2.
*Companies (Registratio
*Companies
(Registration Offices) Regulations, 2003
S.R.O. 891(1)/2003, Islamabad, the 5th September,
2003.- In exercise of the powers conferred by sub-section (2) of section 466 of the
Companies Ordinance, 1984 (XLVII of 1984), read with clause (c) of section
43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), and in
supersession of the Notification No. S.R.O. 1139(1)/86, dated the 30th December, 1986, the Securities and Exchange Commission of Pakistan is pleased to
make the following regulations, namely:-
1. Short title and commencement.- (1) These
regulations may be called the Companies (Registration Offices) Regulations, 2003.
(2) They shall come into force at
once.
2. Definitions.- (1) In these
Regulations, unless there is anything repugnant in the subject or' context,-
(a) "Annex" means an annexure to these
regulations;
(b) "Company Registration
Office" means an office established by the Commission under sub-section (1) of
section 466;
l[(ba) "CUIN" means. a corporate universal identification number which is a sequential
computer generated number assigned to every "company;]
(c) "electronic database" means the
system for maintaining a database 2[electronically in respect of all
the record of companies]and includes the Corporate Registration System, Corporate
Compliance and Facilitation System, and Diary System;
,
l[(ca) "eServices"
means any service or means provided by the Commission for the submission, filing,
processing, recording or\ registration of
documents electronically;]
(d) "Ordinance" means the Companies
Ordinance, 1984 (XLVII of 1984);
(e) "registrar concerned" means additional
registrar, joint registrar, deputy registrar or assistant registrar who is
incharge of a Company Registration Office in which a company is registered or
in whose territorial jurisdiction its registered office is situated;
───────────────────────────────────────────
*Superseding "Companies (Registration Offices) Regulations, 1986".
1Clauses "(ba) & (ca)” inserted by SRO 599(1)/2011 dated June 13, 2011.
1Clauses "(ba) & (ca)” inserted by SRO 599(1)/2011 dated June 13, 2011.
2Substituted for "relating to company information" by SRO 599(1)/2011 dated June 13, 2011.
3.
1[ ]
(g) "Schedule" means a Schedule to the Ordinance; and
(h) "section" means a
section of the Ordinance.
(2) The words and expressions used but
not defined herein shall have the same meaning as are assigned to them in the Ordinance.
3. Establishment of Company Registration Offices.- (1) For registration of
companies and performing other duties under the Ordinance, the Commission shall establish Company
Registration Offices at the places specified in column (2) of the Table below, with jurisdiction extending to companies,
not being companies to which section 5 applies, having registered offices in the territories
specified in column (3) of the said table.
TABLE
|
S. No.
|
Place.
|
Territory.
|
|||
|
(1)
|
(2)
|
(3)
|
|||
|
1.
|
Faisalabad.
|
The Civil Divisions of
Faisalabad and Sargodha except district of Bhakkar in the Province of Punjab.
|
|||
|
2.
|
Islamabad.
|
The Civil
Division of Rawalpindi in the Province of Punjab 'and the
Islamabad Capital Territory.
|
|||
|
3.
|
Karachi.
|
The Civil
Divisions of Karachi, Hyderabad and Mir Pur Khas in the Province of Sindh
|
|||
|
4.
|
Lahore.
|
The Civil
Divisions of Lahore and Gujranwala, districts of Sahiwal and Pakpatan
except tehsil of Chichawatni in the Province of Punjab.
|
|||
|
5.
|
Multan.
|
The Civil Divisions of Multan, Bahawalpur and
Dera Ghazi Khan, district of Bhakkar and tehsil of Chichawatni in the Province of Punjab.
|
|||
|
6.
|
Peshawar.
|
The Province of the 2[Khyber Pakhtunkhawa], the Federally
Administered Tribal Areas and the Provincially Administered Tribal
Areas to which the executive' authority of the Province of the 2[Khyber
Pakhtunkhawa] extends.
|
|||
|
7.
|
Quetta.
|
The Province of Baluchistan and theProvincially
Administered Tribal Areas to which the executive authority of the Province of Baluchistan extends. |
|||
|
8.
|
Sukkur.
|
The Civil Divisions of Sukkur and Larkana in the Province of Sindh.
|
|||
lClause (f) omitted by SRO 599(1)/2011 dated June 13; 201l.
2Substituted
for "North-West Frontier" by SRO 599(1)/2011 dated June 13, 2011.
Cl. (f) omission.- Before omission it read as follows:-
"(f)"Registrar of Companies" means the
Registrar posted at headquarters of the Commission and includes an additional registrar;"
l[(1A)
Notwithstanding the provisions of Regulation 3(1), Company Registration Offices
may function beyond their territorial jurisdiction to the extent and manner as
may be specified by the Commission from time to time.]
2[(2) The Company Registration
Offices shall observe such working hours as may, from time to time, be approved
by the Commission, and shall, with the exception of public holidays, be open
for transaction of business with the public, for Monday to Thursday, from 09:00
A.M. to 1:00 P.M. and 2:00 P.M. to 3:00 P.M.; and for Friday, from 09:00 A.M.
to 1:00 P.M. and from 2:30 P.M. to 3:30 P.M.]
(3) Every Company Registration Office
shall have a seal for authentication of documents required for or in connection
with registration of companies:
Provided that
the design of the seal shall require approval of the Registrar of Companies.
4.
Suggestions and complaint box.- In every Company
Registration Office, there shall be placed a "suggestions and complaint
box" at a conspicuous place to receive feedback from the public regarding the working of Company Registration Office or for any other difficulty or complaint and the box shall be opened by the person authorized by the Registrar of Companies.
box" at a conspicuous place to receive feedback from the public regarding the working of Company Registration Office or for any other difficulty or complaint and the box shall be opened by the person authorized by the Registrar of Companies.
5.
Incorporation of companies.- (1) The
certificate of incorporation, issued in pursuance of section 32, shall be in
the form as
set out in Annex A.
set out in Annex A.
3[(2) Every
company which is incorporated shall be assigned a CUIN and the company
registration number assigned previously to a company shall be replaced with a
CUIN.]
