Small and Medium Enterprise Development (SMEDA “) was established to provide a new impetus by the launch of an aggressive SME development strategy economic.

In October 1998, the company since its inception, SMEDA to take a sector approach to promote the development of SMEs. The standard exists SMEs select number of priority areas. Conducted in-depth research and comprehensive development plan, formulated after identifying obstacles and flame retardants. Consider other important aspects of the full range of sectors involved in the overhaul of the regulatory environment, including the development of financial, marketing, technical and human resources development strategy.
SMEDA strategy has been successfully developed for various departments, including fruits and vegetables, marble, granite, gems and jewelery, marine fisheries, leather and footwear, textiles, surgical instruments, transport and dairy products. The development of small and medium-sized enterprises in the broader range of tasks still need more coverage, and increase the influence of business in SMEDA field.

With key industries and a wide range of services available to small and medium enterprises, to enhance the interaction between the stakeholders and other factors led the SMEDA, counter system, a unique business development facilities, training, and small and medium-sized enterprises by sector studies, the development of a variety of publications and information dissemination.

The role of the legal services cell

Legal services cell LSC] is the SMEDA part of the Business Development Department, and provides an overall convenience and support small and medium enterprises play a key role. LSC provides guidance, according to the actual situation, the SMEs in Pakistan and other regions of the world.

LSC believes that the dissemination of information between the current regulatory environment for small and medium-sized enterprises is very important, it can play a pivotal role in sustainable development.

In order to facilitate at the micro level, LSC has developed a user-friendly system, it provides a detailed description of the laws and regulations, in order to comply with the required procedures and steps, including small and medium enterprises.

The purpose of this document is to provide company registration / registration program for SMEs. Interested companies to deepen about the program, they can also use the file, and the files required to comply with the registration procedures. In order to facilitate the reader also includes flow charts and examples of the various forms of treatment.

Legal services cell company registration procedures

What is the company?

Company legal entities, in addition to its members, to be able to own the rights and obligations, and given the potential of perpetual succession. This is a complex, centralized, economic, administrative structure run by professional managers hired capital investors in other words, a company means some people registered under Companies Ordinance, 1984.

“Companies Ordinance, 1984.

This is Pakistan to deal with the most powerful legal company registration process. Its main purpose is to promote investment and economic development of Pakistan, also corporate enterprises in the healthy growth and the protection of investors and creditors.

All kinds of enterprises.

With more and more complexity of the corporate world, companies take different forms, as time goes on. However, two basic types of companies are still as follows:

 Private Limited

Any one or more persons formed for a lawful purpose by subscribing to the memorandum of association, a private company. (“Companies Ordinance, 1984)

 Public Co., Ltd.

Any three or more persons may form a public limited liability company, and in the same manner and purpose of any seven or more people can form a listed company. (“Companies Ordinance, 1984)

Both the company and the above limitation by share or guarantee, or unlimited.

Advantage of the company’s business model.

Where greater mobilization of capital need these resources can not be provided, the formation of the company is wise because it is the only form of business organization which provides privileges the responsibility of the members of the company’s debt limit.

Legal services cell company registration procedures

Why is it important to register a company?

The Companies Ordinance, 1984, strict rules, the company may not for the acquisition formed by the gain of its business model, unless it is registered under the Ordinance for the company. Therefore, any person to do so in violation of the provisions of the Ordinance, shall be liable for payment of the fine may extend rupees. 5000, but also for all business liabilities.

Registered office. (CRO)

For the convenience of the general public and the company’s promoters, the U.S. Securities and Exchange Pakistan (SECP) has set up seven of the company’s registered office (contract research organization) in Islamabad, Karachi, Lahore, Peshawar, Faisalabad, wood Multan and Quetta. Contract research organization (CRO) main function is to provide services and guidance to ensure that its directors are in line with the statutory requirements, the registration of the new company, under the Companies Ordinance, 1984. Companies to maintain a given contract research organization (CRO), is a public record, investors, shareholders and other relevant records, inspection records, when required by them and any company, they can also get any specific documents certified a copy, in accordance with the provisions of the program.

Formation, the establishment and registration of companies.

For convenience, this process can be further divided into:

a) in the pre-registration phase. b) The Company was established after the first stage.

Two stages required to submit various documents, fees and stamp duty on the Registrar of Companies.

