Business law report

7/23/2019 Business law report

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Corporate Law

Assignment

Ahmed Faizan KashmiriStudent Id :14447

Presented to :Mr.Jawaid Akhtar

What are the rules regarding registration of foreign companies withreference to registration of documents, alteration accounts services

,delivery of documents ,Failure to comply with these provisions and feesfor registration of documents prospectus and procedure of winding up.



REIS!RA!I"# "F A F"REI# $"MPA#%

1.1 &ho needs to de'i(er the re)uisite do*uments+

Every foreign company which establishes a place of business in Pakistan hasto deliver the requisite documents to the registrar concerned within 30 daysof establishment of a place of business in Pakistan

1., &hat is a P'a*e o- usiness+

A place of business includes branch! management! share transfer orregistration "#ce! factory! mine or $%ed place of business but does not

include an agency &nless the agent e%ercises a general authority tonegotiate and conclude contract "r maintains stock of merchandise onbehalf of the company

'ollowing are the e%ceptions(

) Company shall not be deemed to have an established place of business inPakistan merely because it carries on business dealings in Pakistan *hrougha bona $de broker or general commission agent acting in the "rdinarycourse of his business

+ *he fact that a company has a subsidiary which is incorporated! resident!or carrying on business in Pakistan! shall not of itself constitute the place of business of that subsidiary an established place of business of the company

1./ &hat are the ste0s -or reistration o- a -orein *om0an2+

,egistration of a 'oreign Company comprises of following two steps(

) -eek Availability of Company .ame

+ /ocumentation

Ste0 1. Seek A(ai'a3i'it2 o- $om0an2 #ame:

*he $rst step in the process of registration of a 'oreign Company is to seekavailability of name of the proposed company from the registrar *he nameof the proposed company should not be(



1nappropriate

/eceptive

/esigned to e%ploit or o2end the religious susceptibilities of the people

1dentical or having close resemblance with already e%isting company

-uggesting connection with any overnment or its organi4ation or anyinternational organi4ation

'ees for seeking availability of company name through online processing is

,s +00 and for o5ine processing is ,s 600 'or detailed procedure forseeking availability of company name! please see the 7Company .ameAvailability uide8 available at the link!http(99wwwsecpgovpk9uide-eriesasp

Ste0 ,. o*umentation

After seeking company name availability! ne%t step is documentation Aforeign company is required to $le the following documents! under theprovisions of the "rdinance! within thirty days of establishing a place of business in Pakistan! to the registrar concerned(

Forms 5/64/8 as 0res*ri3ed under the Ru'es

9 Form /6:

Certi$ed copy of the charter! statute or :emorandum and Articles of thecompany

9 Form /:Address of registered o#ce or principal o#ce of the company

9 Form 4;:

Particulars of directors! Chief E%ecutive and -ecretary! if any! of thecompany



9 Form 41:

Particulars of principal o#cer of the company in Pakistan

9 Form 4,:

Particulars of person;s< resident in Pakistan authori4ed to accept service onbehalf of the foreign company along with the certi$ed copy of theappointment order! authority letter of board of directors8 resolution andconsent of the principle o#cer

9 Form 4/:

Address of principal place;s< of business in Pakistan of the foreign company

II. Authorit2 'etter

in the name of authori4ed representative of the foreign company

III. Fee $ha''an

1.4 &hat t20e o- *erti<*ation is re)uired -or the do*uments

*onstitutin or

e<nin the *onstitution o- a -orein *om0an2+

A copy of the charter! statute! memorandum and articles of association! orother instrument! constituting or de$ning the constitution of a foreigncompany is required to be duly certi$ed by(=

;a< *he public o#cer in the country where the company is incorporated inwhose custody the original is committed> or

;b< A notary public of the country where the company is incorporated> or

;c< An a#davit of a responsible o#cer of the company in the country wheretheCompany is incorporated



1n $rst two situations! at ;a< and ;b<! certi$cation is required to beauthenticatedby a Pakistan diplomatic consular or consulate o#cer! while in third situationat

;c< Above! a#davit shall be signed before a Pakistan diplomatic consular orConsulate o#cer ?,ule ++ of Companies ;eneral Provisions and 'orms<,ules!)@6B

