Goyernment of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Istamabad. 5" June, 2017 NOTIFICATION SRO, Gay (0/2017. The following dealt Intermediaries (Registration) Regulations, 2017, proposed to be made by the Securities and Exchange Commission of Pakistan in-exereise of the powers eonferred by sub-section (1) of section $12 read with section 455 of the Companies Act, 2017 (XIX of 2017), is hereby published for the information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourleen days of the date of this notification will be taken into consideration. DRAFT REGULATIONS CHAPTER L Preliminary 1. Short title and commencement, - (1) These Regulations shall be called the Intermediaries (Registration) Regulations, 2017 (2) They shall come inte force at ones, The individuals, firms or companies already engaged by the companies for filing of applications, dacument, and reports on their behalf shall obtain certificate of registration within three months of coming into force of these regulations. (3) After the period of three months of notification of these regulations, only authorized intermediaries shall be eligible to file applications, document, and reports in terms of section 455 of the Act, 2. Defi jons. —(1) In these regulations, unless there is anything repugnant in the subject or context,- (i) “Act* means the Companies Act, 2017 (XIX of 2017); (ii) “Annexure” means a form attached to these Regulations; (iii) “Authorized Intermediury™ means a person registered by the Commission under these regulations and who is authorized by a company under an agreement for filing of applications, document, reports-on behalf of company in pursuance of the Act; Gv) “Commission’” shall have the same meaning as assigned to it under the Securities and Exchange Commission of Pakistan Act, 1997 (XLIT of 1997), (v) “Company” meuns a compuny as defined in clause (17) of sub-section (1) of section 2 of the Companies Act, 2017 (XIX of 2017); (vi) “e-services” means a services or means as defined in clause (27) of sub-section (1) of sectian ofthe Companies Act, 2017 (XIX of 2017), (vii) “fit” means a practicing firm of management consultants, financial consultants. corporate consultants or tax practitioners;(vii) “Registrar means @ registrar a3 defined in clause ($7) of sub-section (1) of section 2 af the Companies Act, 2017 (XIX of 2017); ie “Registered Intetmediary” means a person cegistered by the Commission under these regulations; (x) “Regulations” means the Intermediaries (Repistration)Regulations. 2017 and the Annexures and Schedules attached to it, (2) Words and expressions used but not defined in these Regulations shall have the same meaning unless contrary to the ecntext as assigned to them in the Act, Securities and Exchange Commission of Pakistan Act, 1997, any rules and regulations made thercunder. 3 Fligi CHAPTER I Registration of Intermediary ity requérements for registration. ~ (1) An individual or firm or a company may apply 10 the Commission for registration as intermediary for providing services in respect of filing of applications, documents and reports with the Commission of the registrur concerned on behalf of the ‘eompanies in terms of provisions of section 455 of the Act, if the applicant, ~ (iy (ii) Gy) ) in ease of an individual fa) bas a valid certificate of practice from Institute: of Chartered Accountants of Pakistan (ICAP), of {{b) has a valid certificate of practice from Institute of Cost & Management Accountants af Pokistan{ICMAP}: or (co) is a practicing member of Association of Chamtered Certiffed Accountants, certified Public Accountant, Certified Management Accountant or recognized foreign necountancy organization as notified hy the Commission; or (d) is LLB duly registered with the Bar Council; or (e) Masters of Business Adminiswation with specialization in Finanec, Masters of Commerce and Masters of Law with atleast two years of experience in handling corporate affairs; or (8) possess any other qualifiestion as notified by the Commission, in case of a company or'a firm, it shall have at feast one year of experi corporate affairs, ice in handling Provided that where atleast onc partner of the Firm meet the qualiffeation and experience ‘mentioned in clause (3) above, na prior experience shall be required for the firm; the individual, partners of the firm or employees of the company who are members of any professional