Part 1 Preliminary

in sub-section (3) may, for the purposes of a proceeding or enquiry, require anyone
(a) to produce before, and to allow to be examined and kept by, an officer of the
Commission specified in this behalf, any books, accounts or other documents in
the custody or under the control of the persons so required, being documents
relating to any matter the examination of which may be considered necessary by
the Commission or such member or officer; and
(b) to furnish to an officer of the Commission specified in this behalf such
information and documents in his possession relating to any matter as may be
necessary for the purposes of the proceeding or enquiry.
(5) The procedure of the Commission shall be such as may be prescribed.
(6) The Federal Govt. may appoint such officers as it thinks necessary to assist the
Commission in the performance of its duties and functions under this Ordinance
and may make regulations with respect to their duties.
(7) All officers and persons employed in the execution of this Ordinance shall observe
and fallow the orders, instructions and directions of the Commission.
Note: Sub-Section 3 to 7 are repealed by the

Securities and Exchange Commission of Pakistan Act, 1997, which is reproduced as under:
(a) section 11 and sub-section (3) to (7) (inclusive) of section 12 of the Ordinance shall stand
repealed and except as hereinafter provided, all references to the Authority
appearing in the Ordinance and any other law for the time being in force shall be
deemed to mean and refer to the Commission;

Part 4 -Incorporation of Companies and Matters

Incidental Thereto
Memorandum of Association
15. Mode of forming a company
(1) Any 3 or more persons associated for any lawful purpose may, by subscribing their
names to a memorandum of association and complying with the requirements of
this Ordinance in respect of registration, form a public company and anyone or
more persons so associated may, in like manner, form a private company.
(2) a company formed under sub-section (1) may be a company with or without limited
liability, that is to say, (a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.

16. Memorandum of company limited by shares

In the case of a company limited by shares,(a) the memorandum shall state
(i) the name of the company with the word limited as the last word of the name in
the case of a public limited company, and the parenthesis and words (Private)
Limited as the last words of the name in the case of a private limited company;
(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate ;
(iii) the objects of the company, and, except in the case of a trading corporation, the
territories to which they extend;
(iv) that the liability of the members is limited; and
(v) the amount of share capital with which the company proposes to be registered,
and the division thereof into shares of a fixed amount;
(b) no subscriber of the memorandum shall take less than one share; and
(c) each subscriber of the memorandum shall write opposite to his name the number
of shares he takes.

17. Memorandum of company limited by guarantee

In the case of a company limited by guarantee
(a)

whether or not the company has a share capital, the memorandum shall state:

(i) the name of the company with the parenthesis and words (Guarantee)
Limited as the last words of its name;
(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate;
(iii)
the objects of the company, and, except in the case of a trading
corporation, the territories to which they extend;
(iv)
that the liability of the members is limited; and
(v) that each member undertakes to contribute to the assets of the company in
the event of its being wound up while he is a member, or within 1year

afterwards, for payment of the debts and liabilities of the company contracted
before he ceases to be a member, and of the costs, charges and expenses of
winding up, and for adjustment of the rights of the contributories among
themselves, such amount as may be required, not exceeding a specified
amount; and
(b)

if the company has a share capital,

(i) the memorandum shall also state the amount of share capital with which the
company proposes to be registered and the division thereof into shares of a
fixed amount;
(ii) no subscriber of the memorandum shall take less than one share; and
(iii)
each subscriber shall write opposite to his name the number of shares
he takes

18. Memorandum of unlimited company

In the case of an unlimited company, (a)

whether or not the company has a share capital, the memorandum shall state -

(i) the name of the company;

(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate; and
(iii)
the objects of the company, and, except in the case of a trading
corporation the territories to which they extend; and
(b)

if the company has a share capital, -

(i) no subscriber of the memorandum shall take less than one share; and
(ii) each subscriber shall write opposite to his name the number of shares he
takes.