──────────────────────────────────────────────────────────────────────────────────────────────
lSub-regulation (lA) inserted by SRO 599(1)/2011 dated June 13, 2011.
2Sub-regulation 3(2) substituted by SRO 599(1)/2011 dated June 13, 2011.
3Sub-regulation 5(2) substituted SRO 599(1)/2011 dated June 13, 2011.
2Sub-regulation 3(2) substituted by SRO 599(1)/2011 dated June 13, 2011.
3Sub-regulation 5(2) substituted SRO 599(1)/2011 dated June 13, 2011.
────────────────────────────────────────────────────────────
Sub-regulation 3(2), Substitution.- Before substitution it read as follows:-
"(2) The Company
Registration Offices shall observe such working hours as may, from time to
time, be approved by the Commission for those offices, and shall, with the exception
of public holidays, be open, between the hours of 10:00 A.M. and 2:00 P.M. from
Monday to Friday, for transaction of business with the public."
Sub-regulation 5(2), Substitution.- Before substitution it read as follows:-
"(2) Every company
which is incorporated shall be assigned a company registration number which
shall be a consecutive number generated by electronic database to be used as an
identification number for that company and shall be stated on the certificate
of incorporation and all relevant documents or papers relating to the
company."
l[ ]
(4)
Every
company formed or incorporated outside Pakistan which has 2[established] a
place of business in Pakistan and 3[delivers] documents pursuant
to the provisions contained in 4[section 451] of the Ordinance shall 5[ ] be
assigned a 6[CUIN and be issued a certificate of registration of
documents in the form as set out in Annexure AA].
7[(5)
The
registrar. concerned shall before issuing any certificate under this regulation,
register the documents required to be registered under the Ordinance and upload
the copy of the certificate duly signed by him in the electronic database
through eServices.].
8[ ]
9[5A. Transfer of documents.- In case a company changes its place of
registered office from the territorial jurisdiction of a Company
Registration Office to another, the registrar of such Company Registration Office shall, send within seven days, all the physical record relating to that company to the registrar in whose territorial jurisdiction the registered office of the company is shifted.]
Registration Office to another, the registrar of such Company Registration Office shall, send within seven days, all the physical record relating to that company to the registrar in whose territorial jurisdiction the registered office of the company is shifted.]
lSub-regulation 5(3) omitted by SR0599(I)/2011 dated June 13, 2011.
2Word inserted by SRO 599(1)/2011 dated June 13, 2011.
2Word inserted by SRO 599(1)/2011 dated June 13, 2011.
3Substituted for "files" by SRO 599(1)/2611 dated June 13, 2011.
4Substituted for "Part XIV' by SRO 599(1)/2011 dated June 13, 2011.
5Word "also" omitted by SRO 599(1)/2011 dated June 13, 2011.
4Substituted for "Part XIV' by SRO 599(1)/2011 dated June 13, 2011.
5Word "also" omitted by SRO 599(1)/2011 dated June 13, 2011.
6Substituted for
"company registration number in the same manner as provided in clause (2)" by SRO 599(1)/2011 dated June 13, 2011.
7Sub-regulation 5(5) substituted by SRO 599(1)/2011 dated June 13, 2011.
8Sub-regulation 5(6) omitted by SRO 599(1)/2011 dated June 13, 2011.
9Regulation 5A-inserted by SRO 599(1)/2011 dated June 13, 2011.
8Sub-regulation 5(6) omitted by SRO 599(1)/2011 dated June 13, 2011.
9Regulation 5A-inserted by SRO 599(1)/2011 dated June 13, 2011.
Sub-regulation 5(3), Omission.-
Before omission it read as follows:-
"(3) Where a company transfers its registered office
from the territorial jurisdiction of one Company Registration Office to
another, the company identification number of such company shall be changed by
the Company Registration Office in whose territorial jurisdiction its
registered office is transferred, to the extent It is necessary to reflect the
change of the Company Registration Office."
change of the Company Registration Office."
Sub-regulation 5(5), Substitution.-
Before substitution it read as follows:-
"(5) The registrar concerned shall cause the fact of
certificate of incorporation having been granted, the date of incorporation and the company registration number to
be entered on the stamped memorandum and articles of association under' the dated signature of the registrar
concerned issuing the certificate of incorporation and also cause a copy of the certificate of incorporation to be attached to the
memorandum and articles of association of the company."
Sub-regulation 5(6) Omission.- Before
omission it read as follows:-
"(6) The company registration
number and the name and designation of the registrar concerned with his dated
signature shall be 'affixed on all
certificates and other documents and papers issued by the Company Registration
Office with which the company is for the time being registered."
6. Issuance of
certificates.- 1[(1)] The registrar concerned shall cause the issue
of following certificates, namely:-
(a) The certificate of incorporation for effecting the
change of name of a company for the purpose of section 40 in the form as
set out in Annexure B;
(b) the certificate for conversion of a public company
into a private company for the purpose of sub-section (2) of section 41 in the
form as set out in Annexure C;
(c) the certificate for conversion of a private company
into a public company for the purpose of sub-section (3) of section 41 in
the form as set out in Annexure D;
(d) certificate of registration of mortgage or charge, etc., for the purposes
of section 127 in the form as set out in Annex E; and
(e) certificate for commencement of business for the
purposes of sub-section (2) of section 146 in the form as set out in Annex F.
2[(2)The registrar concerned shall before issuing any
certificate under this regulation, register the documents required to be
registered under the Ordinance and upload a copy of the certificate duly
singed by him in eServices.]
3[7. Uploading physical documents into eServices.- The registrar
concerned shall upload or cause to be uploaded the scanned images of all
documents filed in physical form in relation to every company and enter or
cause to be entered all the relevant information in the electronic database
through eServices.].
3[8. Maintenance of information in
the electronic database.- It shall be the responsibility
of the registrar concerned to maintain correct information in the electronic
database and in case of any discrepancy he shall immediately report the same to
the Registrar of Companies for rectification thereof who shall ensure its
immediate correction and communicate to the registrar concerned accordingly.]
1Rule 6 renumbered as 6(1) by SRO 599(1)/2011 dated June 13, 201l.
