Significant Changes inthe

Companies Act,2017

Seminaron the CompaniesAct organizedby ICAP

Lahore – August 18, 2017

Securities and Exchange Commissionof Pakistan

1
Objective for Revision of the Companies 8/21/2017 2

Ordinance, 1984

1. Ease Of Doing Business For Corporate Sector

2. Better Corporate Governance And CSR

3. Introduction New Types OfCompanies
4. Strengthening Regulatory Framework

5. Others
Concept of GlobalRegister Of Beneficial Ownership

Regulation of Advances By Real EstateCompanies

 3
Ease Of DoingBusiness
8/21/2017

I. Incorporation madeeasier
II. Simplification in procedure of alteration of memorandum and
articles
III. Compliance requirements reduced
IV. Pledge registrable as charge and time to registerincreased
V. Appointment of Additional Director in mid-term
VI. Return for Change in Shareholding of membership of more than
25% during theyear
VII. Acceptance of documents after prescribed time
VIII. Introduction of concept of inactive company
IX. Maximum use of Technology

Continued……….
 8/21/2017 4

Ease Of Doing Business

X. Concept of intermediary introduced

XI. Concept of nominee for transfer of Shares

XII. Transfer of Shares – PrivateCompanies

XIII. Shares of Private Companies in Book-entry Form

XIV. Alternate Dispute Resolution

XV. Amalgamation of Companies

XVI. Facilitating Corporate Exits

 8/21/2017 5
Ease Of Doing Business
Incorporation made easier
Registration of companies by filing one form with model memorandum and
articles of association
The memorandum should state principle line of business and any change
subsequently to be notified within 30 days.
The company can engage in any lawful business as per section26
Directors and chief executive to be appointed at the time of incorporation
and no separate filing required subsequently
Registered address not required at the time of incorporation and application
can be filed only with correspondence address
Share money to be deposited within 30 days of incorporation ofcompany
Receipt of subscription money to be certified by a chartered accountant or a
cost and management accountant within 45 days of incorporation failing
which shares shall be deemed to be cancelled
Registered office to be intimated within 30 days of incorporation.

Continued……..
 8/21/2017 6

Commencement Of Business By A PublicCompany

Procedure simplified

No certificate to be issued – acceptance of documents by the

registrar shall be conclusive evidence for a company to start a
business
 8/21/2017 7

Simplification in procedure of alteration of

memorandum and articles

Alteration would take effect by special resolution

Change in principle line of business does not
required Commission‘s approval and only amended
memorandum to be filed within 30 days with the
Registrar
Change in the place of registered office and
adoption of any business activity which is subject to
license requires approval of the Commission

Continued………….
 8/21/2017 8

Compliance requirements reduced

Reduction in compliance requirement single member companies
◦ Single member companies have been exempted from the
requirements to:
Appoint company secretary;
Hold general and boardmeetings;
Notify election ofdirectors;
Conduct audit of its financial statements; and
Not required to lay audited financial statements in the AGMs.
◦ Unaudited financial statements to be filed with the
Commission
◦ Nominee information to be provided at the time of
incorporation.

Continued……….
Compliance requirements reduced 8/21/2017 9

Reduction in compliance requirements for private companies

◦ Private Companies having paid up capital of up to Rs.1 million

are not required to conduct audit of its financial statements.
Only required to file unaudited financialstatements
◦ Private companies with a paid up capital exceeding Rs.1
million but less than Rs.10 million have to conduct audit of
financial statements but are not required to file these with
the Commission.
◦ Private Companies having a paid up capital not more than Rs.3
million are not required to file annual return if there is no
change in the particulars from last year. Only this fact is to be
submitted to the Registrar.

Continued……….
 8/21/2017 10

Compliance requirementsreduced

◦ Private companies have been exempted to prepare

consolidated statements if neither the holding company nor
subsidiary have a paid up capital exceeding Rs.1 million.
◦ Directors report not mandatory for private companies not
being subsidiary of public company having paid up capital less
than Rs.3million.
◦ Financial statements to be filed by those private companies
whose paid up capital is more than ten million.

Continued……….
 8/21/2017 11

Ease of doing business

Reductionin compliancerequirementsfor other companies
◦ Cost audit not mandatory until required by business regulators.