19. Printing, signature, etc. of memorandum:

(1)
(a)
(b)

The memorandum shall be printed;

divided into paragraphs numbered consecutively;

(c)

signed by each subscriber, who shall add his present

name in full,
his occupation and
fathers name or, in the case of a married woman or widow, her husbands or
deceased husbands name in full,
his nationality and
his usual residential address and
such other particulars as may be prescribed,
in the presence of a witness who shall attest the signature and shall likewise add
his particulars; and

(d)

dated

(2)
Notwithstanding anything contained in this Ordinance or in any other law for the time
being in force or the memorandum and articles, the memorandum and articles of a
company shall be deemed to include, and always to have included, the power to
enter into any arrangement for obtaining loans, advances or credit, as defined in
the Banking Companies Ordinance, 1962, and to issue other securities not based on
interest for raising resources from a scheduled bank or a financial institution.

20. Restriction on alteration of memorandum:

Company shall not alter the condition contained in its memorandum except in the cases

and in the mode and to the extent specified in this Ordinance.

21. Alteration of memorandum:

(1) Subject to the provisions of this Ordinance,
a company may, by special resolution,
alter the provisions of its memorandum so as to change

the place of its registered office from

one Province to another, or
from one city or town in a Province to another, or
from a part of Pakistan not forming part of a Province to a Province or from a
Province
to a part of Pakistan not forming part of a Province, or
with respect to the objects of the company, so far as may be required to enable it (a) to carry on its business more economically or more efficiently; or
(b) to attain its main purpose by new or improved means; or
(c) to enlarge or change the local area of its operations; or
(d) to carry on some business, not being a business specified in its memorandum,
that may conveniently or advantageously be combined with the business of the
company
(e) to restrict or abandon any of the objects specified in the memorandum; or
(f) to sell or dispose of the whole or any part of the undertaking of the company; or
(g) to amalgamate with any other company or body of persons.

(2) The alteration shall not take effect until and except in so far as it is confirmed by the
Commission on petition;
Provided that an alteration so as to change the place of registered office of a
company from a place in the Province of the Punjab to the Islamabad Capital
Territory or from the latter to a place in the Province of the Punjab, or from one
city in a Province to another, shall not require confirmation by the Commission.
(3) Before confirming the alteration, the Commission must be satisfied(a) that sufficient notice has been given to
every holder of debentures of the company, and
to any person or class of persons
whose interest will, in the opinion of the Commission, be affected by the alteration ;
and
(b) that, with respect to every creditor who in the opinion of the Commission is
entitled to object,
and who signifies his objection in manner directed by the Commission,
either his consent to the alteration has been obtained or
his debt or claim has been discharged or determined,
or has been secured to the satisfaction of the Commission;
Provided that the Commission may, in the case of any person or class of persons, for
special reasons, dispense with the notice required by clause (a).

22. Power of Commission when confirming alteration

The Commission may make an order confirming the alteration either wholly or in part,
and on such terms and conditions as it thinks fit, and may make such order as to
costs as it thinks proper.

23. Exercise of discretion by Commission

The Commission shall in exercising its discretion under sections 21 and 22 have regard to
the rights and interest of the members of the company or any class of them, as
well as to the right and interests of the creditors, and may, if it thinks fit, adjourn
the proceedings in order that an arrangement may be made to the satisfaction of
the Commission for the purchase of the interests of dissident members; and may
give such directions and make such orders as it may think expedient for facilitating
or carrying into effect any such arrangement:
Provided that no part of the capital of the company may be expended in any such
purchase.

