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    SRO-Draft Companies (Incorporation) Regulations, 2017

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    Government of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Islamabad, 5 June, 2017 NOTIFICATION 8.0. 423 _ (1y2017- The following draft Companies (Incorporetion) Regulations. 20117, proposed (o be made by the Securities and Exchange Commission of Pakistan in exercise of the powers conferred by sub-section (1) of section $12 read with section 10 af the Companies Act, 2017 (XIX of 2017), is hereby published for the information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourteen days of the date of this notification will be taken inte consideration. DRAFT REGULATIONS CHAPTER PRELIMINARY 1, Short title and commencement (1) These Regulations shall be called the Companies (Incorporation) Regulations, 2017. (2) They shell come into foree st once, 2, Definitions. — (1) In these regulations, unless there is anything repugnant in the subject or comlent,- (i) “Commission” means the Securities and Exchange Commission of Pakistan established under the Securities and Exchange Commission of Pakistan Act, 1997 (XLIE of 1997); Gi) company” means a company as defined in clause (17) ef sub-section (1) of section 2 of the Companies Act (XIX of 2017); (iii) “Ace means the Companies Act (XIX of 2017); (ix) “private company” means a company as defined in clause (49) of sub-section (1) of section 2 of the Act, (y) _“publis company” means a company as defined in clause (52) of sub-section (1) of section 2 of the Acts (vi) “vonistrar? means a registrar as dofined in clause (S7) of sub-seetion (1) of section 2 of the Act; (vii) “regulations” means the Companies (Incorporation) Regulations, 2017 and the ‘annexures attached to i; (viii) “single member company” means a company as defined in clause (65) of sub- section (1) of section 2 of the Act; (2) Words and expressions used but not defined in these regulations shall have the same meaning unless ccntrary to the cartext as assigned to them in the Act, the Securities and Exchange Commission of Pakistan Act, 1997, und any rules and regulations made thereunder. CHAPTER 11 RESERVATION OF NAME, 4 Reservation of Name. ~ (1) Any person desirous af forming a-company stall apply {for reservation of naine cither online o¢ in physical form in tems of sub-section (4) of section 10 of the actin the following manner- (application as per Anmexure-I of the regulations along with non-refundable application fee as specified in Seventh Schedule of the Act shall be filed with the registrar, (@) the applicant shall ensure that the proposed name shall fulfil the: criteria specified in section 10 of the Act and these regulations. (2) ‘The registrar, if satisfied that the proposed name fulfils the criteria specified fy the ‘Act and these regulations, may issue availability of name as per Amnexure-IT for a period of sixty days frodn the date of availability of name leter. (3) If the applicant fails to file documents in terms of section 10 within the said period, the name shell not remain avsilable and in case of refusal of the proposed name, the registrar shall issue the order of refusal as per Annextre-1IL, (4) An appeal ean be made within 30 days hy the aggrieved person belore the Cammission against the order of refusal by the registrar. {5) The registrar, while eousigering the application for reservation of name may require the applicant to furnish such edlditional inforciation as deemed appropriate. 4. Prohibition of certain names (1) The following words and eombinatiens thereof shail not be used in the name of a company in English or any of the languages depicting the same meaning,» (@)—Pederal Gavemment, Provincial Government, Name depicting association wits any foreign goverument, Name suggesting association with any political personality, Commission, Authority, Register or Registered, Co-operative, Bureau, Division, Department, Undesraking: Municipal, Union, Republic, Nation, President, Governor, Prime Minister, Chief Minister, Minister, Cabinet, Senate, National Assembly, Parliamenté Parlianveniaty, Starute! Statutory, Court! Judiciary’ Judge, Administrator. a james of Intemational bodies and abbreviations thereof including, but not limited 10, United Nations, South Asian Association for Regional Cooperation, Organization of Islamic Conferences, World Bank, Intemational Finance Corporation, Asian Ree: ee Risen cae area ee ele steely eat Aa russ, Red Crescent. Provided that the Commission may allow any of the above names under special circumstances oon the request of any government or authority (2) ‘The following words and combinutions