2Sub.regulation 6(2) inserted by SRO 599(1)/2011 dated June 13, 2011.
3Regulations 7 & 8 substituted by SRO 599(1)/2011 dated June 13, 2011:
2Sub.regulation 6(2) inserted by SRO 599(1)/2011 dated June 13, 2011.
3Regulations 7 & 8 substituted by SRO 599(1)/2011 dated June 13, 2011:
Regulations 7 & 8 Substitution.- Before substitution it read as follows:-
"7. Data entry.- The registrar concerned shall cause all incoming documents filed by, or on behalf, of companies registered with a Company Registration
Office to be entered in the electronic database on the day it is received."
"8. Document Management System.-. The documents identified by the Commission for storage of image in the Document Management
System shall, before being entered in the computer system, be scanned and image
stored in the Document Management System on the day on which such documents are
received:"
1[9. Examination of documents, etc.- (1) The registrar concerned shall examine or cause to be examined,
every document received by him which is required or authorized by or under the. Ordinance to be
filed, recorded or registered, with the registrar.
lRegulation 9 substituted by SRO 599(I)/2011 dated June 13,
2011.
Regulation 9 Substitution.- Before
substitution it read as follows:-
"9. Time period for examination of documents, applications, etc.- The registrar
concerned shall examine, or cause to be examined, every document received in a Company Registration Office
which is required
or authorized by or under the Ordinance to be registered, recorded or filed with the
registrar concerned within the period as specified in column (3) of the Table
below against each document, application, etc., as specified in column (2) of the said
table, and in case of delay, reasons and circumstances causing the delay shall
be recorded.
TABLE
|
S. No
|
Description
|
Period
|
|
(1)
|
(2)
|
(3)
|
|
1.
|
Application for availability of name
(Section 39).
|
1 day
|
|
2.
|
Application for the
approval of change of name (Section 39).
|
2 days
|
|
3.
|
Issuance of certificate for change of name after the receipt
of the
approval (Section 41). |
1 day
|
|
4.
|
Documents for conversion of the status of a
private company to a
public company (Section 45). |
2 days
|
|
5.
|
Issuance of filing certificate after the receipt of certified
copy of
Court order (Section 102). |
2 days
|
|
6.
|
Registration
of mortgage or charge (Section 121).
|
1 day
|
|
7.
|
Registration of satisfaction of mortgage or charge (Section 132).
|
1 day
|
|
8.
|
Application for issuance of commencement of business
certificate
(Section 146). |
2 days
|
|
9.
|
Application for grant of extension in holding
AGM - a public unlisted company (where powers delegated) or a
private company
(Sections 158 and 233). |
2 days
|
|
10.
|
Issuance of filing certificate on the receipt of
certified copy of Court order under sections 284 and 290.
|
3 days
|
|
11.
|
Application for the certified copy of documents filed, registered or
recorded [Section 466(6)].
|
1 day
|
|
12.
|
Inspection of documents kept by the Registrar [Section
466(6)]
|
1 day
|
|
13.
|
Issuance of filing certificates of any return or document.
|
2 days
|
|
14.
|
Issuance of registration certificate in respect of the
documents filed under sections 370 and 382.
|
3 days
|
|
15.
|
Issuance of the filing certificates of documents filed
by a foreign
company under sections 451, 452 and 453. |
2 days
|
|
16.
|
Making minute of an order filed under
sections 315, 319 and 350(2) in the books relating to a company."
|
3 days
|
(2) The
registrar concerned shall observe the time frame as specified in column (3) of
the Table below for the disposal of matters specified in column (2) of the said
table.
TABLE
|
S. No
|
Description
|
Period
|
|
(1)
|
(2)
|
(3)
|
|
1.
|
Application of
name (Section 37).
|
1 day
|
|
2.
|
Alteration in the memorandum of
association (Section 21)
|
7 days
|
|
3.
|
Approval for change of name (Section 39).
|
2 days
|
|
4.
|
Issuance of certificate for change
of name after the receipt of the approval (Section 41).
|
1 day
|
|
5.
|
Conversion of the status of a private company to a public company
(Section 45)
|
2 days
|
|
6.
|
Issuance of filing certificate after the receipt of
certified copy of Court order (Section 102)
|
2 days
|
|
7.
|
Registration of mortgage of charge (Section 121)
|
1 day
|
|
8.
|
Satisfaction of mortgage or charge (Section132)
|
2 days
|
|
9.
|
Issuance of Certificate for commencement of business
(Section 146)
|
2 days
|
|
10.
|
Grant of extension in holding AGM - a public
unlisted company (which powers delegated) or a private company (Sections 158
and 233)
|
2 days
|
|
11.
|
Issuance of filing certificate on the receipt of certified copy of Court
order under sections 284 and 290
|
3 days
|
|
12.
|
Issuance of Certified copy of documents filed,
registered or recorded [(Section 466(6)]
|
1 day
|
|
13.
|
Inspection of documents kept by the Registrar [Section 466(6)
|
1 hour
|
|
14.
|
Issuance of filing certificates of any return or
document.
|
2 days
|
|
15.
|
Registration of documents filed under sections 370 and
382
|
3 days
|
|
16.
|
Issuance of certificate of registration of documents
filed by a foreign company under section 451
|
2 days
|
|
17
|
Making minute of an order filed under sections 315, 319 and 350(2) in the
books relating to a company.]
|
3 days
|
10. Payment of additional fee for late filing of
documents.- If any document is filed with or presented to a Company
Registration Office after the expiry of the period within which it was required
or authorized to be filed or registered, not being particulars or documents requiring
registration under section 121, 122, 123, 124, 129, 131 or 132, the registrar
concerned may, without absolving the defaulting company or person of any
liability arising out of the default, delay or failure to comply, accept the
document for record on payment of an additional fee, in addition to normal
filing fee, as specified in column (3) of the Table below against the period of
delay specified in' column (2) thereof.