24. Procedure on confirmation of the alteration

(1)

A certified copy of order confirming the alteration,

together with a printed copy of the memorandum as altered ,

shall, within 90days

from the date of the order, filed by the company with the
registrar,
and he shall register the same, and shall certify the registration under his hand,
and the certificate shall be conclusive evidence that all the requirements of this
Ordinance with respect to the alteration and the confirmation thereof have been
complied with,
and thenceforth memorandum so altered shall be the memorandum of the
company.
(2)
Where the alteration involves a transfer of the registered office from one
Province to another, or from the Islamabad Capital Territory to a Province or from a
Province to Islamabad Capital Territory, a certified copy of the order confirming
such alteration shall be filed by the company with the registrar in each of such
provinces or the Islamabad Capital Territory, as the case may be, and each such
registrar shall register the same, and shall certify under his hand the registration
thereof, and the registrar for the Province or the Territory from which such office is
transferred shall send to the registrar for the other Province or Territory all
documents relating to the company registered or filed in his office.
(3)
The Commission may by order at any time extend the time for the filing of
documents with the registrar under this section for such period as it thinks proper.

25. Effect of failure to register within 90 days

No such alteration shall have any operation until registration thereof has been duly
effected in accordance with the provisions of section 24, and if such registration is
not effected within 90days

next after the date of the order of the Commission

confirming the alteration, or within such further time, as may be allowed by the
Commission, in accordance with the provisions of section 24, such alteration and
order, if any, and all proceedings connected therewith shall, at the expiration of
such period of 90days

or such further time, as the case may be, become null and
void
Provided that the Commission may, on sufficient cause shown, revive the order or
alteration, as the case may be, on application made within a further period of 90
days.

Articles of Association
26. Registration of articles
(1)

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 registered with the memorandum, articles of association
signed by the subscribers to the memorandum and
setting out regulations for the company.
(2)

Articles of association may adopt all or any of the regulations contained in

Table A in the First Schedule.

(3)

In the case of an unlimited company or a company limited by guarantee,

the articles, if the company has a share capital,

shall state the amount of share capital with which the company proposes to be
registered.
(4)

In the case of an unlimited company or a company limited by guarantee,

if the company has not a share capital,

the articles shall state the number of members with which the company proposes
to be registered.
In the case of a company limited by sharescompany limited by guarantee means a
company having the liability of its members limited by the memorandum to such
amount as the members may respectively thereby undertake to contribute to the
assets of the company in the event of its winding up;
(10) Omitted by Banking & Financial Services (Amendment of Laws) Ordinance, 1984
(11) the Court means the Court having jurisdiction under this Ordinance;
(12) debenture includes debenture stock, bonds, term finance certificates and any
other securities, other than a share, of a company, whether constituting a charge
on the assets of the company or not;
(13) director includes any person occupying the position of a director, by whatever
name called;
(14) document includes summons, notice, requisition, order, other legal process,
voucher and register;
(15) existing company means a company formed and registered under the previous
Companies Act;

(15A) financial institution includes,

(a) a company or an institution whether established under any special enactment
and operating within or outside Pakistan which transacts the business of banking
or any associated or ancillary business through its branches;
(b) a modaraba, leasing company, investment bank, venture capital company,
financing company, housing finance company, a non-banking finance company;
and
(c) such other institution or companies authorised by law to undertake any similar
business, as the Federal Govt. may, by notification in the official Gazette, specify
for the purpose;
(16) financial year in relation to anybody corporate, means the period in respect of
which any profit and loss account or the income and expenditure account, as the
case may be, of the body corporate, laid before it in general meeting, is made up,
whether that period is a year or not;
(17) form means a form set out in any of the schedules or prescribed;
(18) holding company means a holding company as defined in section 3;
(19) listed, in relation to securities, means securities which have been allowed to be
traded on a stock exchange;
(20) listed company means a company or a body corporate or other body whose
securities are listed;
(21) member means,
in relation to a company having share capital,
a subscriber to the memorandum of the company and every person to whom is
allotted, or who becomes the holder of any share, scrip or other security which
gives him a voting right in the company and
whose name is entered in the register of members, and,
in relation to a company not having a share capital,
any person who has agreed to become a member of the company and
whose name is so entered;
(22) memorandum means the memorandum of association of a company as
originally framed or as altered from time to time in pursuance of the provisions of
any previous Companies Act or of this Ordinance;
(23) modaraba and modaraba company have the same meaning as in the
Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980;
(24) officer includes any director, chief executive, managing agent, secretary or other
executive of the company, howsoever designated, but, save in
sections 205, 220 to 224, 260, 261, 268, 351, 352, 412, 417, 418, 474 and 482, does not include
an auditor;
(25) participatory redeemable capital means such redeemable capital as is entitled to
participate in the profit and loss of a company;
8