Pre-registration phase

Some people called the the promoters formed under the company’s mission. Some of the files of the Registrar of Companies must be prepared and submitted in order to register the promoters of the company, and to pay fees and stamp duty. These documents are submitted to the Registrar in the province or in part, Pakistan has not formed a part of the province, as the case may be, at the registered office of the company is located in the memorandum noted that under section 30 of the Companies Ordinance, in 1984.

Legal services cell company registration procedures

The formation of the company (flowchart)

Sign up for a private / public company

-A single person, may form a single member. Any one or more persons may form a private company, three or more people, may form a public company – seven or more people can form a listed company

The availability of the application name

Certain categories of companies are required to obtain prior approval of the relevant Ministry / deptt.

 Banking Company of non-bank financial companies   A company brokers  a currency exchange  security company  associations or trade organizations, not for profit U / S 42.

The documents required for the registration of private companies

Association, the witnesses signed by each member of the memorandum of association and articles of association of the four, including a special stamp paste, copy of NIC promoters

 FORM-1 Declaration of Conformity, a prerequisite. 1 person witness, and affixed with a stamp of Rs 50.  Table 21 in the position of the registered office of Table 29, the directors, secretary, accounting   the original challan registered / filing fees.

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Other documents submitted by the public limited liability company.

 Form 27 people agreed to serve as directors list.

 Form 28 agreed to a director / chief

Other documents submitted by the single-member companies

 Table S1 nomination on behalf of the Director.

Legal services cell company registration procedures

The form of a schematic view of the flowchart of the above require the formation and registration, but this process also involves some further details will be discussed below.

Under the Companies Ordinance 174, 1984 –

(A) Each member shall have at least one director; (b) all other private companies are required to have not less than two directors and c) each listed company other than listed companies shall be not less than three directors (d) all listed companies should be in the shareholders’ general meeting the provisions of this Ordinance was elected directors at least seven people.

Ministry / department prior approval

The following types of companies need to register a new company aspects prior approval from the relevant ministries or departments under the Companies Ordinance, 1984

A banking company

I) Finance two) State Bank of Pakistan

The non-banking financial company (NBFC)

Securities and Exchange Commission of Pakistan (part-VIII-A and read non-banking financial companies (Establishment and Regulations) provides that section 282 of the Companies Ordinance of 2003, 1984

A company brokerage firm

Stock Exchange under Article 8 of the Securities and Exchange Ordinance, 1969 (transfer) in support of the proposed company member ship card

A currency exchange company

State Bank of Pakistan

The security guard company which owns the object

Ministry of the Interior

Association not for profit U / S “Companies Ordinance, 1984 42

Securities and Exchange Commission of Pakistan permits

A trade organization, U / S 42

From the Commerce Department license

Legal services cell company registration procedures

The availability of the application name

Company  application availability must be with the original challan fee payment of Rs.200 Registrar of accompanied  The name can not be inappropriate, deceptive, designed to exploit or protect any religion, or close similar to an existing company name.  within two days after receipt of the application, issued by the Registrar of the availability of certificate name, if he thinks fit.  the name was retained for 30 days, from the availability of the name of the certificate received.  the promoters, the company failed to register the certificate within 30 days from the date of receipt, the Director may be assigned other names of any other application of the same name.

Memorandum of Association

 company’s founder ready to organize the memorandum.  This is the most important documents of the company.  This is the company’s articles of association, and define its powers and national goals.

Mandatory content of the memorandum of association as follows:

1. The name of Terms

The name clause must include:

A) public limited liability company in the last word of the word “limited”. b) in the case of (Private) Limited “last word, a private limited company. C) “(SMC Private) Limited”, the last words of a single member private limited company.

2. Details of the registered office

The clause must specify the address, corporate offices.

3. Object clause

This is the most important part of the memorandum of association of the wording is very careful. A company can not legally take any business, and did not authorize its object clause. Object clause can not contain anything to the contrary, in 1984, “the provisions of the Companies Ordinance. It is usually very lengthy and

Legal services cell company registration procedures

Then expanded the scope of the company’s activities and to do all other things incidental or conductive environment of the object. ‘

4. Liability clause

Clause must include the company’s restricted shares or guarantee. This statement, if the company is wound up, the members of the company will not assume any liability contribution amount, if any, of their shares has not been paid, the case of shares in a limited liability company. In the case of company limited by guarantee, members are committed to contribute to the specific amount of the company’s assets.