Other changes for other companies

◦ Board empowered to call EOGM at any time. Requirement of seeking

approval from Registrar for holding EOGM by unlisted companies at a
shorter notice abolished

◦ Passing of members’ resolution through circulation in case of public

unlisted companies (having not more than 50 members) and private
companies. This cannot be done for approval of financial statements,
dividend declaration, electionof directorsand auditors remuneration.
 8/21/2017 12

Registration of charges

Time frame for registration of charge has been

increased from 21 to 30days

Pledge also registerable

The procedure for satisfaction of charge simplified. If

the mortgagee confirms repayment of loan and issues
NOC to that effect show cause would not be sent by
Registrar to mortgagee and satisfaction would be
recorded.
 8/21/2017 13

Appointment of Additional Director in mid-term

To protect strategic investorinterest:

Before first AGM – through general meeting

After the election – the person holding sufficient shares to get

him elected may require the fresh election.
 8/21/2017 14

Return for Change in Shareholding of membership of more

than 25% during the year

In order to facilitate the corporate sector any change

of more than 25% in shareholding or membership or
voting rights of a company shall be notified to the
Commission. Instead of waiting closure of the year and
filing with annual return.
 8/21/2017 15

Acceptance of documents after prescribed time

A company other than public interest company can

file its returns within a period of two years from due
date with additional fee as per section 468 and no
proceedings shall be initiated against the company for
such delay.
 8/21/2017 16

Introduction of concept of Inactive Companies

A company, other than a listed company, which is formed for a future

project or to hold an asset or intellectual property and has no
significant accounting transaction, or
An inactive company may apply for obtaining the status of an inactive
company.
During the inactive period the company shall not be required to
comply with the regular compliance requirements and a minimal filing
requirement in this regard shall berequired.
The Registrar can by giving a notice to a company which has not filed
financial statements or annual returns for two financial years
consecutively, enter the name of the company in the register of
inactive companies.
Whenever the status can be changed by filing an application to the
Registrar.
 8/21/2017 17

Maximum use of Technology

Service of documents/notices to the members, registrar and
the Commission throughelectronic means

Participation in the meetings by members and directors

through video links

Voting through electronic means

Enabling provision empowering the Commission to notify

mandatory on-line filing
 8/21/2017 18

Concept of Intermediary introduced

To ensure quality, intermediaries providing

corporate services shall be registered
Only authorized intermediaries will be eligible to
provide services to the corporate sector
Intermediaries have been enabled to sign and file
documents on behalf of companies
 8/21/2017 19

Concept of nominee for Transfer of Shares

Concept of nominee for deceased member has been outlined in

section 79
The nominee should be a relative i.e. a spouse, father, mother,
brother, sister, son or daughter
The nomination should be filed with the company by the person
who has acquired interest in the company
The nominee will not be able to transfer /dispose of or deal with
the shares during lifetime of that person who has nominated him
The same concept has also been made applicable to single member
company and information is required to be submitted at the time
of incorporation of company
 8/21/2017 20

Transfer of Share capital of a private company

Procedure for transfer of shares by member of a private company has

been outlined in section 76which requires:
◦ Intimation of intention to hold through notice of selling shares;
◦ Within a period of ten days the board shall offer the shares to existing
members in proportion of their shareholding;
◦ If the offer is declined the shares would be offered to other members in
proportion of theirshareholding;
◦ If all members decline to accept the offer, the shares may be sold to
any other person determined by the members who intends to sell
shares.
Private Company can transfer its shares in accordance with an agreement
reached prior to commencement of this Act if it is filed with the Registrar
within 90 days of commencement of this Act.
 8/21/2017 21

Shares of private companies in book-entry form

The Commission can require, within a period not

exceeding four years from the date of commencement
of this Act, all the unlisted companies to replace
physical shares with book-entryform.
 8/21/2017 22
Alternate Dispute resolution

The concept of Alternate Dispute Resolution has been

introduced to reduce the cost for companies. The
companies will have the option to resolve disputes
through mediation. The Commission will be empowered
to maintain a panel of experts to be called the
“mediationand conciliationpanel”.