TABLE
|
S. No.
|
Period of
delay
|
Additional fee
|
|
(1)
|
(2)
|
(3)
|
|
(1)
|
If a document is filed with a delay of not more than
fifteen days.
|
Additional fee equal to the usual
fee specified for the document in the Sixth Schedule.
|
|
(2)
|
If a document is filed with a delay of more than
fifteen days but not more than forty-five days.
|
Additional fee equal to two times of the usual fee specified for
the document in the Sixth Schedule.
|
|
(3)
|
If a document is filed with a delay of more than forty-five days.
|
Additional fee equal to three times of the usual fee specified
for the document in the Sixth Schedule.
|
l[Provided that
where a scheme is announced by the Commission for allowing companies or any
class thereof to file the documents after the expiry of the prescribed period, . the registrar
concerned may on such conditions as may be specified by the Commission, -accept the
document for record on payment of a additional-fee, in addition to normal filing
fee, as prescribed in column (3) of the Table below against the period
specified in column (2) thereof.
TABLE
|
S. No.
|
Period of
delay
|
Additional fee
|
|
(1)
|
(2)
|
(3)
|
|
(1)
|
If a document is filed with the first month of the scheme.
|
Additional fee equal to one-half of the usual fee specified for the
document in the Sixth Schedule.
|
|
(2)
|
If a document is filed within the second month of the
scheme.
|
Additional fee equal to the usual fee specified for the document in the
Sixth Schedule.
|
|
(3)
|
If a document is filed within the remaining period of
the scheme.
|
Additional fee equal to two times
of the usual fee specified for the document in the Sixth Schedule.] |
11. Registrar not to accept
defective documents.- (1) No document shall be accepted, for
registration, filing or record by the registrar concerned, an additional
registrar, a joint registrar, a deputy registrar or an assistant registrar if
in his opinion, such document-
(a) contains any matter contrary to the law, or does
not otherwise
comply with the requirements of the law;
comply with the requirements of the law;
1Proviso inserted
by SRO.609 (1)/2010 dated July 07, 2010.
(b) is not complete owing to any defect, error or omission;
(c) is insufficiently legible or is written upon paper which IS not
durable; or
durable; or
(d) is not properly authenticated.
1[(2) If a document is found defective as specified in sub-regulation (1), the registrar concerned may require
the company to rectify the defect or file a revised document within the period specified by him,
failing which the registrar may refuse to accept such document for registration or recording.]
(3) If a document has been accepted for record
and 2[the information contained therein is found to be false, incorrect], forged or suffering from a defect which is not
possible of rectification, the registrar concerned may for 3[ ] reasons to be recorded in
writing, 4[cancel the recording thereof, after providing an opportunity of being
heard to the company].
12. Non-payment of fee.- The registrar
concerned shall not register, file or record any document or make a record of
any fact in respect of which a fee is payable under the Sixth Schedule until such
fee has been paid and shall, pending the payment of such fee, act in the same
way as if no such document had been tendered for registration, filing or record.
13.
Acceptance of documents.- (1) When a
document is accepted for being registered, filed or recorded, the registrar
concerned shall issue an acknowledgement in the form as set out in Anne G.
5[(2) There shall be maintained a log generated by eServices in respect of
every registered, filed or recorded document.]
lSub-regulation 11(2) substituted by SRO 599(1)/2011 dated June 13, 2011.
2Substituted for "its data is detected to be defective" by SRO 599(1)/2011 dated June 13, 201l.
3Word "special" omitted by SRO 599(1)/2011 dated June 13, 2011.
4Substituted for "ask the company to rectify the document and may cancel the recording thereof, as may be necessary" by SRO 599(1)/2011 dated June 13, 2011.
5Sub-regulation 13(2) substituted by SRO 599(1)/2011 dated June 13, 2011.
Sub-regulation 11(2) Substitution.- Before substitution it read as follows:-
"(2) If a document is found
defective or incomplete as specified in clause (1), the registrar concerned may require
the company to rectify the defect and file a revised document in the form and within the period to be specified by him or refuse to accept or register such document until the defect has been rectified" or, as the case may be, the document has been completed."
Sub-regulation 13(2) Substitution.- Before substitution it read as follows:-
"(2) Every registered, filed or recorded document shall carry dated initial of the registrar concerned, stamp showing his name and designation and the seal of the Company Registration Office."
1[14. Register of companies.- (1) There shall be maintained in the electronic database, a register
of companies incorporated in Pakistan in the form as set out in Annex H.
(2) There shall be maintained in the
electronic database, a register of foreign companies in the form as set out in Annex HA.
. .
(3) A list of all the documents filed, registered or recorded relating to each
company shall be maintained in the respective register of companies.] .
15. Register of mortgages and
charges.- 2[(1) The register of
mortgages and charges to be kept by the registrar as provided in section 125 of the Ordinance shall .be maintained in electronic database in the
form as set out in Annexure-I.]
(2) 3[There shall be maintained] in the electronic database, a chronological
index of the mortgages and charges registered with the Company Registration
Office 4[ ] under the Ordinance in the form as
set out in Annexure J.
5[15A. Issuance of duplicate certificate.-The registrar concerned may after making such
inquiry as to the loss, destruction, defacement or mutilation of the original
certificate as he may 'deem fit to make and subject to such terms
and conditions as he may impose, issue a duplicate of any certificate issued under the provisions of the Ordinance 'or the regulations
on application of the
company, and every such duplicate certificate shall bear the mark of "DUPLICATE" on it.]
16. Record keeping.- The documents relating to 6[a] company shall be
kept together, distinct and separate from those of other companies.
lRegulation 14 substituted by SRO 599(1)/2011 dated June 13, 2011.
2Sub-regulation 15(1) substituted by SRO 599(1)/2011 dated June 13, 2011.
3Substituted for "Every Company Registration Office" by SR0599 (1)/2011 dated June 13, 2011.
4Words ", modification therein and satisfaction thereof' omitted by SRO 599(1)/2011 dated June 13, 2011.
5Regulations 15A inserted by SRO 599(1)/2011 dated June 13, 2011.
4Words ", modification therein and satisfaction thereof' omitted by SRO 599(1)/2011 dated June 13, 2011.
5Regulations 15A inserted by SRO 599(1)/2011 dated June 13, 2011.
