Pakistan|
|Trade Organisation u / Sec. 42 of the Companies Ordinance, 1984||Ministry of CommerceSecurities & Exchange Commission of Pakistan|
Table: Company Classifications
Following are the requirements for egistration of a new company under the Companies Ordinance, 1984:
REQUIREMENTS BEFORE INCORPORATION
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 a fee of Rs. 200/- 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 a 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.
Documents Required 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:
- Copy of National Identity Card or Passport, in case of foreigner, of each subscriber and witness to the Memorandum & Articles of Association.
- Four printed copies of Memorandum and Articles of Association, duly signed by each subscriber in the presence of one witness. One copy should be affixed with special adhesive stamps at the rates prescribed under the Stamp Act, 1899 (Table-I) in order to facilitate the general public, specimen of Memorandum & Articles of Association of various sectors have been provided at the Commission’s Website.
- Form I – Declaration of Compliance with the Pre-requisites for Formation of the Company
- Registration – A copy of the original paid Challan in the authorised branches of Habib Bank Limited or a Bank Draft / Pay Order drawn in the favour of Securities & Exchange Commission of Pakistan of the prescribed amount (Table-II).
- Authorisation by Sponsors – The authorisation of sponsors in favour of a person to make good the deficiencies, if any, in Memorandum & Articles of Association as may be pointed out by the registrar concerned and to collect the Certificate of Incorporation.
Additional requirements for a Company having objects of providing Security Services
In case of security object Company, nine additional sets of each of the documents as stated above 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 Company providing Security Services.
Documents Required for Incorporation of Single Member Company (SMC)
Any person may form a Single Member Company (SMC) 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 SMC.
Certified Copies of Memorandum & Articles of Association and Certificate of Incorporation
In order to obtain certified copies of memorandum of Association, Articles of Associations and certificate of incorporation, challan of the requisite copying fee as per Table II and court stamps fee of the requisite value should be furnished along with registration documents.
Documents Required for Incorporation of an Association Not For Profit
All the documents meant for incorporation of a limited company along with a licence issued by the SECP. In case of a trade body, a licence issued by 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. (Section 42 and Rule 6).
Transfer of Membership of SMC to a New Member
If the membership of SMC 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 the status of SMC
SMC can be converted into a Private Company on increase 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 within fourteen days. Furthermore, 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 SMC
A Private Company having two or more members shall become SMC by passing a Special Resolution for change of its status, making necessary alteration in it’s articles and obtaining the approval of 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 Resolutions for change of status to SMC.
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.
REQUIREMENTS AFTER INCORPORATION
|Private Companies||Public Companies|
|The number and names of first directors are required to be determined by the majority of subscribers of memorandum in writing and until so determined all the subscribers of the memorandum who are natural persons shall be deemed to be directors of the Company. The appointment of first director is required to be notified to the registrar concerned on Form 29 within 14 days from the date of incorporation. The first election of directors is required to be held at the first Annual General Meeting (AGM) of the Company and subsequently after every three years. The directors so elected are to hold office for a period of three years. However, casual vacancy occurring on account of death, resignation or removal of any director may be filled up by the other directors for the remainder period of the term.||All the requirements meant for Private Companies given at serial Nos (i) To (xiii) above are also applicable to Public Companies. However, the Listed Companies are also required to file list of members on protected media to the Commission and associations are required to file with registrar concerned Annual Return on Form B instead of Form A.|
|Directors of every Company are required to appoint the first Chief Executive not later than fifteen days from the date of incorporation and thereafter within fourteen days from the date of election.||Company is required to file a list of directors and consent of Directors and Chief Executive within 7 days of the incorporation and thereafter before the election / appointment of Directors and Chief Executive on Forms 27 and 28.|
|The first auditor is required to be appointed by the directors within sixty days from the date of incorporation and thereafter in each AGM of the Company.||Company shall entitle to commence its business after obtaining commencement of business certificate from the registrar concerned (Section 157).|
|SMC is also required to appoint a Company Secretary within fifteen days of incorporation or on becoming a Single Member Company or of the office of Company Secretary falling vacant and notify such appointment on Form 29 within fourteen days of the date of such appointment.||Statutory Meeting is required to be held within a period of not less than three months but not more than six months from the date at which the Company is entitled to commence business. A statutory report is required to be circulated to the members and five copies thereof certified in the prescribed manner are required to be filed with the registrar concerned, at least 21 days before the date of Statutory Meeting. A Private Company which converts itself to Public Company after one year of incorporation is not required to hold such statutory meeting and issue such statutory report (Section 157).|