(26) prescribed means, (a) as respects the provisions of this Ordinance relating to the winding up of
companies and other matters requiring to be determined or decided by the
Court, prescribed by rules made by the Supreme Court in consultation with the
High Court or, where the Supreme Court advises the Federal Govt. to do so, by
the Federal Govt. in consultation with the High Court; and
(b) as respects the other provisions of this Ordinance, prescribed by rules or
regulations made by the Federal Govt. after previous publication in the official
Gazette;
(27) Previous Companies Act includes any Act or Acts relating to companies in force
before the Indian Companies Act, 1866, or the Acts repealed thereby, the
Indian Companies Act, 1866, the Indian Companies Act, 1882, the Indian Companies Act, 1913,
or any law corresponding to any of those Acts and in force in any of the territories
now constituting Pakistan before the extension of the Companies Act, 1913, to such
territories;
(28) private company means a company which, by its articles,(i) restricts the right to transfer its shares, if any;
(ii) limits the number of its members to 50 not including persons who are in the
employment of the company; and
(iii) prohibits any invitation to the public to subscribe for the shares , if any or
debentures of the company;
Provided that, where two or more persons hold one or more shares in a company
jointly, they shall, for the purposes of this definition, be treated as a single
member;
(29) prospectus means any document described or issued as prospectus, and
includes any notice, circular, advertisement, or other communication, inviting
offers from the public for the subscription or purchase of any shares in, or
debentures of a body corporate, or inviting deposits from the public, other than
deposits invited by a banking company or a financial institution approved by the
Federal Govt., whether described as prospectus or otherwise;
(30) public company means a company which is not a private company;
(30-A) redeemable capital includes finance obtained on the basis of Participation
Term Certificate (PTC), Musharika Certificate, Term Finance Certificate (TFC), or any
other security or obligation not based on interest, other than an ordinary share of a
company, representing an instrument or a certificate of specified denomination,
called the face value or nominal value, evidencing investment of the holder in the
capital of the company on terms and conditions of the agreement for the issue of
such instrument or certificate or such other certificate or instrument as the Federal
Govt. may, by notification in the official Gazette, specify for the purpose;
(31) registrar means a registrar, an additional registrar, a joint registrar, a deputy
registrar or an assistant registrar, performing under this Ordinance the duty of
registration of companies;
9

(32) scheduled bank has the same meaning as in the State Bank of Pakistan Act, 1956;
(33) secretary means any individual appointed to perform the secretarial,
administrative or other duties ordinarily performed by the secretary of a company;
(34) security means any share, scrip, debenture, participation term certificate,
modaraba certificate, musharika certificate, term finance certificate, bond, preorganization certificate or such other instrument as the Federal Govt. may, by
notification in the official Gazette, specify for the purpose;
(35) share means share in the share capital of a company;
(36) special resolution means a resolution which has been passed by a majority of
not less than three-fourths of such members entitled to vote as are present in
person or by proxy at a general meeting of which not less than 21days

notice
specifying the intention to propose the resolution as a special resolution has been
duly given;
Provided that, if all the members entitled to attend and vote at any such meeting so
agree, a resolution may be proposed and passed as a special resolution at a
meeting of which less than 21days

notice has been given;

(37) stock exchange means a stock exchange registered under the

Securities and Exchange Ordinance, 1969

(38) subsidiary company or subsidiary means a subsidiary company as defined in
section 3;
(39) Table A means Table A in the First Schedule.
(2) the expression commencement of this Ordinance in any provision of this
Ordinance means the coming into force of that provision by virtue of a
notification under sub-section (3) of Section 1.
(40) Omitted by the Banking & Financial Services (Amendment of Laws) Ordinance, (1984).