Interested parties may before or after entering into a

formal dispute resolution process either pending before
the Commission; the Appellate Bench will be able to
approach the Mediation and Conciliation Panel.
 8/21/2017 23

Facilitating corporate exits

Easy exit of a defunct company

Enabling provision added to provide a soft regime for the

easy exit of a company which has ceased to operate and
having no known assets and liabilities

Such a company may apply to the registrar in the specified

manner to seek striking off the name of the company off
the register
 8/21/2017 24
Amalgamation of companies

Board of Directors empowered to approve the amalgamation

of:

◦ subsidiaries of a holdingcompany,

◦ wholly owned subsidiaries into its holding company

No approval of the Commission or the court would be

required.

Jurisdiction to allow merger, amalgamation and

reconstruction of companies has been shifted from the Court
to the Commission. Initially the Commission would deal cases
of Small Companies.
 8/21/2017 25

Introduction Of New Types Of Companies

Shariah Compliant Company:

"Shariah compliant company" means a company which is conducting its business
according to the principles of Shariah.
Enabling provision added for certification by the Commission with the power to
prescribe complete mechanism.

Agriculture Promotion Company

An enablingprovision added to facilitatethe agriculture sector.
It should be formed by the farmers.

Classification
(i) Producer Company- to primarily, deal with the produce of its members
(ii) Collateral Management company – to engage in the activity of managing
produce as collateral, including warehousing and facilitation of commodity
financing.

Continued……….
 8/21/2017 26
Introduction Of New Types Of Companies

Free Zone Company (FZC) (S.454)

A company incorporated for the purpose of carrying on business in the
export processing zone or an area notified by the Federal Government as
free zone
The information of foreigners in companies in EPZ and other free zones
declared by the Federal Government shall not be publicly available

Exceptions:
Provided that the aforesaid restriction of non-disclosure shall not apply to the
revenue authorities collecting tax, duties and levies or requirement or
obligation under international law, treaty or commitment of the Government.
 8/21/2017 27
Better Corporate Governance
Code of Corporate Governance enabling provision added
Restriction on selling/purchasing any asset to / from director for
consideration other than cash without approval of members of the
company in general meeting
Casual vacancy on the board of directors to be filled at earliest but
not later than ninety (90) days
CFO also required to sign financial statements of listed companies in
addition to the chief executive and one director
Private Company having paid up capital up to Rs.1 million, financial
statements shall also be accompanied by an affidavit executed by
Chief Executive Officer/Directors who have signed accounts that
these have been approved by the Board.

Continued……….
 8/21/2017 28

Better Corporate Governance

Director is not allowed to assign his office to any other officer as per
section 174
Loan to directors requires approval of members and in case of listed
company also of the Commission
Classification of companies outlined in the Act, i.e., Public interest
company, large sized company, medium sized and small sized company.
Different disclosure requirements outlined.
The Commission has been empowered to specify the maximum number of
directorships a person may hold on the boards of listed companies.
Currently this number is seven.
Liability for undesired activities of shareholders introduced. All members
required to act in good faith and should not disrupt proceedings of the
meetings or smooth functioning of management.

Continued……….
 8/21/2017 29

Better Corporate Governance

The manner of selection of independent directors for certain
classes of companies as required under the relevant framework has
been provided through creation and maintenance of a databank of
such directors by any institute, body or association as may be
notified by the Commission.
It has been required to ensure representation of female directors
on the boards of public interest companies in such manner as may
be specified by the Commission.
To avoid potential conflict of interests between the two positions,
the offices of chairman and chief executive have been separated
for such classes of companies as may be specified by the
Commission.
Related party transactions other than on arm’s length required to
be in accordance with policy approved by the board.
 8/21/2017 30

Better Corporate Governance

Public Company required to have Company Secretary.
Listed Company required to have Share Registrar.
To ensure protection of the interests of all the stakeholders, the provision
for duties of directors has been expanded to require them keep the interests
of company, its shareholders, employees, community and the protection of
environment in view.
It has been provided for indemnification of directors and officers of
companies in respect of their liabilities arising otherwise than in respect of
negligence, default, breach of duty or breach of trust of which such directors
and officers may be guilty. However, the company shall be able to ratify the
acts of directors constituting breach of duty, default or negligence.
Contents of directors’ report for public company and private company
which is subsidiary of public company specified. Additional requirement for
listed company.

