Faiq Latifi | 13 years ago
Any three 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 Ordinance form a public company and any one or more persons so associated may, in like manner, form a private company. If only one member forms a private company, it is called a single member company and if it is formed by more than one member, it is termed as a private company.
Prior approval of the Ministries/Departments etc. noted against each category of the following
companies is required to be obtained before incorporation of companies: -
(a) A banking company
I) Ministry of Finance
II) State Bank of Pakistan
(b) A non-banking finance
company (NBFC)
Securities and Exchange Commission of
Pakistan
(c) A security service providing
company
Interior Division
(d) A corporate brokerage house Stock Exchange (for transfer of member ship card in favor of proposed company)
(e) A money exchange company State Bank of Pakistan
(f) An Association not for profit u/s42 of the Companies Ordinance, 1984 License from Securities and Exchange Commission of Pakistan
(g) A trade organization u/s 42 of the Companies Ordinance, 1984 License from Ministry of Commerce Following are the requirements for registration of a new company under the Companies Ordinance, 1984:-
a. Availability Of Name
The first step with regard to incorporation of a company is to seek the availability of the proposed name for the company from the Registrar . For this purpose, an application is to be made and a fee of Rs.200/- is required to be paid for seeking availability certificate for each name. The promoters desirous of forming a company should make sure that the name chosen is not otherwise inappropriate, deceptive or designed to exploit or offend the religious susceptibilities of the people and neither is identical nor closely resembling with the name of an existing company.
b. Documents for registration of a limited company
The following documents are required to be filed with the registrar concerned for registration of a private limited company:-
I. Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association.
II. Memorandum and articles of association
Four printed copes of Memorandum and Articles of Association duly signed by each subscriber in the presence of one witness. One copy should be affixed with special adhesive stamps at the rates prescribed under the Stamp Act, 1899 (Table-I). In order to facilitate the general public, the specimen of Memorandum of Association of various sectors have been provided on the Commission's Website.
III. Form - 1
Declaration of compliance with the pre-requisites for formation of the company.
IV. Registration/filing fee
A copy of the original paid Challan in the authorized branches of Habib Bank Limited or a Bank Draft/ Pay Order drawn in favour of the Securities and Exchange Commission of Pakistan of the prescribed amount. (Table-II).
V. Authorization by sponsors
The authorization of sponsors in favour of a person to make good the deficiencies, if any, in memorandum and articles of association as may be pointed out by the registrar concerned and to collect the certificate of incorporation.
c. Additional Requirements for Incorporation Of a Company having objects of providing
Security Services
In case of security object company nine additional sets of each of the documents at i and ii above alongwith the bio-data, four attested photographs of each subscribers and financial position/bank statement of the subscribers (Aggregate wealth should not be less than 1.5 million) is required to be provided. Ministry of Interior grants NOC for a security object company.
d. Documents for incorporation of a Single Member Company
Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in the form as set out in Form S1 indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death. All the requirements for incorporation of a private limited company shall
mutatis mutandis apply to a single member company.
e. Obtaining Certified Copies of Memorandum & Articles of Association and Certificate of Incorporation
In order to obtain certified copies of memorandum of Association, articles of association and certificate of incorporation , challan of the requisite copying fee as per Table II and Court stamps fee of the requisite value should be furnished alongwith registration documents.
f. Documents for incorporation of an association not for profit
All the documents meant for incorporation of a limited company alongwith a licence issued by the SEC. In case of a trade body, a licence issued by Ministry of Commerce would also be submitted to the registrar concerned. The application for obtaining the requisite licence from the Commission should be accompanied by draft memorandum and Articles of Association, list of promoters, biodata of each promoter, declaration, names of companies in which the promoters of the proposed association hold any office, estimates of annual income and expenditure and brief statement of work already done or to be done. (Section 42 & Rule 6).
g. Transfer of membership of Single Member Company to a new member .
If the membership of a single member company is transferred to a new member, the company shall, within fifteen days from such transfer, also file with the registrar, a nomination in the form as set out in Form S1.
h. Change in status of a single member company .- A single member company can be converted into a private company on increase of the number of its members to more than one. The company shall pass a special resolution for change of status and alter its articles accordingly within thirty days and transfer the shares within seven days. The company shall appoint and elect one or more additional directors within fifteen days of passing the special resolution and notify the appointment on Form 29 prescribed under the Companies (General Provisions and Forms) Rules, 1985 within fourteen days. Further, the company is required to file a notice of the fact in writing in the form as set out in Form S2, with the registrar within sixty days from the date of passing of special resolution.
i. Company becoming a single member company.- A private company having two or more members shall become a single member company by passing a special resolution for change of its status, making necessary alteration in its articles and obtaining the approval of the Commission. An application for seeking Commission's approval shall be submitted by the company in the form as set out in Form S4 within thirty days of passing the special resolution for change of status to single member company. The company shall transfer shares in the name of single member within fifteen days of the approval of the Commission and notify change in the board of directors on Form 29 within fourteen days from date of transfer of shares. A certified copy of the order containing the approval together with a notice in the form as set out in Form S5 and a nomination of nominee directors in the form as set out in Form S1 shall be filed with the registrar concerned within fifteen days.
Answered by: Faiq Latifi | 13 years ago
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