thereof may only be used in the name of a company subject ta the criteria mentioned! in each ease- (Association or Foundation - In case of companies to be established an grant of license by the Commission under section 43 of the Act or which arg licensed by the Directorate Genera of Trde Organizations under hy Trade Organtanons As, 2013, ai) Gi) ty w w vid) ( (x) &) (xii) ait) (iy) oo) (xvi) Fund « In case of a public sector company, 2 trade organization, a Non-Banking Finance Company to be established to undertake asset management services of private equity and venture capital Cand management services subject 10 prior approval of she Commission or a company to be established on grant of license by the Commission under section 42 of the Act. Council - In case of a company to be established om grent of ficense by the Commission under section 42 of the Act. Moreover, this expression may also be allowed to Sports Association, Trace Organization or a Professional Body, Chamber - In case of oa entity which is to be established as a Trade Organization under Trade Organizations Act, 2013. ‘Trust - In case of Non-Banking Finance Compuny to he established to undertake REIT management services or asset management services subject to prior approval bby the Commission. Society - In cage of « eempuny if proper justification is provided to the satisfaction the registrar, Assurancelsssuret/fnsurance/Insurer/Re-A ssurance!Re-Assurer/Re-Insurance/Re- Insurer - In cose of companies ta be established to underinke business. of Insurance, Assurance, Reinsurance and Re-assurance subject to prior approval of the Commission. Board - In case ofa company desirous to engage in the husiness of Paper andor Raed or to-public sector companies Pohrie/Askari/Fanji/Faraiya/CadetiArmed Forces ox Farces'Army | Navy/Air Foroe’Shaheon/Military/Defence - In case of companies to be established by the relevant agency. Bank‘Banking/Banker - In case of companies to be established to undertake banking business subject to prier approval of Stale Bank of Pakistan or an investment bank subject to prior approval af the Commissian. Bank/Banking’Banker - In case of compenies to be established to undertske banking business subject to prior approval of State Bank of Pakistan or an Investment bank subject to prior approval of the Commission. Charter/Chartered - In exse of companies having charter from the sovereign authority of the Federation or the Province, Corporation -In cate of companies where proper justification is subwnitted to the satisfaction of registrar. Exchange/Bourse - In case of Securities Exchange, Commodity Exehange, Morcuntile Exchange and Exchange Company, subject to pia? apnraval from the relevant authority Familior Trade Names or Brand Names - In case of a company where permission of familiar trade name or brand name wser is provided er proper documentary evidence of ownership’ use of trade name or brand naine is fumnished by the xpplicant to the sotisfection of the registrar, Famous/Distinct Personalities - In ease of a company where proper justification is submitted to the satisfaction of register. ixvily (vill) (xix) Oa) bx) (wail) (oat) (xiv) Gow) ixxvi) Gavi) text) 6) @ Gi) (it) Federation « fn case of « company licensed under section 42 of the Act or wade ‘bodies under Trade Oryunizations Act, 2013, Federal = In case of & company where i has eanmection with or patronage of the Federal Government subject to prior approval of the Commission, Provines/Provineial/SindhePunjabrBaluchistan'Ktyber —Pakiitunkhwa or KPKOPATAGigit Baltistan or FANA/ Azad Jammu & Keshmir or AJK. [n case of a company where it has a connection with ot patronage of the concemed Government subject o prior appraval af ke Commission. Group - In case of & compatiy ‘where this word innplies several companies under single oorporete ownership and applicants huye to provide evidence of subsidiarylassacia‘e relationship with two or more companies. Holding - In case of » company where it qualifies to be 8 holding company as defined in Section 2(37) of the Act to the satistaction of the registrar. Jnstitute/Institution - In cast of a company where it has submitted proper justifieation to the satisfaction of the registrar Finanee, Financial, Investment Finance, lavestment Advisory, Leasing, Asset Management, Housing Finance, Mederaba - In case of Non-Bunking Fineace Company subject to prior spprovel by the Commissioz, Modaraba company, brokerage house or any public sector finencial instition or invesunent company Naine of Company containing country name or nationality other than Pakistan - in case of the companies where appenpriate justifieution is submited to the satisfuction