6Substituted for "any one" by SRO 599(1)/2011 dated June 13, 2011.
Regulation 14 Substitution.- Before substitution it read as follows:- .
"14. Register of companies.- (1) In every Company Registration Office there shall be maintained in the electronic database, a register of companies in the form as set out in Annex H, in which the names of the
companies shall be entered in the order in which they are registered along with the company registration, number, date of incorporation and other particulars specified in the said form.
(2) A note shall be made in the
register of companies of every document or fact relating to the company, which is registered, recorded or filed· with a Company Registration Office."
Sub-regulation 15(1) Substitution.- Before substitution it read as follows:-
Sub regulation 15 (1) substitution.- Before it read as follows:.
"(1) Every Company
Registration Office shall maintain, in the electronic database, with respect to
each company, a register of mortgages and charges, registered by the company,
modification therein and. satisfaction thereof
and requiring registration under section 121, 122, 123, 124, 131, 132, 133 or 134 in the form as set out in Annexure 1."
1[ ]
17. Submission of
periodical statements.- The Registrar of Companies may, by general or special
instruction, require any Company Registration Office to prepare and send to
him, other Company Registration Offices and any other person, such periodical
statements in such form and manner and within such time, as may be specified in
the instruction.
18.
Inspection of documents.- (1) The registrar
concerned shall permit members of the public to inspect such registers and
records of documents as under the Ordinance they are entitled to inspect
provided that, before such permission is granted, the inspection fee prescribed
in the Sixth Schedule 2[has been] paid.
3[(2)The inspection of
documents permitted under; sub-regulation (1) shall be carried out in the presence of
the registrar concerned or an official authorized by him in this behalf and
shall be completed by the applicant during the time specified for the
transaction of business with the public.]
(3)
The
registrar concerned or other authorized official supervising the inspection,
may permit notes of the inspected documents to be taken, but verbatim copy of
the document inspected may not be allowed to be taken.
19. Issuance of
copies of documents.- The registrar concerned shall, on the application of a
person, cause copies of documents to be granted as authorized under the
Ordinance on payment of fee prescribed in the Sixth Schedule.
4[20. Authentication of certificates, etc.- Every
certificate or copy granted under the provisions of the Ordinance shall be
signed, stamped and dated by the registrar concerned or an officer authorized
for the purpose, bearing his name and designation, and shall also bear the
official seal of the Company Registration Office and the CUIN of the Company.
lSub-regulation 16(2) omitted by SRO 599(1)/2011 dated June 13, 2011.
2Substituted for "shall be" by SRO 599(1)/2011 dated June 13, 201l.
3Sub-regulations 18(2) substituted by SRO 599(1)/2011 dated June 13, 201l.
4Regulations 20 substituted by SRO 599(1)/2011 dated June 13, 2011.
2Substituted for "shall be" by SRO 599(1)/2011 dated June 13, 201l.
3Sub-regulations 18(2) substituted by SRO 599(1)/2011 dated June 13, 201l.
4Regulations 20 substituted by SRO 599(1)/2011 dated June 13, 2011.
Sub-regulation 16(2) Omission.- Before omission it read
as follows:-
"(2) The documents relating to each company shall, be kept in chronological order, that is to say, in the
order of the dates on which they are received by the Company Registration
Office."
Sub-regulation 18(2) substitution.- Before substitution
it read as follows.-
. "(2) The inspection of the documents shall be allowed
during the time specified for transaction of business with the public in the
presence of the registrar concerned or an official authorized in each
individual case by the registrar concerned in this behalf."
Regulation 20 substitution.- Before substitution it read
as follows:-
"20. Authentication of certificates, etc.- Every certificate or
copy granted under the provisions of the Ordinance shall be signed and dated by
the registrar concerned or an officer authorized for the purpose and shall bear, a stamp showing his name and also official seal of the
Company Registration Office."
Provided that the requirement
of signature and stamp of the registrar concerned or the authorized officer and
the official seal of the Company Registration Office shall not apply in case
the certificate or copy issued is
computer generated.]
computer generated.]
21. Notice of any
omission to file or register documents.- The registrar concerned shall take
notice of any omission to file or register documents on due date or any other
infraction of the law.
22. Enquires.- The registrar
concerned shall institute or cause to be instituted such enquires in respect of
any matter as may be necessary to obtain information or evidence respecting
defaults or any infraction of the law.
23. Legal
proceedings.- The Commission or the Registrar of Companies may
authorize the registrar concerned or any other person to institute or cause to
be instituted any legal proceedings or defend or conduct or cause to be
defended or conducted any. prosecution or other legal proceedings under the
Ordinance.
24. Assignment
of duties.- (1) The Commission or the Registrar of Companies may
assign any of the duties under the Ordinance, the rules made thereunder or
these regulations and generally regulate performance of duties and issue
directions to the registrar concerned or officials subordinate to the registrar
concerned in such manner as it or he may think fit and they shall follow and
observe the orders and instructions of the Commission or the Registrar of
Companies, as the case may be.
(2) Subject to the directions of the
Commission or the Registrar of Companies, the registrar concerned may assign
any duties under the Ordinance, the rules made thereunder or these regulations
and generally regulate performance of duties and issue directions to any
additional registrar, joint registrar, deputy registrar or assistant registrar,
where such officers have been appointed in a particular Company Registration
Office, and other officials of the Company Registration Offices as he may think
fit and they shall follow and observe the orders and instructions of the
registrar concerned and all references in these regulations to the registrar
concerned shall be construed as references to any assistant, deputy, joint or
additional registrar to whom the particular duty has been assigned by the registrar concerned by a
general or special-order.
25. Comments on
applications.- Where a copy of an application addressed to the
Commission or the Registrar of Companies, is received in a Company Registration
Office in pursuance of rule 32 of the Companies (General Provisions and Forms)
Rules, 1985, the registrar concerned hall, as soon as may be possible but not
later than the second working day after the receipt of the application in
his office, forward to the Commission or the Registrar of Companies, as the
case may be, his parawise comments on the application together with other
information and documents which in his opinion, need to be taken into
consideration while disposing of the application:
Provided that the Commission or, as the case may be, the Registrar of
Companies may
dispose of an application without waiting for comments of the registrar concerned, if so deemed fit.