institute are compliant with the Continuous Learning requirements outlined by the relevant institute/body; ‘ hax National Tax Number; has an established office in Pakistan with adequate physical intraswucture including Telephone/mobile phone facility and a valid email address;(vi) thas informational technlogy infrastructure complying with the: following. minimuit ec in case the authorized intermediary utilizes c-scrvices facility of the ommission: (3) A minimum of two computers/lapteps in case of an individual and five computers/laptops in ease of a firm or company having compatibility with the e-services system ofthe Commission; ‘(b) Broadband Ineernet AP connectivity; (c) Bependable Power Supply arrangements} ‘@) Primers and seanners: and (@) Trained staf for operating the systems (vit) the individual or the partners of the firm or the direstors of the company have not been undischerged insolyents; (iii) the individual or the partners of the firm or the directors of the company have nos been convicted by a court of law for an offence involving moral turpitude, and (ix) the individual or the partners of the firm or the direstors of the company have not been convicted of any offence under the Pakistan Penal Code. 4. Application procedure for registration. - (1) An application to act as a registered intermediary shall be made to the Commission as pet Amnexure-I along with non-refundable fee as specified in Schedule-I and requisite documents, (2) The Commission, white considering the application for registration may require the applicant to furnish such other information or clarification as it deems appropriate. (3) Any subsequent change in the information provided to the Commission at the time of filing of application under sub-regulation (1) shall be intimated to the Commission within a period of seven days from the date of such change on Anaexure-1. Grant of certificate of registration, - (1) The Commission on being satisfied that the applicant is ble for registration may grant a certificate of registration to the applicant as per Annexure-tI subject ta stich additional conditions as it may deem fit to impose. (2) The centificate of registration shall-be limited ta the authorization for filing of documents under the ‘Act with the Commission or the registrar concerned and shall not be regarded as conferring a license a7 ‘the intermediary or as providing any recognition of uny qualifieation of the intermediary. (3) The certificate of registration shall remain valid for a period of three years from the date of registration unless it is cancelled earlier by the Commission, based on the grounds provided under regulation 8 6 _ Renewal of registration. (1) A registered intermediary shall, one month prior to the date of expiry of its rogistration, apply to the Commission as per Annexure III for renewal of registration along with non-refundable fee as specified in Schedule 1. (2) The Commission upon being, satisfied, after making such inquiry and obtaining such further information as it may consider necessary that the applicant is eligible for renewal of registration may 3grant a renewal of certificate of registration to the applicant as per Annexure TV subject to such additional conditions as it may deem fit wo impose. Provided that till such time the registration is renewed, the existing registration shall be deemed valid for the purposes of these Regulations unless the registered intermediary failed to apply as specified in sub- rogulution {L) abowe and fulfill all the requirements to the satisfaction of the Commission far the renewal ‘of registration: Provided further that if the registered intermediary fails to apply within the specified time period and fails ‘0 fulfill al the requirements to the satisfaction of dre Commission, its registration shall stand cancelled in accordance with regulation 8 and Commission may initiae further proceedings ta give effect to cancellation, 7, Refusal of registration. — (1) The Commission may refuse the registration/renewal on any grounds as mentioned below: ti) the applicant fails to meet the eligibility requirements mentioned in regulation 3, (ii) the quality of services rendered by the applicant are unsatisfactory, (iit) __the companies have filed ysritten complaints against the applicant, (iv) any other ground as deemed appropriate by the Commissien. Provided that before refusal of registration, an