of the registrar, Name of Company: containing nagnes of wo countries jc, Pakistan’Pak and any ‘other foreign country - In case of companies where documentary evidence is provided to the satisfaction of the registrar to cupport the fet that the company is a Joint Venture of bye Governments or companies of two countries. New/Modem/The’A \/ImernationaliCompany/Co. lnc Firmn'Parmership/LL PLLC! Proprictoz/Enlerprise/Mills’Factory - In ease of @ sompany where proper justidieation. ig submitted to the satisfaction of the registrar. However, these expressions will not be oceptable if used lo make proposed company name distinctive from existing companies, 8 fe In case of public sector compantes, University - In ease of University Matiagement Company for tke snanagerment of ‘University in lerns of guidelines of Higher Edueation Commission, ‘The name shall be considered undesirable, if— it includes the name of registered trade mark or a trude mark whieh is subjeet of aan application for registration, unless the consent of the owner of applicint for registration of the trade rmark, as the case may be, has been obtained and produced by the promoters it includes any word or words whieh are offinsive to any section af the peoples any other-word which in the opinion of registrar is undesirable, CHAPTER IL INCORPORATION OF COMPANY S, Application far incorparation of company, ~ (1) An applicant shat! make an application cither online or in physical form to the registrar for incorporation of company as per ‘Annexure-L¥ along with the following documents ~ @ Memorandum of Association; (i) Articles of Association; GH) Copies of CNICANICOP of the subseribersCopy of Passport in case of foreigner: (ix) Copies of CNIC of Nominee only in case of single member company () Copies of CNIC of witness in case of physical filing: (3) Authorization for fling of documents for the proposed company by the subscribers as per ‘Annexure-V in favor of cither ome of then of registered intermediary; (il) NOClLetter of Intent! License (if any) of the relevant regulatory authority in case of specialized business as mentioned in regulation 4; and (viii) Original copy of paid bank challan evidensing the payment of fee specified in Seventh Schedule of the Act. (2) The above epplication ean either be filed simultancously along, with application for reservation of name of the propused company in terms of regulation 3 abave or afler receipt of name uvailability letter from the registrar 6 Memorandum of Association, ~ (L) The memorandum of association shall be in conformity with Tshle B, €, D, E or F of the First Schedule to the Act and any other rales and regulations notified by the Commission'Tederal Government, at applicable to the kind of the company. It shall contain an undertaking that the comparty shall not engage in any of the restricted bbusiness, launch multi-level marketing (MLM). Pyramid and Ponzi Schemes, ar other related activiticstbusinesses or any lottery business, or engage in any of the permissible business unless the requisite approval, permission, consent or license is obtained from competent authority ns many be required under any law for the time being in foros: Expionation.« For the purposes of this regulation, “restricted business” means undertaking or indulging, directly or indirectly in the business of a Banking Company, NoneBenking Finance Company, Mutuel Fond, Privale Fund, Leasing, Investment Company, Investment Advisor, REIT Management Company, Housing Finance Company, Discounting ‘Services, Microfinance or Microcredit business, Insurance Business, Modaraba Management Company, Stock Brokemze ‘wusiness, forex, real estate business, managing agency, business af providing the services of security guards of any other business restricted under mny law for the time being in foree or as may be notified by the Commission (2) The memorandum of association of the company shall be signed by cach subscriber tw the Memorandum. (3) Where the subscriber to the memorandum is a body corporate, the memorandum of association shall be signed by a natural person duly authorized in this behalf by a resolution of the board of directors of the body corporat. (4) Where subscriber to the memorandum is a foreign national residing outside Pakistan, the may be required to file certain additional documents. His signatures and address on the memorandum and. proof of identity shall be identical with the details uppearing in hs passport. (5) ‘The memorandum filed in physical form under sub-section (1) of seetion 16 of the ‘Aaa, shall be properly stamped as required by the Starip Act, 1899 (Il of 1899), if applieable, duly subscribed and witnessed along with the declaration