26. Destruction of
documents.- Subject to the previous approval of the Registrar of
Companies, the company records kept in a Company Registration Office under the Ordinance
may be destroyed, after the expiration of the period of their preservation as specified in
Annexure K, if the same are not of sufficient public value to justify their further
preservation, or have not been ordered by the Commission or any Court to be preserved for a longer
period, or are not likely to be needed in connection with any
pending proceedings, before any Court or authority, of which the Company Registration Office has notice.
Explanation.- A company shall be deemed to be in existence unless its name
has been struck off the register under sub-section (5) of section 439 or unless it has been fully
wound up and finally dissolved.
27. Material for annual report.- (1) Every registrar
concerned shall furnish to the Registrar of Companies, annually, by the 31st July each year, a report on the
working and administration of the Ordinance and other related matters, concerning the
activities of the relevant Company Registration Office in such form and in such manner as may, from time to
time, be specified by the Registrar of Companies.
(2) The Registrar of Companies
shall furnish his annual report to the
Commission, by the 31st August each year, in such form and in such
manner as may, from time to time, be specified by the Commission.
Commission, by the 31st August each year, in such form and in such
manner as may, from time to time, be specified by the Commission.
Annexure A
[See regulation 5(1)]
[See regulation 5(1)]
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE OF INCORPORATION
CERTIFICATE OF INCORPORATION
[Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)] 1[Corporate
Universal Identification
Number].____________________________
I
hereby
certify that____________________________________________ is this day incorporated under the
Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by____________________________________________
Given under my hand at
_____________________ this _______________ day of _____________ two thousand and
_______________________________
Fee Rs.
______________.
REGISTRAR OF
COMPANIES*
*Designation of the officer signing the certificate.
__________________
lSubstituted for "Company Registration No" by SRO 599(1)/2011 dated June 13, 2011.
l[Annexure AA
[See regulation 5(4)]
[See regulation 5(4)]
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
Company Registration Office
Company Registration Office
_______________
CERTIFICATE OF REGISTRATION OF
DOCUMENTS FILED BY A FOREIGN COMPANY
Corporate Universal Identification Number ________________________
I, hereby, certify that
_____________________________________, a company incorporated in *, has complied
with all the requirements under section 451 of the Companies Ordinance, 1984
(XLVII of 1984) for establishing a place of business in Pakistan.
(XLVII of 1984) for establishing a place of business in Pakistan.
Given under my
hand at _______this _______day of _________ Two Thousand and
_______________.
Fee Rs. ____________.
REGISTRAR OF COMPANIES**
*Country of origin
**Designation of the officer signing the certificate.]
lInserted by SRO 599(1)/2011 dated June 13, 2011.
Annexure
B
[See
regulation 6(a)]
SECURITIES
AND EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE
OF INCORPORATION ON CHANGE OF NAME
1[Under section
40 of the Companies Ordinance, 1984 (XLVII of 1984)]
Corporate
Universal Identification No ________________
I hereby certify that pursuant to the
provisions of section 38 or section 39 of the Companies Ordinance, 1984 (XLVII
of 1984), the name of ________________________________ has been changed to
________________________and that the said company has been duly incorporated as
a company limited by ________________under the provisions of the said
Ordinance.
This change is subject
to the condition that for period of one year from the date of issue of this
certificate, the company shall continue to mention its former name along with
its new name on the outside of every office or place in which its business is
carried on and in every document or notice referred to in clauses (a) and (c)
of section 143.
Given under my hand at
____________________ this _________day of_______________________ two thousand
and_________.
Fee
Rs.____________________.
REGISTRAR
OF COMPANIES *
* Designation of the officer signing the certificate.
Annexure
C
[See
regulation 6(b)]
SECURITIES
AND EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE
OF CONVERSION OF A PUBLIC COMPANY INTO PRIVATE COMPANY
[Under
Section 41(2) of the Companies Ordinance, 1984 (XLVII of 1984)]
1Corporate Universal
Identification No ________________
I hereby certify that
pursuant to the provisions of section 44 read with sub- section (2) of section
41 of the Companies Ordinance, 1984 (XLVII of
1984),__________________________________________ has complied with the
requirements precedent and incidental to the conversion of a public company
into private company. The said company stands converted into a private company
with effect from _______________.
Given
under my hand at _______________ this _________ day of ___________________two
thousand and _______________.
Fee
Rs.________________________.
REGISTRAR
OF COMPANIES*
*Designation of the
officer signing the certificate.
lSubstituted for "Company Registration No" by SRO 599(1)/2011 dated June 13, 2011.
Annexure D
[See regulation 6(c)]
SECURITIES
AND EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE
ON CONVERSION OF PRIVATE COMPANY INTO PUBLIC COMPANY
[Under
Section 41 (3) of the Companies Ordinance, 1984 (XLVII of 1984)]
1[Corporate Universal
Identification No] _______________
I hereby certify that pursuant
to the provisions of section 45 read with sub- section (3) of section 41 of the
Companies Ordinance, 1984 XLVII of 1984),
_____________________________________has complied with the requirements
precedent and incidental to the conversion of a private company into a public
company. The said company stands converted into a public company with effect
from _______________.
Given under my hand at
_______________ this _____________ day of ___________________two thousand and
____________________.
Fee
Rs.________________________.
REGISTRAR OF COMPANIES*
*Designation
of the officer signing the certificate.
Annexure
E
[See regulation 6(d)]
SECURITIES AND
EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE
ON CONVERSION OF PRIVATE COMPANY INTO PUBLIC COMPANY
[Under section 127 of the Companies Ordinance,
1984 (XLVII of 1984)]
2[Corporate Universal Identification No]
_______________
Mortgage or Charge dated
_________________ made between_________________________________________ of the one part and______ _____________
__________________ of the other part:
Pursuant to the
provisions contained in section 127 of the Companies Ordinance, 1984 (XLVII of 1984), I hereby certify that
the above mortgage or charge for Rs. ____________________ has been registered
in this office in accordance with the provisions of sections 121 to 124 of the
said Ordinance.