Continued……….
 31
Better Corporate Governance 8/21/2017

Enhanced transparency and quality of information

◦ Enhanced corporate disclosures have been specified to be made through
directors’ report to the members by public companies and private companies
which are subsidiariesof such companies
◦ Companies are required to notify to the registrar concerned the beneficial
ownership information in the form of shareholding or any other interest of the
every substantial shareholder and officer in any foreign company or body
corporate
◦ To ensure availability of material information in a timely manner, all the
companies shall be required to report changes in shareholding and membership
to the registrar concerned in such form as may be specified for the purpose
◦ Every public company is required to have a company secretary to ensure the
corporate affairsare dealt with diligently and professionally
◦ Companies classification has been introduced in law to provide different
reporting and compliance requirements.

Continued……….
 8/21/2017 32

Better CorporateGovernance

Prevention from M oney Laundering and Other

Offences
◦ The Act casts a duty on ‘every officer’ of a company to
endeavor to prevent the commission of any fraud or
offences of money laundering as provided in the Anti-
Money Laundering Act, 2010 ‘with respect to affairs of the
company’.
◦ Adequate measures for this purpose will also be required to
be put in place.
 8/21/2017 33

Corporate Social Responsibility

A quota of two percent has been proposed to be kept for disabled persons in
the public interest companies employing fifty persons or more, and the same
needs to be provided in the human resource policiesof such companies.

Continued……….
 8/21/2017 34

Strengthening RegulatoryFramework
Serious fraud investigation can be conducted by the
Commission
Directors can be disqualified to hold office as per section 172
Grounds for revocation of license and consequent obligation for
section 42 companies has been specified
Conversion of limited company into unlimited, limited by
guarantee into company limited by shares and private company
into single member and vice-versa has been outlined
The provision for seizure of documents has been included in
section 255

Continued……….
Strengthening Regulatory Framework 8/21/2017 35

Dividend by listed companies to be paid only through

banking channel.
Jurisdiction to approve compromises, arrangements,
reconstruction and amalgamation has been shifted from high
courts to the Commission. Initially the Commission intends to
grant approval for cases of small companies. Remaining
would be dealt with by the Courts.
The Commission has been empowered to obtain information
from foreign companies regarding beneficial ownership in
connection with any inspection, inquiry or investigation.
Provision for registration of valuers has been included.
Strengthening Regulatory Framework 8/21/2017 36

Criteria for appointment ofAuditors:

◦ Paid up capital 03 million& above: CA
◦ Paid up capital up to 03 million: CA or CMA
Unclaimed Shares, Modaraba Certificates and Dividend to
rest with Federal Government if remain unpaid for three
years and to be used for Investors education and awareness.
The Act has brought certainty into penal provisions by
providing three simple slabs of penalties for each day of
default: Rs.500, Rs.1,000 and Rs.500,000 with the aggregate
penalty in each case of default stated to be a maximum of
Rs.25,000, Rs.500,000 and Rs.100,000,000.
 8/21/2017 37

Concept of Global Register of BeneficialOwnership

Another revolutionary measure introduced through the Companies
Act, 2017 in line with global best practices and recommendations
to improve transparency and disclosure of ownership information
Aimed at ensuring transparency of beneficial ownership
information of shareholders and officers of companies in foreign
companies or body corporate
Enhanced transparency boosts investor confidence, fosters trust in
capital market and the corporate sector, and help combat
corruption and money-laundering.
Any person who fails to comply with the aforesaid provision shall
be liable to a penalty of upto Rs.25,000 and a further penalty of
upto Rs 500 for each day of continuing default
Concept of Global Register of BeneficialOwnership 8/21/2017 38

Information required By To Within time period

to be reported
Shareholding or other - Shareholders who have a
interest in a foreign minimum of 10% of
company or body shareholding or voting rights
corporate in a company, and Fourteen days of the
notification no. SRO.
- officers of companies including Company 546(I)/2017 dated 21st June,
chief executive, directors, 2017, and subsequently
chief financial officer, within thirty days of holding
company secretary or other such position or interest
authorized officer

who are Pakistani citizens,

including dual citizenship holders
Sixty days from the
commencement of the
Companies Act, 2017
Company Registrar promulgated on 30th May,
2017, and subsequently with
the annual return of the
company
 8/21/2017 39

Real Estate Companies(S.456)

➢A provision for regulation of advances by the real

estate companies has been included, which shall be
applicable after a notification to this effect is issued
by the Federal Government

➢ The objective of this provision is to ensure that

advances received from individual by companies,
which conduct real estate business is protected and
used only for the purpose of development of those
projects for which these advances have been
obtained
 8/21/2017 40

Salient Features of Companies

(Incorporation) Regulations, 2017

Effective from August 14, 2017

 8/21/2017 41

Salient Features – Incorporation Regulations

➢ Combined process for name reservation and incorporation

introduced.
➢ 3 options of name to be provided and these would be
considered in order ofpriority.

