THE COMPANIES
(APPOINTMENT OF LEGAL ADVISERS)
RULES, 1975
[Gazette of Pakistan Extraordinary., Part II, 2nd April, 1975]

NOTIFICATION No. S.R.O. 373 (1)/75.–

In exercise of the powers conferred by section 8 of the Companies (Appointment of Legal Advisers) Act, 1974 (Act No. X of 1974), the Federal Government is pleased to make the following rules, namely:

Short title and commencement.–
(1) These rules may be called the Companies (Appointment of Legal Advisers) Rules, 1975.
(2) They shall come into force at once.

2. Definitions.– In the rules, unless the context otherwise requires–,
(a) ‘Act’ means the Companies (Appointment of Legal Advisers) Act, 1974.
(b) ‘Registrar’ means the Registrar as defined in subsection (15) of section 2 of the Companies Act, 1913.

3. Maintenance of register and records.– Every company shall maintain a register in the form set out in Schedule I. Every, company shall obtain a certificate from its legal adviser once a year in the form set out in Schedule II.

4. Furnishing of information by the company.–
(l) Every company shall, within fifteen days of the appointment of a legal adviser by it, furnish in duplicate to the Registrar of the region in which its registered office is situated the name (names of the partners in case of a firm), address and remuneration of the legal adviser.
(2) Every, company shall furnish such additional information or documents as the Registrar may require.
(3) The Registrar shall keep proper record of all the informations received under this rule.

SCHEDULE I

[See rule 3 (I)]

REGISTER OF LEGAL ADVISER

SCHEDULE II
[(See rule 3(2)]
CERTIFICATE
(To be obtained annually from a legal Adviser)

I/We certify that during the year ……………………………………….. I/We was/were not engaged as legal adviser in more than three companies/ ……………………………………….. companies. The particulars of the companies in which I/We was/ were the legal adviser during the year are as follows:-

(Published in the Gazette of Pakistan Extraordinary, dated 12th March, 1972)

(As amended upto 1st May, 1999)

S.R.O.78(I)/71:- In exercise of the powers conferred by section 32 of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Federal Government is pleased to make the following rules to regulate the business of in vestment advisers and investment companies, namely:-

INCORPORATION OF A COMPANY IN PAKISTAN

A company is a legal entity formed under the Companies Ordinance, 1984. It can have share capital having limited liability or can be formed without share capital unlimited liability. A limited liability company may be in the nature of Private or Public company and may be formed as:

(i) A company limited by shares

(ii) A company limited by guarantee

LIMITED LIABILITY COMPANY

The liability of its members is limited to the extent of their shares in the paid-up capital of the company. ?These companies may further be classified as public limited and private limited companies. Public Limited Companies can be formed by at least seven persons by subscribing their names to the ‘Memorandum and Articles of Association’ of the company. The word ‘Limited’ is used as the last word of its name.

Private Limited Companies may be formed by at least two persons by subscribing their names to the ‘Memorandum and Articles of Association’ of the company. A private limited company, by its Articles of Association:

(i) Restricts the right to transfer its shares;
(ii) Limits the number of its members to fifty; and;

(iii) Prohibits any invitation to the public to subscribe for shares or debentures of the company.

A private limited company is required to use the words “(Private) Limited” as the last words of its name.

Company Limited By Shares

The liability of its members is limited to the extent of their shares in the paid-up capital of the company. These companies may further be classified as public limited and private limited companies. Public Limited Companies can be formed by at least seven persons by subscribing their names to the ‘Memorandum and Articles of Association’ of the company. The word ‘Limited’ is used as the last word of its name.

Private Limited Companies may be formed by at least two persons by subscribing their names to the ‘Memorandum and Articles of Association’ of the company. A private limited company, by its Articles of Association:

(i) Restricts the right to transfer its shares;

(ii) Limits the number of its members to fifty; and;

(iii) Prohibits any invitation to the public to subscribe for shares or debentures of the company.

A private limited company is required to use the words “(Private) Limited” as the last words of its name.

Company Limited By Guarantee

A company limited by guarantee means the company having the liability of its members limited by memorandum to such amounts as the members may respectively undertake to contribute to the capital of the company in the event of its winding up. A company limited by guarantee is usually formed on a ‘non profit basis’. Companies limited by guarantee use the words (Guarantee) Limited” as the last words of their name.