Given under my hand
at_____________ this day of __________________two thousand and
_________________________
Fee
Rs.___________________.
REGISTRAR OF OMPANIES*
*Designation
of the officer signing the certificate.
lSubstituted for
"Company Registration No" by SRO 599(I)/2011 dated June 13, 2011.
2Inserted by SRO 599(I)/2011.dated June 13, 2011
Annexure F
[See regulation
6(e)]
SECURITIES AND
EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE FOR
COMMENCEMENT OF BUSINESS
[Under section
146(2) of the Companies Ordinance, 1984 (XLVII of 1984)]
1[Corporate
Universal Identification No] _______________
I
hereby certify that the ________________________________________________
___________which was incorporated under the Companies Ordinance, 1984 (XLVII of
1984), on the ________________ day of ___________________________________ and
which has filed a duly verified
declaration in the prescribed form that the conditions of clauses (a) to (e) of
sub-section (1) of section 146 of the said Ordinance have been complied with,
is entitled to commence business.
Given
under my hand at ______________________this ________________ day of
_______________ two thousand and________________________.
Fee Rs. ________________.
REGISTRAR OF COMPANIES*
Annexure G [See
regulation 13(1)]
SECURITIES AND
EXCHANGE COMMISSION OF PAKISTAN
ACKNOWLEDGEMENT OF
FILING
2[CUIN]______________________________.
Dated ______________________________
In the matter ________________________________________________________.
The receipt of the under mentioned
document (s) filed, registered and recorded pursuant to the provisions of the
Companies Ordinance, 1984 (XLVII of 1984), is hereby acknowledged:
1. _______________________________________________________
2.
_______________________________________________________
3.
_______________________________________________________
4.
_______________________________________________________
5.
_______________________________________________________
6.
_______________________________________________________
Fee Rs. _________________
REGISTRAR OF COMPANIES*
* Designation of
the officer signing the certificate.
lInserted by SRO 599(1)/2011 dated June 13, 201l.
2Subsiituted for "No." by SRO 599(1)/2011 dated June 13, 2011.
1[Annexure H
[See
regulation 14(1)]
OFFICE OF THE
___________
REGISTER OF
COMPANIES
(a)
Name
of company: __________________________________
(b)
Corporate
Universal Identification No: _______________
(c) Date of incorporation:
________________________________
(d) Sectoral classification:
________________________________
(e) Company kind:
______________________________________
(f) Registered office address
(g) Capital Structure:
Classes of shares Face value Number of shares paid up shares Paid up capital:
Rating
: ________________________
LIST OF DOCUMENTS
FILED
|
S. No.
|
Description
and date of
document
|
Date
of receipt of document.
|
Registered
/
Recorded
on
|
Name
of dealing officer.
|
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)]
|
2[Annexure
HA
[See regulation 14(2)]
OFFICE
OF THE _____________________
REGISTER
OF FOREIGN COMPANIES
(a)
Name
of company: _________________________________________________________
(b)
Corporate Universal Identification No:
_______________________________________
(c)
(Date
of registration in Pakistan: ____________________________________________
(d)
Address
of principal place of business in Pakistan:_______________________________
(e)
Name
of country of origin: ___________________________________________________
(f)
Date
of registration in the country of origin:_____________________________________
(g)
Sectoral
classification: _______________________________________________________
(h)
Company
kind: _____________________________________________________________
(i)
Rating
Value : _______________________________________________________________
LIST OF DOCUMENTS
FILED
|
S. No.
|
Description and date of
documents.
|
Date of receipt of document.
|
Registered / Recorded on
|
Name of dealing officer.
|
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)]
|
1Substituted by SRO 599(1)/2011 dated June 13, 2011.
2Inserted by SRO 599(1)/2011 dated June 13, 2011.
2Inserted by SRO 599(1)/2011 dated June 13, 2011.
Annexure I
[See regulation 15(1)]
Register
of Mortgages/ charges, etc
Name of company…………………………………………
1[Corporate Universal Identification Number]……………………………
|
S. No.
|
Date of registration of mortgage/ charge.
|
Date of creation
of mortgage/charge.
|
Documents creating mortgage /charge.
|
Amount of mortgage/ charge.
|
Short particulars of the
Property mortgaged.
|
Gist of terms and conditions.
|
Mortgagee name.
|
Particulars of modification of mortgage
charge, etc.
|
Memorandum of satisfaction
|
Name of dealing officer
|
||
|
Date of
registration
of modification.
|
Date of
modification.
|
Nature and
gist of modification.
|
Date and
amount of
satisfaction.
|
|
||||||||
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
(9)
|
(10)
|
(11)
|
(12)
|
(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annexure J
[See regulation 15(2)]
[See regulation 15(2)]
OFFICE
OF THE --------------------------------------
CHRONOLOGICAL INDEX OF MORTGAGES, CHARGES, ETC.,
ENTERED IN REGISTER.
ENTERED IN REGISTER.
|
Serial number of charge, etc., in the Index.
|
Date of registration of charge, etc.
|
Name of company.
|
Amount of mortgage or charge or value of redeemable capital.
|
Name of registrar
concerned.
|
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
..
|
|
|
|
|
|
|
|
.
|
|
|
|
|
|
|
|
1Substituted for Company Registration No by SRO 599(1)/2011 dated June 13, 2011
|
|
Annexure K
[See regulation 26]
DOCUMENTS OF COMPANIES IN EXISTENCE
TO BE PRESERVED PERMANENTLY
|
1.
|
Certified copy of order of the Commission confirming alteration of
memorandum and a printed copy of the memorandum so altered (section 24).
|
|
2.
|
Memorandum and articles for registration of a new company [section
30 (1)].
|
|
3.
|
Declaration of compliance with requirements - of the Ordinance [section 30 (2)].
|
|
4.
|
Prospectus or statement in lieu of prospectus by a private company
altering the articles of association for converting itself into a public
company (section 45).
|
|
5.
|
Prospectus by a public company (section 57).
|
|
6.