|Any appointment, election or change in the Directors, Chief Executive, Auditors, Chief Accountant, Legal Advisor etc. is required to be notified to the registrar concerned on Form 29 within 14 days of the said election, appointment or change (Section 205).||Two copies of the audit Balance Sheet and Profit & Loss Accounts signed in the prescribed manner are required to be filed by Public Companies with the registrar concerned within 30 days from the date of their AGM (Sections 233 and 242).|
|A Company is required to notify the registered office of the Company on Form 21 within 28 days from the date of its incorporation. This form is normally submitted with the registration documents to facilitate communication. Change of registered office is also to be notified on the same form within same period (Section 142).||Every listed company is required to file three copies of audited Balance Sheet and Profit & Loss Accounts to the SECP, Stock Exchange and the registrar at the time of sending the notice of AGM to the members as well as within 30 days of holding the Annual General Meeting.|
|A private company may commence its business immediately after its incorporation.||Return containing beneficial ownership of listed Securities & Exchange therein on Form 31 and Form 32 are required to be filed with the Registrar concerned and the SECP.|
|First Annual General Meeting (AGM) of the Company is required to be held within eighteen months from the date of incorporation and subsequent Annual General Meetings are required to be held once at least in every calendar year, within a period of four months following the close of its financial year and not more than fifteen months after holding of its last preceding AGM (Section 158).||A listed company is also required to appoint a Company Secretary.|
|Directors of every Company are required to lay before the Company in its AGM audited Balance Sheet and Profit & Loss Accounts in the case of first accounts since the incorporation of the Company and in any other case since the preceding account, made up to date not earlier than the date of meeting by more than four months (Section 233).|
|Annual Return on prescribed Form A is required to be filed with the registrar concerned once in each year made as on the date of Annual General Meeting, where no such meeting is held, on the last day of the calendar year (Section 156).|
|In case of increase in paid-up capital, the company is required to offer new shares to the existing shareholders and the offer is required to be accompanied by a circular issued under Section 86 (3) to all the shareholders strictly in proportion to the shares held by them and, on the allotment of shares, return of allotment on Form 3 is required to be filed with registrar concerned within 30 days from the date of allotment of shares. Partly paid shares are not allowed to be issued at all. (Section 73 and 86).|
|The Company is required to issue Share Certificates to its shareholders within 90 days from the date of allotment or within 45 days after the date of filing of application for registration of transfer of shares (Section74).|
|Particulars of every mortgage or change created by the Company on its property or undertaking and every modification therein or satisfaction thereof are required to be filed and registered with the registrar concerned within 21 days after the date of its creation, modification or satisfaction (Sections 121, 129 and 132).|
|In case of death of single member of a Single Member Company, the nominee director of SMC is required to inform the registrar concerned of death of the single member, provide particulars of the legal heirs and in case of any impediments report the circumstances seeking the direction in the form as set out in Form S3 within seven days of the death of the single member.|
|The decisions taken by the single member or sole director in the meeting of director and member of a Single Member company are required to be drawn up in writing and recorded in the minute’s book by the Company Secretary.|
Table: After Incorporation Requirements
Requirements 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):
- A certified copy of the Charter, Statute or Memorandum & Articles of the Company accompanied by Form 38. The certificate is to be given by: (a) The public officer in the country where the Company is incorporated to whose custody the original is committed or (b) A notary public of the country where the Company is incorporated; or (c) 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 documents is not in English, dully certified translation in English or Urdu language is provided (Rule 23 of Companies (General Provisions and Forms) Rules, 1985.
- Address of registered office or principal office of the Company on Form 39;
- Particulars of directors, Chief Executive and secretary (if any) of the company, on Form 40;
- Particulars of principal officer of the Company in Pakistan, on Form 41;
- Particulars of person (s) resident in Pakistan authorised 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;
- Address of principal place of business in Pakistan of the Foreign Company, on Form 43 (Section 451).
- Permission letter from the Board of Investment (BOI) with a specific validity period for opening and maintaining of a Branch / Liaison Office by a Foreign Company.
Any change or alteration in particulars stated in the documents and returns filed at the time of registration u/Sec. 451 is required to be filed on Form 44 with the registrar concerned within 30 days of such change or alteration (Section 452); and
Foreign Company is required to file annually with the registrar concerned annual accounts in respect of its operation within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and of places of business of the Company in Pakistan within the prescribed period (Section 453); and
Foreign Company is required to submit the renewal / extension of the permission to open / maintain a Branch / Liaison Office from the Board of Investment (BOI) on the expiry of the validity of the permission, originally granted. Foreign Company is required to give notice on Form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the Province or Provinces in which such place or places of business are situated.