➢ Only one form to be filed which includes name reservation and

incorporation details instead of 4 forms in Private company and
6 forms in Public company previously required

➢ Documentation shall be provided by the applicant with the

option 1 in the combinedprocess.
 8/21/2017 42

Salient Features – Incorporation Regulations

➢ Registrar has the power to amend the documents of
incorporation to the extent of proposed name in accordance
with the other two options provided by the applicant.
➢ This has resulted in not only saving time of incorporation but
cost of incorporation. Now a company with paid up capital of
Rs.100,000 can be registered in Rs.1,550 online and Rs.3,000
in physical form.
 43
Company Incorporation Process 8/21/2017

Single Step Process

Submit application for Name Reservation and Incorporation

simultaneously.

Two Step Process

STEP 1: NameReservation

STEP 2: Prepare and submit documents

Annexure-I 8/21/2017

A N N E X U R E -I
44

C O M P A N I E S ( I N C O R P O R A T I O N ) R E G U L A T I O N S , 2 0 1 7
[ S e e R e g u l a t i o n 3 ]

A P P L I C A T I O N F O R R E S E R V A T I O N O F N A M E
( T o b e c o m p l e t e d b y a p p l i c a n t i n b l o c k letters.)

1 . F e e P a y m e n t D e t a i l s 1 . 1 C h a l l a n N o

1 . 2 C h a l l a n A m o u n t ( R s . )

2 . P r o p o s e t h r e e o p t i o n s f o r n a m e O p t i o n 1
r e s e r v a t i o n

( m a n d a t o r y i n c a s e o f c o m b i n e d O p t i o n 2
a p p l i c a t i o n o t h e r w i s e s i n g l e
n a m e m a y b e p r o v i d e d )

O p t i o n 3

( P l e a s e e n t e r t h e n a m e w i t h o u t k i n d o f c o m p a n y e.g. ( Pv t . ) L i m i t e d , L i m i t e d etc.). ( M a x i m u m 7

3 . K i n d o f p r o p o s e d c o m p a n y

a. P r i v a t e L i m i t e d C o m p a n y

b . S i n g l e M e m b e r C o m p a n y

c. P u b l i c L i m i t e d C o m p a n y

d . A s s o c i a t i o n N o t for-profit u n d e r s e c t i o n 4 2 o f t h e C o m p a n i e s A c t , 2 0 1 7

e. O t h e r ( P l e a s e s p e c i f y )

4 . P r i n c i p a l l i n e o f b u s i n e s s f o r p r o p o s e d
c o m p a n y

5 . M e a n i n g / S i g n i f i c a n c e o f p r o p o s e d n a m e
Annexure-I 8/21/2017 45

6. If a n y c o m p a n y o r entity exists w i t h identical

or similar n a m e , please m e n t i o n y o u r
relationship w i t h s u c h c o m p a n y or entity
a l o n g w i t h b o a r d r e s o l ut io n/ N O C s h o w i n g
n o ob ject io n o n registration o f a c o m p a n y
w i t h similar n a m e .

7. Declaration I d o h e r e b y s o l e m n l y a n d sincerely declare

i n f o r ma t io n p r o vi d e d in the f o r m is true a n d
a n d n o t h i n g is c o n c e a l e d a n d that the p r o p o s e
if reserved, shall b e u s e d o n l y for the p u r
registration of c o m p a n y

8. N a m e of P r o p o s e d Su b s c r i b e r /Au t h o r ize d
In t e r me d i a ry

8. S i g n a tu re s

Registration N o of Au t h o r i z e d Intermediary,
9.
if a p p l i c a b l e

10. N . I. C N o . w h e r e the applicant is

p r o p o s e d subscriber

( Pa s s p o r t N o . in c a s e of foreign national)

