Company Registration In Pakistan involves submitting several important documents to the Securities and Exchange Commission of Pakistan (SECP). These documents are essential for ensuring that the company complies with the legal requirements set forth under the Companies Act, of 2017, and they vary depending on the type of company being incorporated. In this article, we will explore the key documents required for registering a company in Pakistan, particularly focusing on private limited companies, which are the most common business structure.
1. Memorandum of Association (MoA)
The Memorandum of Association (MoA) is one of the most important documents required for company registration in Pakistan. This document outlines the company’s objectives, the scope of its operations, and the relationship it has with the shareholders. The MoA defines what the company can and cannot do in the course of its business. It includes details such as:
The company’s name and registered office address.
The objectives of the company (what kind of business it will conduct).
The liability of the shareholders specifies whether it is limited or unlimited.
The amount of share capital with which the company is being registered.
For each type of business, such as trading, manufacturing, or service-based companies, the objectives outlined in the MoA should reflect the company’s intended activities.
2. Articles of Association (AoA)
The Articles of Association (AoA) are another critical document that outlines the internal management and governance structure of the company. The AoA governs how the company will operate on a day-to-day basis and includes provisions regarding:
The powers and responsibilities of directors and shareholders.
The procedures for appointing and removing directors.
The company’s decision-making processes, including how meetings will be conducted.
How profits and dividends will be distributed.
The AoA works in tandem with the MoA and provides a framework for the internal workings of the company. It is essential to draft the AoA carefully to ensure smooth operations within the company.
3. Copies of Directors' and Shareholders' CNICs
Every company registered in Pakistan must submit copies of the Computerized National Identity Cards (CNICs) of its directors and shareholders. These copies are used to verify the identity and nationality of the company’s founders and key officials. For foreign directors or shareholders, a copy of their passports will be required.
This ensures that the SECP has accurate records of who is responsible for managing and owning the company. All CNICs or passports must be valid and up to date.
4. Address of Registered Office
The company must provide the address of its registered office, which is the official address where all communications and legal notices will be sent. This address must be a physical location in Pakistan and should not be a P.O. Box. If the company’s office location changes later, the SECP must be informed so that the records can be updated.
5. Declaration of Compliance
The Declaration of Compliance is a legal document submitted by the company’s directors or authorized representatives. This document certifies that all the requirements of the Companies Act, 2017, have been complied with during the process of incorporation. It confirms that the company has adhered to all regulations regarding the submission of documents, payment of fees, and adherence to legal formalities.
6. Form 29 and Form 21
Form 29: This form provides the particulars of directors, chief executive, and company secretary. It is mandatory to provide this information during the company registration process.
Form 21: This form is used to notify the SECP of the company’s registered office address. It must be filed upon incorporation and any time the company changes its registered office.
7. Bank Deposit Receipt (Paid-Up Capital)
For a private limited company, there is a requirement to deposit the minimum paid-up capital into a bank account in the company’s name. A bank deposit receipt or certificate showing this deposit is required to complete the Company Registration In Pakistan process. The paid-up capital represents the initial amount of capital the shareholders have invested in the company.
8. National Tax Number (NTN)
Although not mandatory at the time of registration, companies are required to obtain a National Tax Number (NTN) from the Federal Board of Revenue (FBR) soon after incorporation. This tax identification number is essential for opening a corporate bank account, filing taxes, and conducting business.
Conclusion
Registering a company in Pakistan involves preparing and submitting several crucial documents, such as the Memorandum of Association (MoA), Articles of Association (AoA), and copies of CNICs for directors and shareholders. These documents ensure that the company is set up in compliance with the laws laid out by the SECP under the Companies Act, 2017. Proper submission of these documents to Hamza & Hamza Law Associates ensures a smooth registration process, allowing the company to operate legally within Pakistan’s business environment.
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