5. Share capital of Terms

The following information is provided in this section, except share capital and unlimited guarantee companies:

A) the amount of the share capital of the company was established and registered. b) The share capital of the department for a fixed amount of shares.

Members of the association that a user must sign the memorandum of association.

“Articles of Association”

 memorandum of association, articles of association, which relates to the internal management of the company. The   Rules under the relevant provisions and instructions, by law, the company intends to guide and regulate the day-to-day work, such as the transfer of the shares, the shareholders’ meeting, to vote, notification organizations memorandum user must sign the Articles of Association .  These members also can be used whole or any part of the provisions listed in the table, a Schedule to the Companies Ordinance, 1984, they did not prepare the articles of association.

Apply for the required documents:

A) a private limited liability company

One case of a copy of the national identity card or passport foreigners, all the promoters / subscribe and witnesses of the Memorandum of Association and Articles of Association. II. 4 copies of the Company’s Memorandum of Association and Articles of Association duly signed by each user of the presence of a witness. A copy of the special adhesive stamps should be affixed with Stamp Duty Act, 1899 (Table 1) exchange rate. (Annex.1)

Legal services cell company registration procedures

III. The availability of the name of the Registrar a copy of the certificate issued. IV. Properly completed and signed Form 1 (Annex 2) in triplicate. In this way is a prerequisite for the establishment of the Declaration of Conformity of the Company. Table 1 also need a witness should be affixed with a stamp of Rs. By any person 50/-.This statement:

A) advocate entitled to appear before the High Court / Supreme Court B Block) A certified public accountant / A Cost and Management Accountants practicing in Pakistan.

Five of the Company within 28 days from the date of the establishment of the notification form (Annex 3), the whereabouts of its registered office, in order to facilitate communication, for convenience, this form is usually with the submission of registration documents. VI. Details of the directors and other officers of the Form 29 (Annex 4). In fact, the directors shall, within 14 days selected by the user from the date of the establishment, but in order to facilitate communication, for convenience, this form is usually submitted registration documents. VII. Authorized branches of Habib Bank Limited registration / filing fees or bank draft / certified copy of the original payment challan to / pay drawn in favor of the amount prescribed by the Securities and Exchange Commission of Pakistan. (Table 2). (Annex.5) VIII. Power of Attorney million rupees stamp paper and notarized, signed by all the promoters, is conducive to advocate / consultant / or any other person’s inadequacies, if any, in the memorandum and articles of association may be pointed out certificate of registration by the Registrar and the company collected.

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B) Public limited liability company

In addition to the documents to be submitted by the private limited liability company, a public limited liability company, is required to submit the following.

a) Form 27 (Annex.6), the list of people who agreed to serve as directors. B) Form 28 (Annex.7) agreed to serve as Director / Chief Executive Officer.

C) single-member companies

By SRO single Member Services Rules, 1086 (1) notice issued in 2003/2003, no one can form a pattern of a single member private limited company and the name of the style as “abc (SMS Private) Limited.

All registered private limited liability company requirement also applies to a single member. In addition to these, the following further requirements to be satisfied:

Legal services cell company registration procedures

1. Form S-1 (Annex.8): nominate at least two people, one as a nominated director of the legal heirs of the shares for sale to the management of affairs of the Company and other individuals as an alternative in the case of a single member of the death until the case of non-availability nominated directors nominated directors. There is no these was nominated members or company secretary of the company.

2. Appointed secretary: Single Member Company shall appoint a secretary and incorporated within fifteen days from the date of the notice relating to the appointment of Form 29 (Annex.9) the appointed date within 14 days, but in order to facilitate communication and the sake of convenience This usually takes the form of registration documents submitted.

D) to provide security services at the object

In addition to the above documents will be submitted to the Ministry of the Interior further documents / requirements / information security object granted NOC:

 nine additional set of each of the files in the above paragraphs 1 and 2. This is related to the terms of the memorandum should not contain any business other than the securities business-related.  biological data for each user / promoter. Former army officers should clearly show that the number of PA Corps and usual residential address, each child must be complete and legible.  prove the photos of each user.  financial position / bank bill users (total wealth should not be less than 1.5 million).