opportunity of being heard will be gramed by the Commission, (2) The desision of the Commission shall be final, and shall not be questioned hefore any Court 8 Cancellation of registration, - (1) The Comimission may, after providing an opportuning of heating, cancel the registration of an intermediary through aa Onder in. writing if, ~ (i) the intermediary has provided false, incomplete or misleading documents, applications and! or statutory relum or representation without authorization; (i) the intermediany is found guilty of negligence, default, breach of duty or breach of trust; Gi) the intermediary fail to commence activity within twelve months of grant of certificate of segistration, (iv) the intermediary fails to apply for registration as required in regulation 9 ar renewal of registration within time as specified in sub-regulation (1) of regulation 6; or (¥) any reasonable ground as deemed appropriate by Commission, (2). The intermediary shall be personally held responsible for the Liabilities and obligations arising out of any such act leading to cancellation of registration and shall sot be eligible for re-registration for a period of up ta five years, 5. ‘ Fresh upplication in ease of change in partners of a Firm or directors of a company. ease ther ay ia fs a change in the partners of the firth or directors of the company, they shalll file fresh application within seven days of such change as per regulation 4 above subject to fulfillment of eligibility criteria specified in regulation 3CHAPTER Ht Appointment or removal of Authorized Intermediary 10. Appointment of authorized intermediary by the company.- (1) The promoters of the proposed sempany of the company with the approval of its Board of Director, shall appaint only one registered Intermediary to act as an authorized intermediary for filing of applications, documents and reports required under the Act on its behalf, (2) The promoters of the proposed company or the company shall enter into a written agreement with the authorized intermediary whica shall sel out in sufficient details the rights, obligations and liabilities of each party to the agreement and shall cover, at minimum the following, aspects: (i) Names of promoters and their CNIC/name of company and its registration umber, name of authorized intermediary, its registration number and validity of cettificate of registration; Gi) scope of services to be proviced by the authorized intermediary; iii) mechanism of filing of applications, dacuments and reports required under the Act; (iv) rights, obligations and liabilities of each partys {v) term of agreement and provision of renewal, if anys (vi) conditions, under which the agreement may be altered, terminated and implications thereat: (a) Voluataryimandatory term company (b) Voluataryémandatory termination by the athorized intermediary (©) Mandatory termination in case of cancellation or expiry of certificate of registration of authorized intermediary (vii) nature, quantum and manner of fees and charges for which the suthorived intermediary renders services; (will) autherization for filing and signing of documents and/ or statutory returns on behalf the company/promoters of proposed company; (ix) in case the intermediary is a firm or company, the details of employees of the authorized intermediary to whom the functions are delegated; (8) Confidentiality obligations or protection of information by the authorized intermediary; (ai) Governing law/jurisdiction, which governs the agreement. ation by the companyfpromoters of proposed (3) The agreement shall be maintened by the company in its record for inspection by auditors and the Commission. The Commission may at any tine demand ta furnish copy of the agreements. It, Fit and Proper criteria for employees of authorized intermediary. (1}The suthorized intermediary shall ensure that the employees to whom it has delegated its functions shall mcet. the eligibility requirements mentioned in clause (i), (vil, (viil} and(ix} of sub-repulation (1) af regulation 3. 12. Removal of authorized intermediary by the company.« (1) The authorized intermediary may be removed on termination of agreement referred in clause (vi) of sub-regulation (2) of regulation 10 by the promotors at any time, or with BOD approval, in the case of a company, 13. Renewal of agreement with authorized intermediary.