maxle thereunder: Provided that in case of electronic submission of mentnrandum of association, the stamp dity shall not be paid till the time the Provincial Governments devise and Implement appropriate measures for peyment and recovery of stamp duly through electronic. means in tertms of section 10 of the Electronic Transactions Ordinance, 2002 (LI cf 2002) (6) The registrar may require any person who makes a deetaracion under sub-section (1) of secsion 16 of the Act or is a promoter or direetor of the proposed company’ or is a witness to the signatures of the subscribers to the memorandum to furnish such information, clarification oz document as he may deem necessary to satisfy himself for purposes of sub-seotions (2) and (4) of section L6 of the Act 7. Articles of Assotiation, ~ (1) The articles of assoclation as per Table A, C. D, E or F of First Schedule to the Aet may he adopted by the company ws may be applicable to the kind of the company. The subscribers of the company may adopt the articles of association as above and notify the same to the registrar concemned as per Annexure-1V: Provided that in the situation mentioned heveinabove, filing the articies nf association sepurately shall not be required. (2) In case the relevant ‘Table as provided in the Fist Schedule to the Act is not adopted, the Compeny shill file the articles of association duly signed by eneh subsoviber, Where the subscriber is a body corporalg, the articles of association shall bs sizmed by & natural person culy authorized in this behsl by a resolution of the board of directors of the body corporat, (3) Whete subscriber is w foreign national residing outside Pakistan, his signatures and address on the articles and proof of identity shall be identicsl with the details appearing in is passport, 8 Appointment af First Directors and Chief Executive Officer. - (1) The subscribers 4o the memorandum shall determine the umber of directors and the names of the first directors in ‘terms of provisions of section 157 of the Act (2) The subscriber to the memorandum shall also determine the name of the fiest chief executive officer in terins of pravisions of section 186-0f the Act. (3) The mumber of divectors as determined by the subseribers and particulars of first directors and particulars of first chief executive officer shall be stated in the application incorporation of company as per Annexure-LV, 9% Other information to be provided (L) A. subscriber, in case of a Pakistani ntiondl, shall also specify his national identity card number und in the case of foreign national, his passport umber. (2)__ In ease of a person viher than a ndtural person, the wildness uf its registered office or prineipal offiee shall be mentioned and the authorizad representative signing the documents shall also add his particulars us ststed inthis regulation. __[0. _ Witness in case of physical submission of a document (1) In euse of electronic. submission of documents for ineorporation of a company witness is not requiees in tems of Section 3 of Electronic Transactions Ordinance, 20U2. (2) In case of physical submission of documents for incorporation of « sompany, 1 shall be witnessed by a Pakistani National having valid CNICS Ree tere __ Provided thet where a document is required to be attested by a notary public er an oath commissioner or class | magistrate, the same shall be witnessed in secordance with the relevant law. LL, _ Examination of documents by the registrars The registrar shell examine the documents subrnited for registration of a company and where he is satisfied that the same are complete in all respects and all the requirements of the Act and regulations made thereunder relating ‘o incorporation of the eompany huve been complied vith, he shall register the memorandum and other decuments delivered to him, If registration of the memorandum is refused, an appea! can be made to the Commission within thirty duys of the order of refusal. 12, Tesuance of Certificate of Incorporation.- (I) On registration of memorandum of ascoctation of a company, the registrar shall issue « certifiate of incorporation, undee his signatures ‘ov authenticated by his official seal, as per Annexure VI, which shall be conelusive evidence that the requirements of the Act as to regisiralivn have been comuplied with and thet the company is duly incorporated under the Act. (2)'The certificate of incorporation may be issued electronivally-or in physical form, 13, Additional requirements for a single member company. () A person desirous of forming a single member company shall comply with all the requirements for incorporation of a ‘company as pee regulation 5 of these Regulations, (2) The subseriber to the memorandum shall cotuply with the requirements of the Single Member Companies Rules, 2003. 