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Single Member Company Rules 2003

Single Member Company Rules 2003

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Published by Syed Mujtaba Hassan
Corporate Law and Secretarial Practices Notes
Corporate Law and Secretarial Practices Notes

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Published by: Syed Mujtaba Hassan on May 13, 2012
Copyright:Attribution Non-commercial

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07/07/2012

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Single Member Company Rules 2003
Applicability of Rules 
 
A company incorporated as single member company; and
 
A private company limited by shares becoming a single member company after complying withthe requirements of these rules.
Restriction on Single Member Company 
Maximum
 
Single Member &
 
Single Director
Definitions 
Alternate Nominee Director u/s. 2(a)
 
Nominated by single Member
 
Incase of non-availability of nominee directorNominee Director u/s. 2(c)
 
Nominated by single Member
 
To act as director in case of death of single memberSole Director u/s. 2(h)The director of a single member company who is for the time being the only director
Formation of a Single Member Company (SMC) 
 
A single person may form a single member company in accordance with the relevant provisionsof Companies Ordinance 1984 & Single Member Companies Rules 2003.
 
In application, for formation of a SMC, to registrar such person shall file all the necessarydocuments as are required for registration of a private Company. In addition, such person shallalso file;
o
 
A Nomination (in Form S1) of at least two individuals, in case of his death, to act as
 
Nominee Director
 
Alternate Nominee director
o
 
Company Secretary can not be nominee director
 
Transfer of Membership of SMC
o
 
Company shall file a nomination –Form S1
o
 
Within 15 days from such transfer
 
Originally incorporated SMC, or converted (before commencement of these rules)
o
 
File nomination –within two months of commencement of rules
Change of Status of a Single Member Company 
1.
 
In case of transfer of shares or further allotmenta.
 
Special Resolution for change of status
 
Within 30 daysb.
 
Alter its articlesc.
 
Appoint and elect additional directors within 15 days of passing of Special Resolutiond.
 
Notify appointment –Form 29 within 14 days2.
 
In case of death of Single Membera.
 
Be wound upb.
 
Converted into Private companyi.
 
Nominee director shall transfer shares to legal heirs –within 7 daysii.
 
Special Resolution for Change of Status to Private Company
 
iii.
 
Alter its articles –within 30 days of transfer of sharesiv.
 
Appoint and Elect additional Directors –within 14 days of Special Resolutionv.
 
Notify appointment –Form 29 within 14 days of appointmentc.
 
Operation of Lawi.
 
Transfer shares –within 7 days (order of Court or Authority)ii.
 
Special Resolution for change of statusiii.
 
Alter its articlesiv.
 
Appoint additional Director(s)v.
 
Notify appointment –Form 29Persons becoming members due to transfer, transmission or further allotment of shares shall
 
pass a special resolution to make alteration in articles
 
Appoint additional Director(s)Where a single member company converts into a private company it shall
 
File a Notice –form S2 with registrar
 
Within 60 days from date of passing of resolution
Meetings of Directors & Members 
Any provision of the Ordinance or articles of the company shall be deemed to be satisfied if 
 
the decision is taken by the single member or sole director; and
 
is drawn up in writing and recorded in the minute’s book.Which
 
requires any matter to be decided by directors or members
 
requires any matter to be decided by resolution
Company Secretary 
 
Appointment
o
 
Appointed within 15 days
 
of incorporation;
 
becoming a SMC; or
 
Office of company secretary falling vacant
o
 
Notify appointment within 14 days –Form 29
o
 
Sole director can not be a company secretary
 
Qualification: Person holding bachelor degree from HEC recognized University
 
Duties
o
 
Attend all proceedings of general Meetings & Meetings of director(s)
o
 
Cause accurate summary of the minutes along with name of those participating inminutes book 
o
 
Inform the registrar about the death of the single member
Transfer of Management to Nominee director 
The single Member shall nominate two individuals
 
One who shall become nominee director, in case of death of single member
 
Other shall become alternate nominee director to work as nominee director in case of non-availability of the nominee directors
Duties of Nominee director 
 
Manage affairs till the transfer of shares to legal heirs
 
Inform/Provide the registrar
o
 
death of single member
o
 
particulars of legal heirs

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