- (1) The contract with the authorized intermediary may either be renewed as per the existing agreement or decided as per fresh agreement. te14. Notice to the registrur-(1) ‘The Company shall give notice to the registrar as per Annexure V within seven days of appointment or renewal of agreement with the authorized intermediary or filing of frst document through authorized intermediary whichever is earlier (2) ‘The company shall give notice to the reyistar os per Amnexure VI within seven days of removal of guthorized intermediary, ‘The company shall ensure that no document is filed on its dchalf by the authorized interniediary till notice is given to the registrar in this regard, 1S Maintenance of record by the Commission. (1) The Conunission shall maintain a register of authorized intermediaries as per Annexure VIL. ‘CHAPTER IV Duties and responsibilities of intermediaries. 16. Conduet of intermediaries.-(!} The authorized intermediary and its empleyees to whom it has delegated the function shall, (J) act with due care, skill and diligence in carrying. out their duties and responsibsilitis (ii) ensure that the decuments filed on behalf of company complies with the requirements of the Act and other applicable laws; ensure that proper record of documents filed on beball of company is maintained; ensure confidentiality of documents and information filed on behalf of the eempany; and maintain the record of agreement between the company end the authorized intermediary and any changes therein (2) ‘The authorized intermediary: shall be responsible for the acts and cruissions of all employees co ‘whony it has delegated its fhnetions as authorized intermediary (3) ‘The registered intermediary shall ensure compliance with the Continuous Professianal ‘Development Course on an annual basis #s notified by the Commission (4) The Commission or the registrar, as the case may he, may call upon the registered intermediary through a written notice to furnish such information or explanation in writing, or such document, witht such time, as muy be specified in the notice. On seccipt of the notice, the registered intermediary shall furnish such information, explanation or documents as required. (5) The registered intermediary shall comply with the ditections and instruction, issued fiom time to Aime, by the Commission or registrar, failing which penal ction may be initiated CHAPTER ¥ Duties and responsibil of company 17, Condluet of company (1) The Company shall pravide pri ji i he Company shall pravide prior consent regarding, the applications, documents and reports to be Liled by the authorized intermediary meee . (2) The company shall be responsible for dve acts and amis r re company a ssions on part of autherized intermediary regarding filing of dozuments under the Act. : presCHAPTER VI Penalties 18 Penalty for contravention of these regulations Whoever fails or refuses to comply with, or conttavenes any provision of these regulations, or knowingly and wilifully authorizes or permits such failure, refusal or contravention shall, in addition to any ether liability under the Act, be also punishable with fing amounting to Rupees five thousand.Annexure-l Intermediaries (Registration) Regulations, 2017 [See Regulation 4] APPLICATION TO ACT AS REGISTERED INTERMEDIARY [INDIVIDUAL The Securities & Exchange Commission of NIC Building, Jinnah Avenue, Islamabad. Dear Sir, 1 hereby apply to act as a registered intermediary within the meaning of Section 455 of the Act. 2. Thereby furnish the following information, - 1. Name (in block terters) ll, Father’s!Husband’s name (in block letters) IU, CNICHPassport Number (Atuteh Copy) TW, National Tax Number VW. Contact Details a, Official Address b. Residential address ¢. Land line number Cell number ¢, Email VI. Academic qualification ‘VII, Professional qualification VIIL Period of employmentiexperience in handling corporate matters, if any IX. Number of corporate matters handled during the last six months, if any: 2 Handled independently b. Under Supervision [insert name of super H] X, Cemtified copies of educational certificates, professional membership for ICA, ICMAP members, foreign accountancy organization and Bar Council Membership. XI. Detailed resume XIL Details of informational technology infrastructure available at the office, where applicable. 