E) The Company is not profitable (U / S 42 “Companies Ordinance”, 1984)

The document gives the registration requirements of the public limited liability company / company registration also applies to non-profit purposes. In addition to these requirements, in the case of a trade organization, the case of a license issued by the Ministry of Commerce, not for profit association, a license issued by the Securities and Exchange Commission of Pakistan need. Application to obtain the required permits from the Commission shall be accompanied by:

 memorandum and articles of association.  biological data, each sub.  Declaration. (What kind of impact)  The proposed collaboration promoters as the name of any company.  estimated annual income and expenditure  brief statement of the work has been completed, the work to be done. (42 and 6)

Legal services cell company registration procedures

Foreign company to establish its place of business in Pakistan.

The business foreign company within 30 days from the date on which the Pakistan must meet the following requirements:

1. Table 38 (Annex.10) submitted together with a certified copy of the articles of association, the regulations or the company’s memorandum and articles of association, duly certified:

(A) the public officers of companies incorporated in the host country whose custody the original submitted or (b) in the country of a notary public company incorporated or (c) a responsible officer of the company of the company’s country of incorporation

Certified people, should be signed or sealed by a Pakistani diplomatic consular or consular officer of the identity verification.

Further charter shall be submitted, if it is in a language other than English, it was translated into English or Urdu language certified personnel and above given proof of -38 way.

2. -39 Form (Annex.11) notification of address or registered office or principal office of the Company. 3. Details of the table 40 (Annex.12) directors, chief executive and secretary (if any), or any changes. 4. Table 41 (Annex.13) the principal officials of the company in Pakistan or any changes to the details. 5. Table 42 (Annex.14) show details of the person (s) residing in Pakistan authorized to accept service on behalf of foreign companies, as well as the case of appointment for a certified copy of the authorization the Board of Directors of the resolution and agreed principles of Director. 6. Table 43 (Annex.15), the address of the principal place of business of the foreign company in Pakistan. 7. Investment Committee (BOI) with specific validity period of the opening and maintenance company by a foreign branch / liaison office letter of permission. 8. The power lawyer favor, principal officials / authorized person to sign the registration filings. That is at the origin, power of attorney notarized authorization. 9. Copy the principle director of NIC or the foreigner passport copy.

Converted to a single member of the multi-member private limited liability company

A single member can convert more than one member of a private limited liability company, take the following steps:

Legal services cell company registration procedures

1. Increase the number from a special resolution to this effect. 2. Within seven days by a special resolution of the shares to be transferred to the new members. 3. The constitution may be amended within thirty days of the date of the corresponding article. 4. Within 15 days after the appointment / special resolution, in addition to the existing single director, the election of one or more of the directors. 5. Notify the SECP on the appointment form 29 / elections within 14 days. 6. This fact notify the applicant within sixty days from the date, of writing-S-2 (Annex.16) the Registrar of the special resolution passed.

Convert a single member of the multi-member private limited liability company

Can be converted into a single member of any of the existing multi-member private limited liability company. For this purpose, it is necessary to comply with the following requirements:

1. By a special resolution, the state must change. 2. Make the necessary changes in the company’s articles. 3. Seeking approval of the SECP this change needs. Must be submitted for approval within 30 days after the adoption of the single special resolution of the members of the company’s status changes to Form S-4 (Annex.17). 4. Transfer of shares within 15 days after the approval from the SECP 5, the name of the individual members. Notify the Board of Directors at the date of the transfer of shares from the -29 table within fourteen days of the change. 6. Before the status change in the date of the approval of a certified copy of Form the Registrar of S-5 (Annex.18) command within 15 days from the notification. 7. Form S-1 file nominate at least two separate shares for sale as a nominated directors to the legal heirs and action of other individuals, the management of affairs of the Company in the case of a single member of the death, until the nomination of directors as an alternative nomination of directors, within fifteen days from the date of the Registrar availability. There is no these was nominated members or company secretary of the company.

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Post registration phase

After the establishment phase is almost the same private and public companies in a few minor differences.

Private companies incorporated after 1. From the date of establishment of private companies to conduct business.