14, Additional requirements for an association not for prafit.- The subscribers to the memorandum of an association not for profit shall abtain license as per Associations not for Profit (Licensing and Corporute Governance) Revulations, 2017, before filing applicution in terms of Fegulation 5 of these Regulations. 15, Additional requirements for foreign subscribers.- In case the subscriber is a forsign company, the profile of the company, detail of its directors, the charter, stalute or memorandum and articles of the foreign company, and dacuments of the authorized person duly notarized in the country af origin shall be filed, 16 Filing of Certificate for receipt of share money. (1) The company shall fite a certificate by & practicing chartered aecountaat or & cast and management accountant verifying receipt of the money from the subscribers within forty five days fromm the date of incorporation of the company a8 per Annexure VIL (2) In ease the suid certificate isn't filed within the preseribed time period, the shares shall be deemed to be cancelled and the name of the subscriber shall be removed from the register by the reistar (3) ‘The ropistraz shall give directions 10 the company to cither add another sharcholder ‘with evidence af payment of share money or direct the company to change its constitution: Provided that before giving any such direction, an opportunity of being heard will be granted by the registrar to the company. (4) ‘The company swill be required ta comply with the directions within the peeseribed ime, failing which apprapciate action under the Act would be initiated by the registrar ageinst the ‘company. | ANNEXUREA COMPANIES (INCORPORATION) REGULATIONS [See Regulation 3) APPLICATION FOR RESERVATION OF NAME (To be completed! by applicant ir Black letsers,) 1, Fee Payment Details 1,1 Challan No [ = 1.2 Challan Amount (Rs) 2. Propnsethree options forname —[ Option T seservation ‘Option 2 | Opticn 3 (Please ener the name wishaus Kind af company eg. (PH) Dballed, Limited etc). (Maxirmura 70 afuarasters) / 3, Kind of peoposed company @ | Private Limited Company | Public Limited Company @_ | Associetton Not for-profit under section 42 of the Companies Act, 2017 fe | Other (Please specify 7 7 | 4. Meaning / Significance of proposed name felationship with such company or entity along with documentary evidence | §, Lfany company o: entity exists with identical of similar name, please mention your 8 6 Declaration 7. Name of Propased Subscribes/A uthorized Intermediary & Sigouures Registration No of Authorized % intermediary, where applicable 1 do Hereby solemnly and sincerely declare thet the information provided in the form is true and correct ‘and nothing is concealed and that the proposed name, if reserved, shall be used only for the purpose of segistration of company 10. N.LC No. of proposed subscriber | (Passport No. in case of foreign national) Day IE. Date Enclosures: LU 1. Original copy of paid bank challen evidencing payment of fee 2. Copy of NOC’peemissianslenter of intent of competent authority (ifapplicabkey 3. Any other document deemed necessary Securities and Exchange Commission of Pakistan Company Registration Office Applicant Address AVAILABILITY OF NAME. Dear Sir ‘Miadam, This is with veference te your usune reservation request dated REFUSAL OF NAME Dear Si facia, 1. This is with reference to your name reservation request dated an the above subject. 2. We fopret to inform you that the proposed name is not available for registraliun due wo the below mentioned reasons)testrictions imposed under section 10 of the Companies Act, 2017 and these Reguletions: - 3. However, you may wish to adept some other suitable name of your preference or file an appeal with the Commission, if desired. Registrar ot COMPANIES (INCORPORATION) REGULATIONS [See Regulation 5] APPLICATION FOR COMPANY INCORPORATION PART-1 (To be completedt by she applican in black lesters) LL Name of the Company 12 Pee Payment Details 1.2.1 1.2.2 Challan Amount (Rs) Section ~ A - Company information Ql Correspondence Address Challan No PARTI City | District Provinee [_ “Telephone Number Mobile Number 22 Registered office Address, ifany City —__] District Province Telephone Nunber Mobile Number [ Section - B= Capital Structure 22 Authotisod Capital 23 Paid Up Capital ClassiKind Websitetitany) [ Femail Address Face Value Se ‘Nucnber of shares oral Amount 12 Section - C— Special business information (Applicable in case of Banking Company, Non-anking Finance Company, Insurance company, Mocraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards*) 