Registering a company at any place around the world involves a whole set of procedures and protocols that need to abide with. Every country has its own particular set of requirements and a specific body incorporated to carry out this job.
In Pakistan, the law that governs the rules for incorporation of a company is the Companies Act 2017 and the concerned body is the Security & Exchange Commission of Pakistan.
One could get its company registered either as a Private Limited company (one whose shares are not listed on the stock exchange) or a Public Limited company (one whose shares are listed on the stock exchange and available for public trading).
For the formation of a public limited company three or more members are required while no such requirement exists for the incorporation of a private company where even a single member could go and form a single member company.
Table of Contents
Going for registration
When going to register for a company, the first step is to apply for the reservation of the name and incorporation of the company. The person applying for registration can choose to apply for the reservation of the name of the company and its incorporation through a single application or he could also opt for applying for the name first and then going for company incorporation. The prescribed way for application is found in the Companies (Incorporation) Regulations, 2017.
Application for name
In order to apply for the reservation of the name, the Regulation requires to fill in an application form and submit it along with a non-refundable application fee to the registrar. Three names of the company are to be mentioned by the applicant in the sequence of preference and the registrar will finalize the name that adheres to the criteria mentioned in the Companies Act, 2017.
If a combined application for name reservation and incorporation is filed, the registrar could choose from any of the three names set out in the order of priority that fulfill the requirement of the companies act and then use this name in the rest of the documents
In case the applicant has chosen to file the separate applications the registrar will choose the name and notify its availability to the applicant for a period of sixty days commencing from the date of availability. In case the applicant fails to apply for the incorporation in the prescribed period the name will no longer be available.
In case none of the names adheres to the standard set in the Act, the order of refusal shall be issued by the registrar.
While going for the application for the reservation of a name for the company, the applicant should keep in view the names that are subject to direct prohibition by Companies Act.
Incorporation of the company
Once the required name has been allotted the step that follows is the application for the incorporation of the company. The particular application can be made either in the physical form or through an online e-form.
Below a list of documents is to be submitted along with the above application.
- Memorandum of association
This document is a must no matter what type of company is being registered. This form lays the foundation for the company. The form states the name of the company, the place of its registered office, the reason behind its registration and the business it will carry out. Also, the form contains the extent to which liability is limited in case of the private company. This form is of great significance as the company can only carry out the business stated in the memorandum of association.
- Articles of association (conditional)
The filing of this document is conditional for a company limited by shares. But in case the company is limited by guarantee or is an unlimited company this document is a must and is to be signed by those who have subscribed to the memorandum of association. This document consists of the purpose of incorporation of the company along with the detail of the duties that are to be performed by its members. The memorandum and the articles together could be referred as the constitution of the company.
- Copies of CNIC/NICOP of the subscribers/ directors/ chief executive officer. In case of a foreign applicant copy of the passport is required. Those subscribing to the memorandum are legally required to tell the number of directors and the names of the directors. Also, the first chief executive officer is to be determined as well.
- In case if the applicant opts for the physical filing of an application, a copy of CNIC of the witness is also needed.
- A form to authorize one of the subscribers or any other registered intermediary to file in the required documents for the company being registered.
- In case if the company to be registered is to pursue a business of a specialized nature NOC/License etc. is required from the concerned regulatory authority.
- Original bank challan confirming the payment of the fee required as per the Companies Act.
Evaluation of Documents
Once all the documents are completed then the registrar will review the documents. If the registrar is satisfied that the documents are complete and are in accordance with the Companies Act and all the protocols and procedures for the registration of the company were adhered to, the registrar will register the documents submitted to him.
In case if there is any confusion or the documents do not completely abide by the requirements, the registrar will communicate the discrepancy to the applicant in written form and ask him for the resolution of the matter. The stipulated time period for response by the applicant is seven days from the written intimation by the registrar.
In case if the concerned applicant fails in response to the written notice, the first reminder will be issued by the registrar followed by a final reminder issued seven days after the first reminder.
If there is still no response or the discrepancy continue to persist seven days after the final reminder, the registration may be canceled.
Issuance of Incorporation certificate
Once the memorandum is registered the registrar will then issue an incorporation certificate to the applicant duly signed by him or marked by his official seal.