3. Meaning of subsidiary and holding company:

(1) For purposes of this Ordinance, a company or body corporate
shall be deemed to be a subsidiary of another if:
(a) that other company or body corporate,
directly, or indirectly
controls, beneficially owns or holds more than 50% of its voting securities or
otherwise has power to elect and appoint more than 50% of its directors ; or
(b) the first mentioned company or body corporate is a subsidiary of any company
or body corporate which is that other's subsidiary [grand-child].
(2) For the purpose of this Ordinance, a company shall be deemed to be another's
holdingcompany if, but only if, that other is its subsidiary:
Provided that, where a central depository holds more than 50% of the voting securities
of a company, such company shall not be deemed to be a subsidiary of the central
depository
10

save where such voting securities are held beneficially

by the central depository

in its own behalf.

11

Part 3 -Securities and Exchange Commission of

Pakistan
12. Powers and functions of the Commission
(1) The Commission shall exercise and perform
such powers and functions as are
conferred on it by or under this Ordinance or any other law.
(2) Notwithstanding anything contained in any other law, and without prejudice to the
generality of the foregoing provisions, the Federal Govt. may, by notification in the
official Gazette, direct that all or any of the powers and functions conferred on the
Federal Govt. or any officer of the Federal Govt. under any law shall, subject to
such limitations, restrictions or conditions, if any, as it may from time to time
impose, be exercised or performed by the Commission.
(3) The Commission may, by order in writing, direct that any power or function of the
Commission referred to in sub-section (1) or sub-section (2) shall, subject to such
conditions and limitations, if any, as may be specified in the order, be exercised or
performed by the Chairman of the Commission or by such other member or officer
of the Commission as may be so specified.
(4) The Commission, and the member or officer referred in sub-section (3) may, for the
purposes of a proceeding or enquiry, require anyone
(a) to produce before, and to allow to be examined and kept by, an officer of the
Commission specified in this behalf, any books, accounts or other documents in
the custody or under the control of the persons so required, being documents
relating to any matter the examination of which may be considered necessary by
the Commission or such member or officer; and
(b) to furnish to an officer of the Commission specified in this behalf such
information and documents in his possession relating to any matter as may be
necessary for the purposes of the proceeding or enquiry.
(5) The procedure of the Commission shall be such as may be prescribed.
(6) The Federal Govt. may appoint such officers as it thinks necessary to assist the
Commission in the performance of its duties and functions under this Ordinance
and may make regulations with respect to their duties.
(7) All officers and persons employed in the execution of this Ordinance shall observe
and fallow the orders, instructions and directions of the Commission.
Note: Sub-Section 3 to 7 are repealed by the

Securities and Exchange Commission of Pakistan Act, 1997, which is reproduced as under:
(a) section 11 and sub-section (3) to (7) (inclusive) of section 12 of the Ordinance shall stand
repealed and except as hereinafter provided, all references to the Authority
appearing in the Ordinance and any other law for the time being in force shall be
deemed to mean and refer to the Commission;
12

Part 4 -Incorporation of Companies and Matters

Incidental Thereto
Memorandum of Association
15. Mode of forming a company
(1) Any 3 or more persons associated for any lawful purpose may, by subscribing their
names to a memorandum of association and complying with the requirements of
this Ordinance in respect of registration, form a public company and anyone or
more persons so associated may, in like manner, form a private company.
(2) a company formed under sub-section (1) may be a company with or without limited
liability, that is to say, (a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.