3. Anaffidavit regarding fitness und propriety as per Annexure-A. is enclosed, 4. Original receipt of challan evidencing payment of registration foe:as specified in Schedule T of the Regulations is enclosed, Signature ‘Name of the Applicant, Office Address Date,Annexure-I Intermediaries (Registrutton) Regulations, 2017 [Sce Regulation 4] APPLICATION FOR REGISTRATION TO ACT AS AUTHORIZED INTERMEDIARY [FIRM/COMPANY| ‘The Securities & Exchange Commission of Pakistan, NIC Building, Jinnah Avenue, Islamabad. Dear Sir nL 1. Vi 3 We, hereby apply to act as registered intermediary within the meaning of Section 455 of the Act. We hereby furnish the following information, - Name of Firm/Company Registration No/CUIN (Attach copy of Registration certificate, in case of Firm) ‘National Tax Number ‘Address of main and branch offices (if any) Details of informational technology infrastructure available at the office, where applicable. Details of Partners (in case of Fi a b, erme ac Name (in block lerters) Eather/busband name (in bloek letters) CNICPassport Number (Attach Copy’) Postal address Land line number Cell number Email ‘Academic qualification Professional quslification Period of employmentiexperience in handling carporate matters, iTany Centified copies of edueational certificates, professional membership for ICAP, ICMAF members, foreign accountancy organization and Har Council Membership. Detailed resume of the firm/company highlighting experience of parmer/management of company in handling corporate atTaits, AlTidavits regarding fitiess and propriety of each parmers of Finm/dioctors of Company (as the case maybe) as per Anmenure-A is enclosed. 4. Original copy of bank challan eviclencing payment of registration fee as specitied in Schedule 1of the Regulations is enclosed. Signature Name of the Applicat Office Address Date 10Annexure-d, AFFIDAVIT. Refore the Securities and Exchange Commission of Pakistan 1, (name of individualfpariner af fiem’director af the company) son/daughter/wite ( father*hushand naene), resident of. and holding CNIC/Passport No » NTN do hereby state on solemn affirmation as under that 1:- 1. Ami eligible to act as a registered intermediary according to the criteria specified in the Regulations 2. hereby confirm that the contents of the application and the documents submitted to the Commission for registration es an intermediary under Seetion 455 of the Act are true and correct to the best of our knowledge and belief and nothing has been concealed therein, 3. have na objection if the Commission requests or obtains information about me from any third partys 4. undertake to bring to the artention of the Commission any matter which may potentially affect my status a registered intermediary accotding to the criteria specified in the Regulations; undertake to provide an autharity letter in my favor from the company on whose behalf | am submitting the statutory returns, as and when demanded by the Commission DEPONENT The Deponent is identified hy me Signature ADVOCATE (Name and Seal) Solemnly affirmed before me on this day of. at by the above named Deponent who is Mdentified to me , Advorate, OATH COMMISSIONER FOR TAKING AFFIDAVIT (Name and Seal) 1Annexure-TI Intermediaries (Registration) Regulations, 2017 [see Regulation 5] SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CORPORATIZATION AND COMPLIANCE DEPARTMENT Registration No. CCD- Islamabad, Dated: CERTIFICATE OF REGISTRATION TO ACT AS AN INTERMEDIARY (Section 455 of the Companies Act, 2017) ‘The Securities and Exchange Commission of Pakistan, having considered the application to aot ax rogistered intermediary submitted by Mr/MUs. (Name of the applisanty under subregulation {1) of rogulation 4 of the Intermediaries(Repistretion) Regulations, 2017 (Regulations) and on being sutisited ‘will the said application, hereby grants certificate of registration inthe name of__(Name of the applicant) in exercise of powers conferred. under sub-regulation (1) of regulation § of the Regulations This registration is valid for a period of three years w.e.f, Approving Authority Disclaimer; the certificate of regiswration shall be limited to the cuthorizal ¢ te ie arizalion for filing of dacuments under the Act wit the Commission or the registar concerned anc ae mete a conferring @ license on the registered intermediary or as providing amy recognition of up qualification of the reginered intermediary. = 12, Annexuve -III Intermediaries (Registration) Regulations, 2017 [see Regulation 