(B)

In forming of private limited company, according to section 14(b)(c) of companies act 2017:

(b)two or more persons so associated may in the like manner form a private company; or

(c) one person may form a single member company by complying with the requirements in
respect of registration of a private company and such other requirement as may be specified. The
subscriber to the memorandum shall nominate a person who in the event of death of the sole
member shall be responsible to,

i. transfer the shares to the legal heirs of the deceased subject to succession to be
determined under the Islamic law of inheritance and in case of a non-Muslim members,
as per their respective law; and
ii. manage the affairs of the company as a trustee, till such time the title of shares are
transferred: Provided that where transfer by virtue of this sub-section is made to more
than one legal heir, the company shall cease to be a single member company and comply
with the provisions of section 47.

According to section 15:

Liability for carrying on business with less than three or, in the case of a private company, two
members.

If at any time the number of members of a company is reduced, in the case of a private company
other than a single member company, below two or in the case of any other company, below
three and the company carries on business for more than one hundred and eighty days while the
number is so reduced, every person who is a member of the company during the time that it so
carries on business after those one hundred and eighty days and is cognizant of the fact that it is
carrying on business with fewer than two members or three members, as the case may be, shall
be severally liable for payment of whole debts of the company contracted during that time and
may be sued therefor without joinder in the suit of any other member.

The importance of memorandum of association under the section 16 of company law 2017;

Registration of memorandum and articles;

1. There shall be filed with the registrar an application on the specified form containing the
following information and documents for incorporation of a company, namely:
a) a declaration on the specified form, by an authorized intermediary or by a person named
in the articles as a director, of compliance with all or any of the requirements of this Act
and the rules and regulations made thereunder in respect of registration and matters
precedent or incidental thereto;

b) memorandum of association of the proposed company signed by all subscribers, duly

witnessed and dated;

c) there may, in the case of a company limited by shares and there shall, in the case of a
company limited by guarantee or an unlimited company, be the articles of association
signed by the subscribers duly witnessed and dated; and

d) an address for correspondence till its registered office is established and notified.

2. Where the registrar is of the opinion that any document or information filed with him in
connection with the incorporation of the company contains any matter contrary to law or
does not otherwise comply with the requirements of law or is not complete owing to any
defect, error or omission or is not properly authenticated, the registrar may either require
the company to file a revised document or remove the defects or deficiencies within the
specified period.

3. Where the applicant fails under sub-section (2) to remove the deficiencies conveyed
within the specified period, the registrar may refuse registration of the company.

4. If the registrar is satisfied that all the requirements of this Act and the rules or regulations
made thereunder have been complied with, he shall register the memorandum and other
documents delivered to him.

5. On registration of the memorandum of a company, the registrar shall issue a certificate

that the company is incorporated.

6. The certificate of incorporation shall state,

a) the name and registration number of the company;

b) the date of its incorporation;

c) whether it is a private or a public company;

d) whether it is a limited or unlimited company; and

e) if it is limited, whether it is limited by shares or limited by guarantee.

 7. The certificate under sub-section (5) shall be signed by the registrar or authenticated by
the registrar ‘s official seal.

8. The certificate under sub-section (5) shall be conclusive evidence that the requirements
of this Act as to registration have been complied with and that the company is duly
registered under this Act.

9. If registration of the memorandum is refused, the subscribers of the memorandum or any

one of them authorized by them in writing may, within thirty days of the order of refusal,
prefer an appeal to the Commission.

10. An order of the Commission under sub-section (9) shall be final and shall not be called in
question before any court or other authority.

 DOCUMENTS:

MEMORANDUM OF ASSOCIATION
Memorandum of Association is the charter of a company. It serves as the charter of the company
being registered. It not merely spells out the vision, scope and mandate of the company but also
discloses the detail particulars of its shareholders and the composition of shares each shareholder
or subscriber enjoys in the business amongst others. Memorandum of Association is filed along
with application for company registration in Pakistan.
ARTICLES OF ASSOCIATION
Is about the day-to-day proceedings within the company. It tells about the role of the CEO and
directors. In short, it tells about how the company will run. Or Articles of Association on the
other hand are termed as the constitution of the company. It provides the provisions on internal
operations to be carried out on daily basis etc. of the company. It further provides with the
provisions to appoint Chief Executive, Directors, secretary etc of the company. Article of
Association is also filed along with application for company registration in Pakistan.

 FORM 1, FORM 21 & FORM 29

FORM 1: Declaration of compliance with the requirements of the Companies Ordinance, 1984
FORM 21: Notice of situation of registered office of the company
FORM 29: Particulars of Directors and Officers including the Chief Executive, Secretary etc.
Note: Please note that there is no need to create Form 1, Form 21 and Form 29 manually, as
eservices system will automatically generate these forms when you fills in eservices main form
Note: When using eservices you only need to upload the following documents in PDF format.

1. Memorandum of Association

2. Articles of Association

3. Scanned version of CNICs of the Directors

4. Scanned Receipt of Bank Deposit (In case of Offline Payment)

Form 1, Form 21 & Form 29 is automatically generated from the details you enter in the Form of
Incorporation.
This is where you fill out the details and upload the documents.
 DIGITAL SIGNATURES

When you are incorporating your company through eservices, the witness to your documents will
be NIFT and you will need to obtain a digital certificate from NIFT for each  director of the
company in order to electronically sign all the documents including Memorandum, Articles and
other forms. After getting Name Reservation Certificate from SECP, you will have to send the
application to NIFT in order to obtain digital certificates.
 SUBMISSION OF FORMS

Process of Company Registration in Pakistan can be applied both online and offline. For a paper-
free environment it is highly recommended by SECP to file applications online. Process of
online company registration in Pakistan is being promoted by SECP and is followed by 50% fee
concessions. For online process for Company Registration requires filing joint application for
name availability and company registration. if required you can also separately file applications
for both phases online. Application of company Registration is to be accompanied by
Memorandum of Association, Article of Association and the application for name availability
using E-services portal. In that case all fees payable can be paid online using credit card or online
banking.
In case of offline method for filing application for company registration in Pakistan you are
required to generate challan manually and after making payments same shall be manually filed
along with the signed application and the foregoing documents with SECP.
 CERTIFICATE OF INCORPORATION

You might receive an email if an objection arises. Make the required correction and submit the
concerned form again through eservices Portal. SECP will take about seven working days to
complete the process if there is no objection and you will receive a confirmation email regarding
successful incorporation of your company including the incorporation number.

You can pick up the Incorporation Certificate from the concerned Company Registration Office
(CRO) by showing a copy of the payment receipt or it will be delivered to your registered
address after seven working days.
 PROCESSING TIME

SECP has recently revamped the process of company registration in Pakistan for which new and
convenient procedure has been introduced. The process for company Registration therefore, has
become advanced and expeditious. Applications are now process within a few hours so you do
not have to wait a week or a month any more for registration of your new business.