1.= &hat are the re)uirements> i- *harter> statute>

memorandum and arti*'es

"- asso*iation> or other instrument> *onstitutin or de<nin

the *onstitution o-

A -orein *om0an2> is in 'anuae other than En'ish+

1f the document constituting or de$ning the constitution of a foreigncompany! charter! statute or memorandum and articles of association is notin English or &rdu! duly certi$ed translation in English or &rdu language isrequired to be provided *ranslation of document constituting charter inEnglish or &rdu is required to be certi$ed to be correct translation of theoriginal ?,ule +3 of Companies ;eneral Provisions and 'orms< ,ules! )@6Bhere translation is made outside Pakistan! it shall be authenticated by thesignature and seal of(

*he public o#cer in the country where the company is incorporated> or A notary public of the country where the company is incorporated-ignature and seal of the person so certifying shall be authenticated by aPakistan /iplomatic consular or consulate o#cer

here translation is made within Pakistan! it shall be authenticated by ana#davit of any person having in the opinion of the registrar! an adequateknowledge of the language of the original and of English or &rdu! as the casemay be

1.? &hat are the -ees -or reistration o- a -orein *om0an2+

Fees "@ine 5Rs.8 "n'ine 5Rs.8 Reistration o- a Forein

$om0an2

60!000 =+6!000Filing of each Statutory Return/



Form)!600 D00

'ees for online submission have been set lower as compared to manual

-ubmission! to encourage online services

1.7 Is a -orein *om0an2 re)uired to o3tain an2 other

0ermission -rom an2

other oranization -or o0enin and maintainin o- its 3ran*h

'iaison oB*e in

Pakistan+

A foreign company is required to obtain a permission letter from the oard of 1nvestment with a speci$c validity period for opening and maintaining of itsbranch9liaison o#ce in Pakistan Copy of such permission letter is required tobe furnished with the documents meant for registration,enewal9 e%tension of the permission to open9maintain a branch9liaison o#ceis also required to be obtained from the oard of 1nvestment on the e%piry of the validity period of the permission originally granted henever suchrenewal9e%tension is granted! a copy must be furnished to the registrarconcerned

FICI# "F RE!DR#S A$$"D#!S A# "!ER

REDIREME#!S "F A F"REI# $"MPA#%

,.1 &hi*h 0ro(isions o- the "rdinan*e are a00'i*a3'e reardin

the *hane o- name o- the -orein *om0an2+

*he provisions of -ection 3F to G) of the "rdinance relating to the name andany change in such name are also applicable to a foreign company A foreigncompany becomes subHect to the same restrictions on its name as applicable

to other companies which are incorporated in Pakistan



,., &hether a -orein *om0an2 is re)uired to <'e an2 statutor2

return or de'i(er an2 do*ument to the reistrar *on*erned on

*hane or a'teration therein+

Any change or alteration in particulars of the documents and returns $led atthe time of registration ;as speci$ed under section G6) and discussed at )3<is required to be noti$ed within 30 days of such change or alteration ;-ectionG6+<! in the following manner(

9 Form 44:

Any change or alteration in the :emorandum of Association! Charter and-tatute etc! previously $led on 'orm 3! is required to be $led on 'orm GGwithin 30 days of such change or alteration

9 Forms /> 4;> 41> 4, and 4/:

Any alteration in the information $led on any of these 'orms! is required to$le on the same 'orm

,./ Are there an2 statutor2 o3'iations -or the -orein

*om0anies under the $om0anies "rdinan*e> 164+

A foreign company is required to comply under -ection G6G of the "rdinancewith the following statutory obligations(=

*o maintain registers of Pakistani members and debenture=holders!directors and o#cers at its principal place of business and keeping it open toinspection *o state the country of origin in every prospectus inviting subscriptions forits shares or debentures in Pakistan

*o e%hibit the name of the company and the country of its incorporation onthe outside of every place of business in Pakistan! in letters easily legible inEnglish or &rdu characters and also if the place of business is beyond thelocal limits of the ordinary original civil Hurisdiction of a Iigh Court! in thecharacters of one of the vernacular language used in that place.