6] APPLICATION FOR RENEWAL OF REGISTRATION TO ACT AS REGISTERED INTERMEDIARY ‘The Securities & Exehange Commission of Paitistan, NIC Building, Jinnah Avenue, Islamabad Dear Sir, I/We, hereby apply for renewal of registration ua act as a registered intermediary within the meaning of Section 455 of the Act, The registration granted or renewed carlier is due to expire a, : 2, MWe hereby furnish the fellowing information, (i) Affidavit fiom the individual/euch pariner of Firm/euch director of the company stating that he is eligible to act as a registered intermediary nccording to the criteria specified in the Regulations. (ii) Details of employees to whom it has delegated its functions covering the following: (3) Qualification (b}) Experience of handling corporate matters, preparation and filing of statutory returns (ili) Affidavits from cmployees to whom it has delegated its functions stating that he is compliant swith the eritetia spevified in the Regulations, (d) Original copy of bank challan evidencing payrnent of registration fee as specified in Schedule Tof the Regulations is enclosed, Signature, Name of the Applicant Registration Numb DateAnnexure «IV Intermediaries (Registration) Regulations, 2017 [see Regulation 6] SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CORPORATIZATION AND COMPLIANCE DEPARTMEN Registration No. CCD Islamabad, Dated: CERTIFICATE OF REGISTRATION TO: ACT AS REGISTERED INTERMEDIARY (Section 454 of the Companies Act, 2017) ‘The Securities and Exchange Commission of Pakistan, having considered the application for the renewal af registration to act as registered intermediary submitted by Mr/M/s. (Name of the applicant) under sub- regulation (1) af regulation 6 of the Intermediaries(Registration) Regulations, 2017 (Reguletions) and on heing sulisfied with the said application, hereby renews the certificate of registration of MrJMis, ____(Name of the applicant) in exereise of powers conferred under sub-regulation (2) of regulation 6 of the Regulations. This regisumtion is valid for a period of three years wel. Approving Authority Disclaimer: The certificate of registration sholl be limited to the authorization for filing of documents twider the Act with the Commission or the regisirar concerned and shall not be regarded ay 4conferring a license on the registered intermediary or ay providing any recognition off any qualification of the registered intermediary.Annexure -V Intermediaries (Registration) Regulations, 2017 [sce Regulation 13] NOTICE OF APPOINTMENT/RENEWAL OF AGREEMENT WITH AUTHORIZED INTERMEDIARY PART Please eampleve in gpescript or in bold block capitals) P 1.1 CUIN (ex fe al 1.2 Name of the Company 1.3 Fee Payment Derails 1.3.1 Challan = 1.32 Challan re | No Amount PART-II 2.1 Regisiration No. of Intermediary [|__| jee ee 2.2 Name of Intermediary dd om yyy 2.3 With effect from [ I PART-UI 3.1 Signature 3.2. Registration No of Authorized aa Intermediary eee man iy 3.3 Date a Enclasure: 1. Original copy of paid bank challan evidencing payment of fee 16Annexure YT Intermediaries (Registration) Regu {see Regulation 13] tions, 2017 NOTICE OF REMOVAL OF AUTHORIZED INTERMEDIARY PART-1 {Please complete in nypeseript or in bolt Block capitals.) 1.1 CUIN Pe]. 1.2 Name of the Company 13° Fee Payment Details 1.3.1 Chala 132 Challan No Amount Sy PART-I 2.1 Registration No. of Intermediary 2.2 Name of Intermediary dd mm yyy 2.3. With effect from [ I I if PART-II 3.1 Signature 3.2 Name of Authorized Officer dd fm py 34° Date om Enclosure: 1. Original copy ef paid bank challan evidencing payment of fee[see Regulation 14] sediaries (Registration) Regulations, 2017 REGISTER OF REGISTERED INTERMEDIARIES ‘Annexure -VIT S.No, | Registration Name of | Duteofgrant | Dates of Date of Number Registered of initial renewal uf | Cancellation of Intermediary | certificate of | certificate of | certificate of registration | registration Registration, if any 18SCHEDULE-L Fees (both for online and offline mode) a Bor Individuals: ‘Registration processing Pee (Non-Refundable) 10,000 Correction! Update Processing Fee (Non-Refundable) 2,000 ‘Renewal Fee (Non-Refundable) 5,000 Filing Fee 500 {b) For Firms Registration processing Fee (Non-Refundebtc) 30,000 Correction! Update Processing Fee (Non-Relunduble) 5,000 Renewal Fee (Non-Refundable) - 25,000 Filing Fee ‘ = 500 [Ne.CLDICCD/PR/4/2016] (Usman Hayat) Secretary to the Commission