D a y M o n th Y ear

11. D a te

E n c l o s u r e s :
1. Original p a i d b a n k challan e vi d e n c i n g p a y m e n t of fee
2 . C o p y o f N O C / p e r m i s s i o n / l e t t e r of intent of c o m p e t e n t authority (if applicable)
3 . A n y other d o c u m e n t d e e m e d necessary.
 8/21/2017 46
Step 2-submission OfDocument
An applicantshallmake an application either through e-service or in physicalform to
the registrar for incorporation of company as per Annexure-IV of the Regulations
along with the following documents:
Memorandum of Association;
Articles of Association, where required;
Copies of CNIC/NICOP of the subscribers/directors/chief executive officer or copy of Passport
in case of a foreigner;
Copy of CNIC/NICOP of Nominee only in case of single member company or copy of Passport
in case of a foreigner;
Copy of CNIC of witness in case of physicalfiling;
Authorization for filing of documents for the proposed company by the subscribers as per
Annexure-V in favor of either one of them or registered intermediary; and
NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business as mentioned in regulation 4;
Original paid bank challan evidencing the payment of fee specified in Seventh Schedule of
the Act.
Note: In case of combined application for incorporation of company, documentation
shall be prepared as per name contained in option 1 of Annexure-I of the Regulations
 8/21/2017 47

Annexure-IV
C O M P A N I E S ( I N C O R P O R A T I O N ) R E G U L A T I O N S , 2017
[See Regulation 5]

A P P L I C A T I O N F O R C O M P A N Y I N C O R P O R A T I O N

P A R T - I

(T o b e completed b y the applicant in block letters)

1.1 N a m e of the C o mp a n y

1.2 Fee Pa yme nt Details 1.2.1 Challan N o

1.2.2 Challan A m o u n t (Rs.)

P A R T -II

Section – A - C o m p a n y information

2.1 C orrespond ence

Address

C ity District P r o v in c e

Telephone N u mb e r Email Address

Mobile N u mb e r

2.2 Registered office

A d d r e s s , if a n y

C ity District P r o v in c e

Telephone N u mb e r Website(if any)

Mobile N u mb e r Email Address

2.3 Principal line of

business
 8/21/2017 48

Annexure-IV
S e c t i o n – B – C a p i t a l S t r u c t u r e

C la s s /K in d N u m b e r o f T o t a l A m o u n t
F a c e V a l u e
s h a r e s
2 . 4 A u t h o r i z e d C a p i t a l

2 . 5 P a i d U p C a p i t a l

S e c t i o n – C – S p e c i a l b u s i n e s s i n f o r m a t i
( A p p l i c a b l e in c a s e o f B a n k i n g C o m p a n y
M o d a r a b a m a n a g e m e n t c o m p a n y , S t o c k
p r o v i d i n g t h e s e r v i c e s o f s ec u r it y g u a r d s a
b e not if ied b y t h e C o m m i s s i o n )
o n
, N o n - b a n k i n g F i n a n c e C o m p a n y , I n s u r a n c e c o m p a n y ,
B r o k e r a g e b u s i n e s s , f or ex , m a n a g i n g a g e n c y , b u s i n e s s o f
n d a n y o t h e r b u s i n e s s r estr icted u n d e r a n y o t h e r l a w o r a s m

6 . N a t u r e o f b u s i n e s s i n c a s e o f
s p e c i a l i z e d b u s i n e s s r e q u i r i n g li c e n s e /
p e r m i s s i o n / a p p r o v a l ( p l e a s e s p e c i f y
a n d a l s o a t ta c h N O C / a p p r o v a l o f t h e
r e l e v a n t a u t hor it y)

* ( A d d i t i o n a l d o c u m e n t s will b e r e q u i r e d b y t h e r e g i s t r a r)

S e c t i o n – D – C o m p a n y s u b s c r i b e r s , p r o p o s e d d i r e c t o r s , p r o p o s e d c h i e f e x e c u t i v e offic e r , a n d
n o m i n e e

7 . S t a t e N u m b e r o f d i r e c t o r s f i x e d b y s u b s c r i b e r s :
[ P l e a s e n o t e t h a t a s p e r l a w a c o m p a n y m u s t h a v e m i n i m u m d i r e c t o r a s f o l l o ws : ]
K i n d o f C o m p a n y M i n i m u m N o . o f
n u m b e r o f p r o p o s e d
d i r e c t o r s d i r e c t o r s
r e q u i r e d b y
l a w
S i n g l e M e m b e r C o m p a n y 0 1
P r i v a t e L i m i t e d C o m p a n y 0 2
P u b l i c L i m i t e d C o m p a n y 0 3