FORMING A PUBLIC COMPANY

Any seven or more persons associated for any lawful purpose may, by subscribing their names to the Memorandum of Association and complying with the requirements of the Companies Ordinance, in respect of the registration, form a public company, and any two or more persons, so associated may, in like manner, form a private company.

Prior approval of the ministries (which regulate their respective functions) noted against each category of the following specified nature of companies is required before incorporation of such companies.

(1) Banking Company
Ministry of Finance/State Bank of Pakistan.

(2) Insurance Company
Ministry of Commerce.

(3) Investment Finance Company (Investment-Bank)
(i) Ministry of Finance.
(ii) State Bank of Pakistan.

(4) Leasing Company
Securities and Exchange Commission of Pakistan.

(5) Venture Capital Company
Securities and Exchange Commission of Pakistan.

(6) Asset Management Company
Securities and Exchange Commission of Pakistan.

A company which invests in any of the following industries
(i) Arms and Ammunition
Ministry of Industries/Board of Investment.
(ii) Security Printing, Currency and Mint.

Ministry of Industries/Board of Investment.
(iii) High Explosives.
Ministry of Industries/Board of Investment.

(iv) Radio Active Substances
Ministry of Industries/Board of Investment.

PROCEDURE OF INCORPORATION OF COMPANY

Name Availability

The first step with regard to incorporation of a company is to confirm the availability of the name of the proposed company from the concerned registrar on payment of fees of Rs.100. The name should not be inappropriate, deceptive or designed to offend the religious sensibilities of the people, and it should neither be identical nor have a close resemblance to the name of any existing company.

For companies that wish to open their branch / liaison or representative offices in Pakistan may apply to Board of Investment (BOI) at Kandawala Building,
M. A. Jinnah Road, Karachi
for permission on prescribed form. ?The BOI will process and decide such cases within a period of 6 to 8 weeks.

Details on the required documentation, etc. are available at all offices of the BOI. A specimen of the application for permission to establish branch/liaison offices by foreign companies is presented in Annex-XXI.?

Permission for opening of branch/liaison offices will be granted by the BOI for a period of 3 to 5 years. Further extensions will be granted by the BOI after reviewing and examining the past performance of foreign companies. Requests for renewal or extension will be processed by the BOI within two weeks provided the requests are supported with complete documentation

REQUIRED DOCUMENTS TO INCORPORATE A FOREIGN COMPANY IN PAKISTAN

A foreign company incorporated outside Pakistan, is required to submit the following documents to the concerned agencies within 30 days of establishing presence in Pakistan:

1. A certified copy of the charter, statute or Memorandum and Articles of the company, in English or Urdu, accompanied by prescribed Form 38.

2. Address of the registered or principal office of the company on Form 39.

3. A list of Directors, the Chief Executive and Secretaries (if any) of the company on Form 40.

4. Particulars of the principal officer of the company in Pakistan on Form 41.

5. Particulars of person (s) resident in Pakistan authorized to accept services on behalf of the foreign company on Form 42.

6. Address of the principal place of business in Pakistan of the foreign company on Form 43.

Any change or alteration in particulars stated at serial No. 1 to 6 above is required to be filed on Form 44 with the registrar concerned within 30 days of such change or alteration.

Foreign company is required to file annually with the registrar concerned its annual accounts in respect of the operations within Pakistan as well as its global accounts together with the list of Pakistani members and debenture holders and particulars of places of business of the company in Pakistan within the prescribed period.

Foreign company is required to give notice on Form 46 to the registrar concerned at least 30 days before it intends to cease to have a place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the province or provinces in which such place or places of business are situate.;

Companies doing business in Pakistan must register with the Registrar of Companies under the Companies Ordinance, 1984.Securities & Exchange Commission of Pakistan (SECP) is responsible for this registration.

LIAISON OFFICES OF FOREIGN FIRMS

Foreign companies that intend to undertake export activities Pakistan will be registered without families

Permission to companies engaged in contractual obligation of contracts will be granted on production of valid documents with circulating to government departments the activities of the foreign airline companies, Pakistani General Sales Agents and

Courier Companies do not come under the industrial category and therefore, in order to monitor their operations the government may continue to grant permission for their liaison office in consultation with the concerned agencies

Permission for opening a liaison office will be granted by BOI in consultation with the concerned agencies. A specimen of application form for permission for Pakistani firms to work as agent for Foreign Firms is presented in Annex-XX.?

FEES TO BE PAID TO THE REGISTRAR OF COMPANIES