Legal services cell company registration procedures

2. Incorporated the first annual general meeting to be held within eighteen months (Section158). A type (Annex.19), the date of registration to be filed within 30 days. 3. Subsequent annual general meeting will be held once a year, within six months after the end of its financial year, and no more than 15 months after the last annual general meeting held. 4. The first election of directors at the first annual general meeting. The re-election should be conducted every three years. (176 & 178) 5. Provisions are required to submit annual returns of Form-A in registration at the end of each year. 6. Paid-in capital increase, the company needs to offer new shares to its members. Circular should be distributed to all members (under section 86 (3) of the Ordinance). A copy will also be submitted to the relevant registration office, and thereafter in Table 3 (Annex.20) allotted shares the day to be filed within 30 days. 7. The directors of the Company, the Chief Executive Officer, auditor, chief accountant of any appointment or change shall notify the the registration filing form -29. This is any appointments or changes will be completed within 14 working days. 8. The first auditors of the company must be appointed within 60 days from the date of incorporation. Subsequent auditors must only be appointed at the AGM. 9. Each from the company’s mortgage or mortgage their properties, with the registration. After any changes should also be registered.

After the establishment of the company’s publicly traded companies.

1. The public offering of the company may not be able to conduct business, unless the certificate of “doing business” from registration. 2. The period of a statutory meeting shall be held not less than three months, shall not exceed six months from the date that it is entitled to commence business. A member of a statutory report at least 21 days before this meeting.5 legal copy of the report of the official certification should immediately send the report to be delivered to the Registrar of the members shall be forwarded. 3. The first audited accounts shall be held within 18 months from the date of establishment of the annual general meeting. The five officially certified copies of accounts and annual returns in the form of “A” to the Registrar submitted to the annual general meeting within 30 days from the date of. 4. Subsequent annual general meeting shall be convened once a year, which accounts audited. Each annual general meeting must be held by the end of the six months of the financial year, no more than 15 months after the last meeting. 5. As shown above, private company directors appointed by the program is exactly the same. 6. Discussed in private companies, the directors / chief executives, auditors, secretary, chief accountant, legal advisor of any changes should be carried out in the same way. 7. The same process should also increase the paid-up capital of the above remarks.

Legal services cell company registration procedures

Companies with foreign investment / collaboration

Any government approval to allow foreign investors to hold 100% equity interest in industrial projects. No government sanction is required for any industry, field activities, in addition to the following location and size:

A. weapons and ammunition. B. High Explosive D. C. radioactive material security printing, currency and mint.

Used in the manufacture of alcoholic beverages or wine, no new units will be allowed. There is no requirement to obtain a no-objection certificate “(NOC) to locate the project by the provincial government anywhere in the country, in addition to be notified as negative areas. Investment policy announced by the Government of Pakistan in 1997, has been repatriation able to allow foreign investment in agriculture basic services, infrastructure and community for each condition. they will simply register a company with the U.S. Securities and Exchange Commission under the Ordinance, and to inform the State Bank of Pakistan provided the relevant conditions are met.

(A) Services:

Activity

Service sector foreign direct investment (FDI) is allowed in any activity of any condition, service needs prior permission / NOC or permission from the relevant agencies will continue to receive the same treatment, until and unless by these agencies and departments policy provides that the list of telecommunications deregulation –

One) E-mail/Internet/Electronic information services (EIS) b) data communication network services c) trunked radio service d) cellular mobile telephone service electronic) Audiotex service F) voice mail service) card payphone service h) Close the user i) international satellite operators domestic data communications Ĵ) of the Group’s banking paging services k) Vehicle Tracking System (VTS) l) anti-theft alarm system (BAS) M), Global Mobile Personal Communications System (GMPCS)

Legal services cell company registration procedures

n) any other telecom services, which is the next release, will become part of this list.

Note: – these sectors has not been deregulated and cooperation with PTCL Pakistan Telecommunication Company Limited (PTCL), open to foreign investors

Condition

I. The amount of foreign equity investment in the company / project should be at least $ 300,000. (B) to allow foreign investors to hold 100% interest in the main case, repatriation of profits should be limited to a maximum of 60% of the total equity, profit or minimum 40% stake held by the Pakistani investors (including the sale of shares within five years listed on the Stock Exchange).

(B) the infrastructure sector:

Activities infrastructure construction projects, including the development of the industrial zone

Condition

I. The amount of foreign equity investment in the company / project should be at least $ 300,000. (B) to allow 100% foreign equity repatriation basis.

(C) the social sector:

Activities in education, technical / vocational training, human resources development (HRD), hospitals, medical and diagnostic services. ”

Condition

I. The amount of foreign equity investment in the company / project should be at least $ 300,000. (B) to allow 100% foreign equity.

(D) the departments of corporate agriculture farming (CAF):