*o mention the companyJs name and country of incorporation in English or&rdu characters on all letter paper! bill heads! notices! advertisements!documents and other o#cial publications of the company

*o state the fact that the liability of the members of the company is limited

in legible English or &rdu characters in every prospectus inviting subscriptionfor its shares! all letter papers! bill heads! notices! advertisements! and othero#cial publications of the company

,.4 Is a -orein *om0an2 o3'ied to reister a mortae

*hare under the $om0anies "rdinan*e> 164+

&nder the -ection GD3 of the "rdinance! the provisions of -ection )+) to )3Das applicable to other companies! relating to the registration of mortgageand charges are also applicable to a foreign company A foreign company at

the time of creation of a mortgage or charge on their property in Pakistan! isrequired to $le particulars of the mortgage or charge! together with a copy of the instrument creating or evidencing thereof! with the concerned registrar *he documents must be $led within +) days after the creation of themortgage9charge! asrequired under -ection )+) of the "rdinance-ection )+) of the "rdinance enlists the mortgages and charges to beregistered 1f a foreign company has already created a charge on a propertyin Pakistan! otherwise registerable under the "rdinance! it is required to $lethe documents within thirty days of the establishment of a place of businessin Pakistan All details about registration of mortgage and charge are

available in the -ECP8s uide of KCompany :ortgages and Charges

,.= oes a -orein *om0an2 maintain 3ooks o- a**ounts+

*he provisions of -ection +30 of the "rdinance! relating to the maintenanceof books of account by companies! apply to the foreign companies to thee%tent of requiring them to keep at their principal place of business inPakistan the books of account with respect to money received and e%pended!

sales and purchases made! and assets and liabilities of its business inPakistan



,.? &hi*h <nan*ia' statements are re)uired to 3e <'ed with the

Reistrar 32 a -orein *om0an2 reistered in Pakistan+

&nder the provisions of -ection G63 of the "rdinance! A foreign company isrequired to $le with the registrar concerned the following accounts9documents every year within G6 days of $ling of the accounts to the public

authority of the country of origin! or within si% months of the date up towhich the relevant accounts are made up! whichever is earlier(

;a< 'orm G6 = containing places of business of the company in Pakistan!along= with Annual audited accounts in respect of its operations withinPakistan

;b< lobal audited accounts

;c< List of Pakistani members and debenture holders

Note: All foreign companies must deliver accounts - there is no exception.The accounts for its operations in Pakistan ould !e prepared and audited "ust like a pu!lic company. lobal accounts are the accounts which a foreigncompany $les with the authorities in country of origin1f a foreign company is not required to $le the Accounts in country of origin!it shall prepare lobal Accounts and get the same audited for purpose of $ling of such accounts under the "rdinance like a public company

,.7 &hat are the *onse)uen*es o- -ai'ure to *om0'2 with the

re)uirementso- reistration or re0ortin an2 *hane

a'teration in an2 return do*ument+

According to the provision of -ection G6D of the "rdinance! failure by aforeign company to comply with any of the requirements of registration orreporting any change9 alteration in returns9 documents shall not a2ect thevalidity of any contract! dealing or transaction entered into by the companyor the company8s liability to be sued in respect thereof> but the companyshall not be entitled to bring any suit! claim any set o2! make any counterclaim or institute any legal proceedings in respect of any such contract!dealing or transaction

$EASI# !" AGE PCA$E "F DSI#ESS I# PAKIS!A#

CIDIA!I"# "F A F"REI# $"MPA#%



/.1 ow does a -orein *om0an2 *ease its a*ti(ities in

Pakistan+

&nder the -ection G6 of the "rdinance! if a foreign company ceases to haveplace of business in Pakistan! it is required to give notice to the registrar

concerned at least 30 days before it intends to cease to have any place of business in Pakistan on prescribed 'orm GD and to publish a notice of suchintention at least in two daily newspapers circulating in the Province;s< inwhich such place;s< of business is situated

All obligations of the company to deliver documents to the registrarconcerned ceases from the date of such intention to cease to have any placeof business in Pakistan! e%cept that such foreign company does not have anyother place of business in Pakistan

/., &hat are the re)uirements i- a -orein *om0an2 oes into'i)uidation in the *ountr2 o- its in*or0oration+

1f a foreign company having an established place of business in Pakistangoes into liquidation in the country of its incorporation! it is required to(

a< ive notice to the registrar concerned within 30 days>

b< -imultaneously publish a notice at least in two daily newspaperscirculating in the Province or Provinces or the part of Pakistan not formingpart of a Province! as the case may be! in which its place or places of

business are situated

c< 'urnish to the registrar concerned all returns relating to the Liquidationand the liquidation account in respect of such portion of the company8sa2airs as relates to its business in Pakistan! within thirty days of theconclusion of the liquidation proceedings> and

d< Publish a statement on every invoice! order! letter paper! bill head! andnotice of other publications in Pakistan that the company is being wound upin the country of its incorporation

Documents

Business law report