In Pakistan, companies may face deregistration due to non-compliance with legal requirements, voluntary dissolution, or regulatory action. Deregistration means the company is removed from the Securities and Exchange Commission of Pakistan (SECP) records and ceases to exist as a legal entity. However, in certain cases, a deregistered company may reapply for Company Registration in Pakistan, subject to specific legal conditions and procedures.
This article explores the legal framework governing re-registration, the circumstances under which it is possible, and the steps required to restore a deregistered company in Pakistan.
1. Reasons for Deregistration
A company may be deregistered in Pakistan for several reasons, including:
Voluntary dissolution: When shareholders decide to close the company.
Regulatory non-compliance: Failure to meet annual filing requirements, maintain records, or pay necessary fees.
Court orders: If a court directs dissolution due to fraud, insolvency, or misconduct.
Failure to commence business: If a company does not start operations within one year of incorporation.
Understanding the reason for deregistration is crucial, as it determines whether a company can reapply for registration and what conditions must be met.
2. Legal Framework for Re-Registration
Re-registration of a deregistered company in Pakistan is governed by the Companies Act, 2017, along with SECP regulations. The possibility of re-registration depends on whether the company was:
Struck off by SECP due to non-compliance
Dissolved voluntarily by its members
Dissolved through a court order
Each case follows a different process for restoration.
3. Reinstatement of a Company Struck Off by SECP
If a company was struck off due to non-compliance, it can apply for restoration within a prescribed period. The procedure involves:
Filing an Appeal:
The company must file an appeal before the Registrar of Companies at SECP.
The application should state reasons for restoration and demonstrate compliance with regulatory requirements.
Settling Outstanding Dues:
The company must clear any unpaid fees, penalties, and overdue filings.
This may include submitting pending financial statements and tax returns.
Approval and Notification:
If SECP approves the application, a restoration order is issued.
The company is re-entered into the register of companies, allowing it to resume operations.
Company Registration In Pakistan
4. Re-Registration of a Voluntarily Dissolved Company
If a company was voluntarily dissolved, it can only be revived under exceptional circumstances. The company’s directors or shareholders must prove that re-registration is in the public interest or essential for settling outstanding liabilities.
Steps for re-registration include:
Filing a Petition to SECP or the Court
The Company Registration in Lahore must provide reasons why revival is necessary.
SECP or the court evaluates whether reinstating the company benefits creditors, shareholders, or the public.
Approval and Compliance
If approved, the company must meet all prior obligations, including tax clearance and regulatory filings.
A public notice is issued to inform stakeholders of the re-registration.
Restoration to the Register
Once SECP processes the re-registration, the company regains its legal status.
5. Revival of a Court-Dissolved Company
If a company was dissolved by a court order, it can only be restored by obtaining judicial approval. This typically happens in cases where:
New evidence suggests the company was wrongly dissolved.
Creditors seek restoration to recover dues.
The dissolution process was flawed.
The process involves:
Filing a Case in the High Court:
The applicant must justify why the company should be restored.
Court Decision:
The court examines the merits of the case and, if satisfied, orders SECP to reinstate the company.
Regulatory Compliance:
The company must settle outstanding legal and financial obligations before operating again.
6. Tax and Regulatory Considerations
Re-registering a company also requires compliance with the Federal Board of Revenue (FBR) and other regulatory bodies. This includes:
Tax clearance certificates to confirm there are no outstanding liabilities.
Renewal of business licenses if required.
Reactivation of bank accounts and business contracts.
Failure to comply with tax and regulatory requirements can delay or prevent re-registration.
7. Alternative Option: Registering a New Company
In some cases, re-registration may not be feasible, particularly if:
The time limit for reinstatement has passed.
The company faced serious legal or financial violations.
SECP or the court refuses to approve.
If revival is not possible, incorporating a new company may be a better option. However, the new entity must comply with fresh registration requirements and cannot claim the history or liabilities of the deregistered company.
Conclusion
A deregistered company in Pakistan can reapply for registration under specific circumstances, depending on the reason for its dissolution. Companies struck off by SECP can be restored by fulfilling compliance requirements, while voluntarily dissolved or court-dissolved entities require legal approval for reinstatement. Ensuring proper regulatory compliance and timely action of Hamza & Hamza Law Associates is crucial for a successful re-registration process. If revival is not possible, forming a new company may be the best alternative.
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