2 . 8 D e t a i l s o f s u b s c r i b e r s , p r o p o s e d d i r e c t o r s a n d p r o p o s e d c h i e f e x e c u t i v e
ffic e r
Na F a t h e r C N I C I n c o r p o N a t i O c c u R e s i d e n t i a l N T N D e s i g n a t i o n N o of Si
m / ( i n c a s e r a t i on / o n a l i p a t i o a d d r e s s / r e g i s ( i n c a s e ( D i r e c t o r / s h a r e s
e H u s b a of R e g i s t r a t y n t e r e d of f i ce of S u b s c r i b e r / s u b s c r i
a d d r e s s o r
n d P a k i s t a n t i o n d i r e c t o C E O ) P l e a s e b e d
p r i n c i p a l
N a m e i N u m b e r r, s p e c i f y ( f or
of f i ce ( i n c a s e
n a t i o n a l of a w h e r e s u b s c r i
) o r s u b s c r i b e r a p p l i c a b e r )
P a s s p o r t o t h e r t h a n a b l e )
N o ( i n n a t u r a l
c a s e of p e r s o n )
f o r e i g n e
r ) ”
 8/21/2017 49

Annexure-IV
2.9 Details of N o m i n e e (only in case of single m e m b e r c omp a ny)
N a m e of Nominee

C N I C of Nominee

Residential address of Nomi nee

Telephone numb er of Nomi nee

Ema i l address of N o m i n e e

Relationship of N omi nee with

subscriber

Signature of Nomi nee

Se c t ion – E - If t he c o m p a n y limited b y s ha res i n t e n d s to a dopt tables c ont a ined in First

Ta b l e A - Part I (Articles of association of c o m p a n y limited b y shares)

Ta b l e A - Part-II (Articles of association of single m e m b e r c o m p a n y limited b y shares)

S ecti o n – F - T h e c o m p a n y limited b y sha res in ca se it h a s n ot a d o p t e d articles c o n t a i n e d in First

Sc he d u l e to the Ac t c o m p a n y limited b y g uar a ntee a n d unli mi te d c o m p a n y shall at tache d t he
articles of association.
 8/21/2017 50

Annexure-IV
P A R T -III
Declaration u n d e r section 1 6
3. 1 Declar a nt N a m e

2. Declar a nt Pr o fes s io n /
□ Au t ho r iz e d I nt er med ia r y
Designat io n
(Please check □ a p e r s o n n a m e d in t h e ar t icles a s D ir e c t o r o f
relevant box) proposed co mpany
3. Declar at io n I d o he r e b y s o le m n l y a n d sincer e ly declar e t hat :

a) I h a v e b e e n aut ho r ized as declar ant b y t he subscr iber s;

b) all t h e r e q u i r e m e n t s o f t h e C o m p a n i e s Ac t , 2 0 1 7 , a n d t
r egulat io ns m a d e t her e u nd e r in r espect o f ma t t
p r e c e d e n t t o t h e r eg ist r at io n o f t h e s a id C o m p a n y a
incident al t her eto ha ve b e e n c o mp lie d w it h
c) I m a k e t his s o l e m n d e c la r a t io n c o n s c ie n t io u s l y b e lie v i
the s a me t o be true.