|
Statement in lieu of prospectus by a company which does not issue
prospectus (section 69).
|
|
7.
|
Notice of consolidation or division of share capital (sections 92
and 93).
|
|
8.
|
Notice of increase of share capital (section 94).
|
|
9.
|
Notice of increase in members (section 94).
|
|
10.
|
Order of Court confirming reduction of share capital and certified
copy of the order and minute (section 102).
|
|
11.
|
Copy of order
of Court regarding cancellation of variation of shareholders’ rights (section
108).
|
|
12.
|
Statement showing particulars of mortgages, etc. (sections 121, 129
and 463).
|
|
13.
|
Statement showing particular of charge on property acquired subject
to charge (sections 122 and 463).
|
|
14.
|
Statement showing particulars of modification of charge [sections
129 (3) and 463].
|
|
15.
|
Notice of appointment of receiver or manager (section 137).
|
|
16.
|
Abstract of receiver’s accounts (section 138).
|
|
17.
|
Memorandum of satisfaction redemption, etc., of charge (sections 132
and 133).
|
|
18.
|
Notice of situation of registered office and any change therein
(section142).
|
|
19.
|
Notice and Court order of rectification of register of members
(section152)
|
|
20.
|
Statutory report (section 157).
|
|
21.
|
Special resolutions, etc., filed under section 172.
|
|
22.
|
Resolution regarding investment in associated companies (section
208).
|
|
23.
|
One copy of annual balance sheet, profit and loss
accounts and other related reports filed under section 242. -
|
|
24.
|
Report of Inspectors and other papers relating to
matters connected therewith (section 269).
|
|
25.
|
Copy of order of court regarding compromises and,
arrangements with creditors and members and copy of orders in appeal [section
284 (3)].
|
|
26.
|
Copy of order of Court relating to reconstruction
and amalgamation of companies [section 287 (3)].
|
|
27.
|
Notice to dissenting shareholders (section 289).
|
|
28.
|
Copy of orders of Court on application for prevention
of mismanagement, minority oppression, etc., under section 290 or 291
|
|
29.
|
Statement of unclaimed dividends and undistributed assets (section
432).
|
MINIMUM PERIOD OF PRESERVATION OF EXISTING OR
DISSOLVED COMPANIIES RECORDS WHICH MAY BE
DESTROYED
|
S.
No
|
Name
of Document
|
Period
of preservation
|
|
(1)
|
(2)
|
(3)
|
|
1.
|
Return
of allotment of shares [section 73 (1) (a)]
|
10 years.
|
|
2.
|
Contract
of allotment of shares fully or partly paid otherwise than in cash and
verified copies of such contract [section 73 (1) (b)l
|
10 years.
|
|
3.
|
Prescribed
particulars of contracts not reduced to writing [section 73(2).1
|
10 years.
|
|
4.
|
Statement
disclosing amount or rate per cent of the commission of subscribing for
shares where they are not offered to the public for subscription (section
82).
|
10 years.
|
|
5.
|
Registration
of entire series of debentures~ I redeemable
capital (sections 123, 124 and 463).
|
Five year after redemption.
|
|
6.
|
Particulars
of an issue of redeemable capital / debentures in a series when more than one
issue in the series is made.
|
Do.
|
|
7.
|
Particulars of commission on debentures (section124).
|
Do.
|
|
8.
|
Declaration before commencing
business by a company issuing a prospectus (section 146).
|
Five years after
issue of certificate by the registrar concerned
|
|
9.
|
Declaration before commencing
business by a company issuing a
statement in lieu of prospectus (section 146).
|
Do
|
|
10.
|
Annual return of members of a
company having share capital (section 156).
|
10 years.
|
|
11.
|
Annual return of members of a
company not having a share capital (section 156).
|
10 years.
|
|
12.
|
Annual Balance Sheet and
Profit and Loss Accounts (sections 233 and 242) except one copy required to
be retained permanently.
|
10 years.
|
|
13.
|
List of persons consenting to
be Director (section 184).
|
10 years.
|
|
14.
|
Consent of directors (section
184).
|
10 years.
|
|
15.
|
Statement showing particulars
of Directors, etc. (section 205).
|
10 years.
|
|
16.
|
Alterations in particulars of
Directors, etc. (section 205)
|
10 years.
|
|
17.
|
Copy of winding up order by
Court (section 305).
|
10 years from the date
of the dissolution or two years after an application is rejected under
section
429
|
|
18
|
Audited accounts of official
liquidator [section 337(4)]
|
10 years.
|
|
19.
|
Copy of order of Court
staying winding up (section 319).
|
Do
|
|
20
|
Copy of the order of
dissolution of company by Court (section 350).
|
Do.
|
|
21
|
Declaration of solvency in
the case of voluntary winding up (section 362).
|
Do.
|
|
22
|
Notice of appointment of
liquidator in voluntary winding up (section 366).
|
Do.
|
|
23
|
Return of final meeting and
dissolution in the case of members’ winding up (section 370).
|
Do.
|
|
24
|
Winding up notice of
creditors’ resolution (section 374).
|
Do.
|
|
25
|
Return of final meeting and
dissolution in the case of creditors’ winding up (section 382).
|
Do.
|
|
26.
|
Notice by liquidator of his
appointment (section 388).
|
Do.
|
|
27.
|
Liquidators’ statement of
accounts, etc. (section 430).
|
Do.
|
|
28.
|
Certified copy of Commission’
order declaring dissolution to be void [(section 439 (9)].
|
Permanent
|
|
29.
|
Documents relating to legal
proceedings.
|
15 years.
|
|
30.
|
Any other registered document
not otherwise specified
|
5 years
|
|
31.
|
Registered
documents, correspondence, notifications, etc., relating to companies
declared defunct (section439).
|
10 years.
|
|
32
|
Correspondence
with companies
|
10 years.
|
|
33
|
Registered documents and files of companies which have
been fully wound up and finally dissolved.
|
10 years from the date of final winding up or dissolution.
|
|
34
|
Registered documents
and files of foreign companies, which have ceased to have a place of business
in Pakistan.
|
5 years from the date of closure of places of business in Pakistan.
|
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