INFORMATION FOR THE COMPANIES HAVING FOREIGN INVESTMENT / COLLABORATION
Foreign Investors are permitted to hold 100% equity of industrial projects without any permission of the Government. No Government sanction is required for setting up any industry, in terms of field of activity, location and size except for the following:
- Arms and Ammunitions
- High Explosives
- Radioctive Substances
- Security Printing, Currency and Mint
No new units for the manufacture of alcoholic beverages or liquors will be allowed. There is no requirement for obtaining No Objection Certificates (NOC) from the provincial governments for locating the project anywhere in the country except in areas that are notified as negative areas. With the announcement of Investment Policy, 1997 by Government of Pakistan, the foreigner investment has since been allowed on repatriate able basis in agriculture, service, infrastructure and social sectors subject to conditions indicated against each. They will have to simply register a Company with SECP under the Ordinance and to inform State Bank of Pakistan provided the relevant conditionality is fulfilled.
Foreign Direct Investment (FDI) Services Sector is allowed for any activity subject to any condition that services which require prior permission / NOC or licence from the concerned agencies will continue to get the same treatment until and unless de-regulated by such agencies and will be subject to provision of respective sectoral policies. The list of deregulated services in telecommunications is as under:
- E-mail / Internet / Electronic Information Services (EIS)
- Data Communication Network Services
- Trunk Radio Services
- Cellular Mobile Telephone Services
- Audio Texts Services
- Voice Mail Services
- Card Pay Phone Services
- Close User Group for Banking Operations
- International Satellite Operations for Domestic Data Communication
- Paging Services
- Vehicle Tracking System (VTS)
- Burglar Alarm System (BAS)
- Global Mobile Personal Communication System (GMPCS)
- Any other Telecommunication Service, which is deregulated in future, will become part of this list
Note: Those sectors which have not been deregulated, and are with Pakistan Telecommunication Corporation Limited (PTCL), are open to foreign investors in collaboration with PTCL.
- The amount of Foreign Equity Investment in the Company / Project shall be at least US$ 0.3 Million.
- Foreign investors are allowed to hold 100% of the equity subject to the condition that the repatriation of profit shall be restricted to a maximum of 60% of the total equity or profits and that a minimum of 40% of equity is held by Pakistani Investor (including sale of shares in stock exchange) within five years.
Infrastructure projects including development of industrial zones.
- The amount of Foreign Equity Investment in the Company / Project shall be at least US$ 0.3 Million.
- 100% Foreign Equity is allowed on repatriateable basis.
Education, Technical / Vocational Training, Human Resource Development (HRD), Hospital, Medical and Diagnostic Services
- The amount of Foreign Equity Investment in the Company / Project shall be at least US$ 0.3 Million
- 100% Foreign Equity is allowed.
Corporate Agriculture Farming (CAF) Sector
The Cabinet decision dated June 19, 2002 on Corporate Agriculture Farming (CAF) Policy enunciates that such local and foreign companies would be entitled CAF legal entity that are locally incorporated under the Companies Ordinance, 1984. In this connection, in case of foreign collaboration, 60% of Foreign Equity is allowed with minimum investment of US$ 0.3 Million. Beside the following agriculture related activities are included in CAF under the approved policy package.
- Land development/reclamation of batter land, desert and hilly areas for agriculture purpose and crop farming.
- Reclamation of Water Front Areas / Creeks.
- Crops, Fruits, Vegetables, Flowers Farming / Integrated Agriculture (Cultivation and Processing of Crops).
- Modernization and Development of Irrigation Facilities and Water Management.
- On Farm Construction of Wheat / Grain Storage and Construction of Cold Storage for captive use (not on commercial basis).
- Tourism: Tourism has been given the status of industry and placed under priority industries i.e. category ‘c’ of the Investment Policy.
- Housing and Construction: The housing and construction sector has been declared as Industry and placed under priority Industries i.e. category ‘c’ of the Investment Policy.
Local and Foreign Companies involved in real estate projects will not market these projects unless the title of the property is transferred in the name of a locally incorporated Company and the ‘Commencement of Business’ Certificate is issued by the Securities & Exchange Commission of Pakistan (SECP) to the Company.
- Information Technology: Computer Software and Information Technology (IT) have been declared as Industry.
OUR CORE COMPETENCIES
Collaborative lawyers trust the wisdom of the group; lone wolves and isolationists do not do any good anymore.
Distant, detached lawyers are relics of the 20th century, the market no longer wants a lawyer who is only half a person.
If you can not effectively and efficiently use e-communications, and mobile tech, you might as well just stay home.
Virtually a substantial part of lawyers difficulties in this regard lie with their inability to prioritise their time.
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