24 Nature of business in case of specialized business tequiring licence / permission / val (please specify’ and also attach { approval of the relevant authority) *(Addalttionat documents will be required By the registrar) Section = D-= Company subs Fopased direetors and chief executive officer 2.5 State Number of direstors fined by subseribers: [Please note that ax per law a company must heave minimum direccor as follows: [ [Ra of propased directors ‘Single Member Company a P imited Company iB | Public Limited Compas [93 Name | Father? ] CNICGR | Natlonall’ | Occupation | Resldentla | Deageation No of | Signatares Husband | Passport Se | ‘adress shares Name Suiscetber? | subserihed CHO) Pease ee specify | subscriber) 2.6 Details of Nomince (only in case of single member company) Name of Nominee ENIC of Nominee Declaration under section 16 3.1 Declarant Name 3.2 Declarant Profession / Authorized Intermediary: Designation (Plea check [1 a person named in the articles as Director of the proposed company 2a velevant box) ineerely declare thats 3.3. Declaration (aaa solemnly and) 44) Thave been authorized as declarant by the subsectbers; b) all the requirements of the Companies Act, 2017, and the regulutions made there under in respect of matters precedent {o the registration of the said Company and incidental thereto have boen complica with c) [make this solemn deejaration conscientiously believing the same to be true, [iv is further declared thar as agreed by the promoters, the | regulations contained in the relevant table of the First Schedule to the Companies Act shall be the regulations of the praposed 34 Declarant Signature | 3.5. Registration No of auth intermediary, where applicable | 3.6 Date (zeal l Enelasures: Before submitting jour application please eheck that all required documents are attached! and the sane are complete in all resets (i) Original eupy of paid bank challan evidencing payment of fee (ii) Memerandum of Assoeiation (iii) Anisles of Associution Copies of CNICINICOP of the subscribers\Copy’ of Passport in case of Corvizner Copy of CNIC of Nominee oniy in case of single member company Copies of CNIC of witness in ease of physical tiling NOCiLetier of Intent’ License (if ny) ofthe relevant regulatory authority in cuse of specialized business ‘Authority letter for filing of documents for the proposed company’ om behalf of the subscribers Witness w above signatures: (For he dlacursents submitted ie plystcal form) [Signatures Name (in Block Lett as ae Usual residential addres. 14 ANNEXURE-V (ON STAMP PAPER OF REQUISITE VALUE) LETTER OF AUTHORITY We, the undersigned subscribers to the Memorandum and Article of Association of proposed eststeicecccneessetneasenniedy do hereby authorize one of subscriber / direstar of the propesed Company: or -scoonc® @ rogistored intermediary whose specimen signature is appended herein below to file the documents for incorporation of the proposed company and to correct or amend the Memorandum and Article of Associstion and other documents and te collect cerificale uf incorporation of the company from Company Registration Offiee Name and signature of subscriber ‘Name ond signature of subseri ‘Name and signature signature of \ ee ys Name and signature of subseriner-3 4s Sece SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN COMPANY REGISTRATION OFFICE, [Linder sestion 16 of dhe Companies Act, 2017 (XIX of 2017)] Corporate Universa| [deatificatinn No, ##INC_NUM## | hereby: certir that #MCOMPNY NAMES {5 this day incosporated under the ‘Companies Ac:, 2017 QSIX of 2017) and that the company is ##CMPNY TYPERY. Given et #4LOCATION(# this HEDA YH day of # MONTH, Two Thousand and ARYEAR#S, REGISTRAR, Signature 16 Am COMPANIES (INCORPORATION) REGULATIONS [See Regulation 16] REPORTING OF RECEIPT OF SUBSCRIPTION MONEY ARTI fPlease complete in typescript ar in batd block capitals j 1.1 CUIN (incorporation Number) | ] 12 Name of the Company [enn 1.3 Fee Payment Details 13.1 Challan No | 132) Challan Amount PAR’ 2.1 Total emountseecivable against subscription (Rs) i: 2.2 Total emount received against subseription (Rs) ad mm yy 23 Date of receipt | C LI . | PART-II 3.1 Signature 3.2. Name of Authorizes! Officer! Authorized Intermediary 3.3 Registration Number of Authorized Intermediary, where applicable Ba ae pat ee Fnelosure: 1. Osighral copy of psid bank ehallan evidencing payment of foe 2. Certificate of receipt of subscription money ‘COMPANIES (INCORPORATION) REGULATIONS [See Regulation 16] CERTIFICATE. OF RECEIPT OF SUBSCRIPTION MONEY 1) We* have examined the bank deposit slipts) fv > issued by dated

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