16. Memorandum of company limited by shares

In the case of a company limited by shares,(a) the memorandum shall state
(i) the name of the company with the word limited as the last word of the name in
the case of a public limited company, and the parenthesis and words (Private)
Limited as the last words of the name in the case of a private limited company;
(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate ;
(iii) the objects of the company, and, except in the case of a trading corporation, the
territories to which they extend;
(iv) that the liability of the members is limited; and
(v) the amount of share capital with which the company proposes to be registered,
and the division thereof into shares of a fixed amount;
(b) no subscriber of the memorandum shall take less than one share; and
(c) each subscriber of the memorandum shall write opposite to his name the number
of shares he takes.

17. Memorandum of company limited by guarantee

In the case of a company limited by guarantee
(c)

whether or not the company has a share capital, the memorandum shall state:

(i) the name of the company with the parenthesis and words (Guarantee)
Limited as the last words of its name;
(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate;
(iii)
the objects of the company, and, except in the case of a trading
corporation, the territories to which they extend;
(iv)
that the liability of the members is limited; and
(v) that
13

 each member undertakes to contribute to the assets of the company in the

event of its being wound up while he is a member, or within 1year

afterwards, for payment of the

debts and liabilities of the company contracted before he ceases to be a
member, and of the
costs, charges and expenses of winding up, and
for adjustment of the rights of the contributories among themselves , such
amount as may be required,
not exceeding a specified amount; and
(d)

if the company has a share capital,

(i) the memorandum shall also state the amount of share capital with which the
company proposes to be registered and the division thereof into shares of a fixed
amount;
(ii) no subscriber of the memorandum shall take less than one share; and
(iii)

each subscriber shall write opposite to his name the number of shares

he takes

18. Memorandum of unlimited company:

In the case of an unlimited company:
(c)

whether or not the company has a share capital, the memorandum shall state:

(i) the name of the company;

(ii) the Province or the part of Pakistan not forming part of a Province, as the case
may be, in which the registered office of the company is to be situate; and
(iii)

the objects of the company, and, except in the case of a trading

corporation the territories to which they extend ; and

(d)

if the company has a share capital:

(i) no subscriber of the memorandum shall take less than one share; and
(ii) each subscriber shall write opposite to his name the number of shares he takes

19. Printing, signature, etc. of memorandum:

(3)

The memorandum shall be:

(a)
(b)

printed;
divided into paragraphs numbered consecutively;

(c)

signed by each subscriber, who shall add his present

name in full,
his occupation and
fathers name or, in the case of a married woman or widow, her husbands or
deceased husbands name in full,
his nationality and
his usual residential address and
such other particulars as may be prescribed,
in the presence of a witness who shall attest the signature and shall likewise add
his particulars; and

14

(d)

dated

(4)
Notwithstanding anything contained in this Ordinance or in any other law for the
time being in force or the memorandum and articles, the memorandum and articles of
a company shall be deemed to include, and always to have included, the power to enter
into any arrangement for obtaining loans, advances or credit , as defined in the Banking

Companies Ordinance, 1962 (LVII of 1962), and to issue other securities not based on
interest for raising resources from a scheduled bank or a financial institution.

20. Restriction on alteration of memorandum:

Company shall not alter the condition contained in its memorandum except in the cases

and in the mode and to the extent specified in this Ordinance.

21. Alteration of memorandum:

(1) Subject to the provisions of this Ordinance,
a company may, by special resolution,
alter the provisions of its memorandum so as to change

the place of its registered office from

one Province to another, or
from one city or town in a Province to another, or
from a part of Pakistan not forming part of a Province to a Province or from a
Province
to a part of Pakistan not forming part of a Province, or
with respect to the objects of the company, so far as may be required to enable it:
(a) to carry on its business more economically or more efficiently; or
(b) to attain its main purpose by new or improved means; or
(c) to enlarge or change the local area of its operations; or
(d) to carry on some business, not being a business specified in its memorandum,
that may conveniently or advantageously be combined with the business of the
company
(e) to restrict or abandon any of the objects specified in the memorandum; or
(f) to sell or dispose of the whole or any part of the undertaking of the company; or
(g) to amalgamate with any other company or body of persons.
(2) The alteration shall not take effect until and except in so far as it is confirmed by the
Commission on petition;
Provided that an alteration so as to change the place of registered office of a
company from a place in the Province of the Punjab to the Islamabad Capital
Territory or from the latter to a place in the Province of the Punjab, or from one
city in a Province to another, shall not require confirmation by the Commission.
(3) Before confirming the alteration, the Commission must be satisfied(a) that sufficient notice has been given to
every holder of debentures of the company, and
to any person or class of persons
whose interest will, in the opinion of the Commission, be affected by the alteration ;
and
15