4. Declar a nt Signat ur e

5. Regist r at io n N o o f aut ho r ized

i n t e r m e d i a r y , if a p p l i c a b l e

3.6 Date

E n clo su re s:
( i) Or ig ina l paid b a n k challa n e vid e nc ing p a yme n t o f fee
( ii) M e m o r a n d u m o f Asso c iat io n
( iii) Ar t icles o f Asso ciat io n, w h e r e applicable
( iv) C o p i e s o f C N I C / N I C O P o f t h e s u b s c r ib e r s / d ir e c t o r s / c h ie f e x e c u t i v e o fficer o r c o p y o f
Passpo r t in case o f a fo r eigner ;
(v) C o p y o f C N I C / N I C O P o f N o m i n e e o nly in case o f single m e m b e r c o m p a n y o r c o p y o f
Passpo r t in case o f a fo r eigner ;
( v i) C o p y o f C N I C o f w it n e s s in c a s e o f p h ys ic a l filing ;
( v ii) N O C / L e t t e r o f I n t e n t / L i c e n s e ( if a n y ) o f t h e r e l e v a n t r e g u l a t o r y a u t h o r i t y i n c a s e o f
specialize d busine s s
( v ii i) A u t h o r i t y let t er fo r filing o f d o c u m e n t s fo r t h e p r o p o s e d c o m p a n y o n b e h a l f o f t h e
subscribers
( ix ) C o p y o f C N I C / P a s s p o r t o f p e r s o n d u ly aut ho r ized b y t he B o a r d o f dir ect o rs o f a b o d y
c o r p o r a t e w h i c h is a s u b s c r ib e r . F u r t h e r , c o p y o f B o a r d r e s o lu t io n a l o n g w i t h a t t e n d a n c e
sheet d u ly aut ho r iz ing t he r epr esent ative.
(x) I n c a s e t h e s u b s c r i b e r is a f o r e i g n c o m p a n y , t h e p r o fil e o f t h e c o m p a n y , d e t a il o f it s
d ir ect o r s, t h e char t er , st at u t e o r m e m o r a n d u m a n d ar t icles o f t h e fo r e ig n c o m p a n y d u l y
no t ar ized in t he c o u nt r y o f o r igin.
Wit ne s s t o a b o v e signat ur es: ( F o r the d o c u m e n t s submitted in physical f o r m )
Signat ur e s
F u ll N a m e ( in B l o c k L e t t e r s )
Father‘s/ H u s ba nd ‘s n a me
Nat io nalit y
CNIC No.
U s u a l r esid ent ia l a d d r e s s
 8/21/2017 51

Salient Features of Intermediaries

(Registration) Regulations, 2017

Effective from August 14, 2017

Registration Criteria 8/21/2017 52

(i) In case of an individual:

a) Holds valid certificateof practice from ICAP; or

b) Holds valid certificateof practice from ICMAP; or
c) a practicing member of ACCA, CPA, CMA or recognized foreign
accountancy organization as notified by the Commission;or
d) Holds LLB degree and duly licensed by the concerned Bar Council;
or
e) with at least two years of experience in handling corporate affairs;
or
f) Holds MBA with specialization in Finance, M.Com and Masters of
Law
g) possess any other qualificationas notifiedby the Commission.
 8/21/2017 53
Registration Criteria
(ii) in case of a company or a firm or a limited liability partnership, one year
of experience in handling corporate affairs. If at least one director meet
the qualification and experience, no prior experience required
(iii) Compliant with the Continuous Learning requirements outlined by the
relevant institute/body;
(iv) has a National Tax Number, an established office in Pakistan with
adequate physical infrastructure and has informational technology
infrastructure complying with the minimum requirements in case the
authorized intermediary utilizes e-services facility of the Commission;
(vii) the individual/partners/directors have not been:
undischarged insolvents;
convicted by a court of law for an offence involving moral turpitude;
and
convictedof any offence under the Pakistan Penal Code
Procedure for Appointment 8/21/2017 54

Only one registered intermediary to act as an authorized

intermediary for filing of documents required under the Act

The Company to enter into a written agreement with the

authorized intermediary

The agreement to be maintained by the company in its record

for inspection by auditors and theCommission.
 8/21/2017 55
Duties and Responsibilities
The authorized intermediary and its employees to whom it has delegated
the function shall
act with due care, skill and diligence in carrying out their duties and
responsibilities;
ensure that the documents filed on behalf of company or promoters of a
company or foreign company complies with the requirements of the Act
and other applicablelaws;
ensure that proper record of documents filed on behalf of company or
promoters of the proposed company or foreign company is maintained;
ensure confidentiality of documents and information filed on behalf of
the company or promoters of the proposed company or foreign
company; and
maintain the record of agreement between the company or promoters
of the proposed company or foreign company and the authorized
intermediary and any changes therein.
 8/21/2017 56
Duties and Responsibilities

• Responsible for the acts and omissions of all employees to

whom it has delegated its functions as an authorized
intermediary.

• Compliance with the Continuous Professional Development

Course on an annual basis as notified by the Commission.

• shall comply with the directions and instruction, issued from

time to time, by the Commission or registrar, failing which
penal action may beinitiated.
 8/21/2017 57

THANK YOU