(b) that, with respect to every creditor who in the opinion of the Commission is entitled
to object,
and who signifies his objection in manner directed by the Commission,
either his consent to the alteration has been obtained or
his debt or claim has been discharged or determined,
or has been secured to the satisfaction of the Commission;
Provided that the Commission may, in the case of any person or class of persons, for
special reasons, dispense with the notice required by clause (a).

22. Power of Commission when confirming alteration:

The Commission may make an order confirming the alteration either wholly or in part,
and on such terms and conditions as it thinks fit, and may make such order as to
costs as it thinks proper.

23. Exercise of discretion by Commission:

The Commission shall in exercising its discretion under sections 21 and 22 have regard to
the rights and interest of the members of the company or any class of them, as
well as to the right and interests of the creditors, and may, if it thinks fit, adjourn
the proceedings in order that an arrangement may be made to the satisfaction of
the Commission for the purchase of the interests of dissident members; and may give
such directions and make such orders as it may think expedient for facilitating or
carrying into effect any such arrangement:
Provided that no part of the capital of the company may be expended in any such
purchase.

24. Procedure on confirmation of the alteration:

(4)

A certified copy of order confirming the alteration,

together with a printed copy of the memorandum as altered ,

shall, within 90days

from the date of the order, filed by the company with the
registrar,
and he shall register the same, and shall certify the registration under his hand,
and the certificate shall be conclusive evidence that all the requirements of this
Ordinance with respect to the alteration and the confirmation thereof have been
complied with,
and thenceforth memorandum so altered shall be the memorandum of the
company.
(5)
Where the alteration involves a transfer of the registered office from one
Province to another, or from the Islamabad Capital Territory to a Province or from a
Province to Islamabad Capital Territory, a certified copy of the order confirming
such alteration shall be filed by the company with the registrar in each of such
provinces or the Islamabad Capital Territory, as the case may be, and each such
registrar shall register the same, and shall certify under his hand the registration
thereof, and the registrar for the Province or the Territory from which such office is
transferred shall send to the registrar for the other Province or Territory all
documents relating to the company registered or filed in his office.
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(6)
The Commission may by order at any time extend the time for the filing of
documents with the registrar under this section for such period as it thinks proper.

25. Effect of failure to register within 90 days:

No such alteration shall have any operation until registration thereof has been duly
effected in accordance with the provisions of section 24, and if such registration is
not effected within 90days

next after the date of the order of the Commission

confirming the alteration, or within such further time, as may be allowed by the
Commission, in accordance with the provisions of section 24, such alteration and
order, if any, and all proceedings connected therewith shall, at the expiration of
such period of 90days

or such further time, as the case may be, become null and
void
Provided that the Commission may, on sufficient cause shown, revive the order or
alteration, as the case may be, on application made within a further period of 90
days.

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Articles of Association
26. Registration of articles
(5)

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 registered with the memorandum, articles of association
signed by the subscribers to the memorandum and
setting out regulations for the company.
(6)

Articles of association may adopt all or any of the regulations contained in

Table A in the First Schedule.

(7)

In the case of an unlimited company or a company limited by guarantee,

the articles, if the company has a share capital,

shall state the amount of share capital with which the company proposes to be
registered.
In the case of an unlimited company or a company limited by guaranteecompany
limited by sharescompany limited by guarantee

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