BY: RAHAT AZIZ

S.A. ASSOCIATES
CORPORATE CONSULTANTS & TRAINERS
 Corporate Compliance

 Incorporation/ Start-ups.
 Routine Compliance.
 Additional Compliance.
 Section 10: Prohibition of certain names.
 (1): No company shall be registered by a name which contains such word
or expression, as may be notified by the Commission or in the opinion of
the registrar is—
 (a) Identical to the name of a company; or
 (b) inappropriate; or
 (c) undesirable; or
 (d) deceptive; or
 (e) exploit religious susceptibilities of people; or
 (f) any other ground as may be specified.
 Section16: Registration Of Memorandum And Articles.
 (5): On registration of the memorandum of a company, the registrar
shall issue a certificate that the company is incorporated.
 (6): The certificate of incorporation shall state—
 (a): the name and registration number of the company;
 (b): the date of its incorporation;
 (c): whether it is a private or a public company;
 (d): whether it is a limited or unlimited company; and
 (e): if it is limited, whether it is limited by shares or limited by guarantee.
 Section 27 Section 28 Section 29

Memorandum of company Memorandum of company Memorandum of unlimited

limited by shares limited by company
guarantee

(A) The memorandum shall state: (1) The memorandum shall state: (1) The memorandum shall state:-
(i) name of company; (a) name of company with (a) name;
(ii) registered office province; (Guarantee) Limited; (b) province;
(iii) principal line of business; (b) the province; (c) principal line of business;
(iv) an undertaking; (c) principal line of business; (d) an undertaking;
(v) limited liability of (d) an undertaking; (e) that members liability is
members; (e) limited liability of members; unlimited.
(vi) amount of share capital; (f) amount that members
(B) No subscriber shall take less than contribute towards assets of (2) Amount of share capital and
 Section 36: Registration of articles

 (6) The articles of every company shall be explicit and

without ambiguity and, without prejudice to the generality
of the foregoing, shall list and enumerate the voting and
other rights attached to the different classes of shares and
other securities, if any, issued or to be issued by it
 SECTION -19
A public Company shall not start its operations COMMENCEMENT OF
or exercise any borrowing powers unless BUSINESS BY A PUBLIC PLC
Minimum Subscription 19 (1)( A).
• Project Based. • After Project appraisal from
• Application of availability of name and financial institution sponsors
issuance there to will subscribe to their part of
• Preparation of incorporation case equity as a minimum
subscription on 20%.
submission with SECP and Issuance of COI
• Preparation of commencement
• Since it is a project based Company the of business case U/S 19, the
sponsors will get the feasibility prepared submission with SECP, and
from a financial consultant issuance of commencement of
• If the project is 1000M.The normal business
Structure is • Disbursement of loans (Debt
• 600M Debt 60%)
• Commission of project
• 400M equity (200M S.P, 200M G.P)
• Application for IPO to PSX and
SECP
• Subscription of equity 20%
Completion of a project for
commercial run.
 SPECIALISED COMPANIES

• NOC from the relevant regulator

• COI
• Application for license case, • Commercial Bank 23
submission, and issuance of license BILLION
• Subscription from sponsors 50% of
• Leasing Company 500
the whole capital to be raised
• Application of IPO to PSX and MILLION
SECP • Investment bank +1000
• Subscription of G.P portion 50%
MILLION
• Completion of whole minimum
subscription requirement `19 (1) • Investment Bank 750
• Preparation of commencement of MILLION
business case u/s 19, the submission • Asset Management 200
with SECP.
• Issuance of commencement of MILLION
business. • Investment advisory. 30
MILLION
UNDER SECTION 42 OF THE NON-BANKING FINANCE COMPANY
COMPANIES ACT 2017
 Section: S.130 Annual returns
 (1): A company having share capital-once each year, file with the registrar an
annual return.
 (2): A company not having a share capital - each year file with the registrar a
return.

 Regulation:
 R(4) Forms and Returns.

 Returns:
 Form ‘A’ Annual return of company having share capital.
 Form ‘B’ Annual return of company not having share capital.
 Sections:
• S.159: Procedure for election of directors.
• S.161: Term of office of directors.
• S.162: Fresh election of directors.
• S.167: Consent to act as director to be filed with company.

 Regulations:
• R (4): Forms & Returns.
• R (20): Particulars of directors and officers.

 Returns:
• Form 28:Consent To Act As Director / Chief Executive
• Form 29: Particulars of Directors & Officers.

Along with:
• Resignations (if any).
• Resolutions (if any).
Paid Capital Audit Requirement Qualification Authentication & Filing Requirement Director’s Report Additiona
Signing l
Requirem
ent
Upto 1 N N/A CEO & 1 Director or 2 Y Y Supported
Million- Pvt S.223(5)(p) Directors in case of Unaudited If it is a private by an
absence of CEO from S.234 company being affidavit
Pakistan – S.232(1). subsidiary of public that the
In case of SMC only S.226(1)(p) accounts
by one D (S.232(2)). are
approved
by the
Board
S.232(1)(p
)
>1M <3M Y CA/ICMA CEO & 1 Director or 2 X DO
S.247(1)(b) Directors in case of
absence of CEO from
Pakistan – S.232(1).
Pvt 3M to Y CA CEO & 1 Director or 2 X Y
10M or a Pvt 247(1)(a) Directors in case of S.226(1)
Co being absence of CEO from
subsidiary of Pakistan – S.232(1).
a public
company
A public Y CA CEO & 1 Director or 2 Y Y
company 247(1)(a) Directors in case of S.233 S.226(1)
absence of CEO from
Pakistan – S.232(1).
>10M capital Y CA CEO & 1 Director or 2 Y Y
All 247(1)(a) Directors in case of S.233 S.226(1)
companies absence of CEO from
Pakistan – S.232(1).
 Additional
 Sections:
 S.70: Return as to allotments.
 S.76: Restriction on transfer of shares by the members of a private company.
 S.465: Special return to rectify the data.

 Regulations:
 R(12): Return of allotments of shares.
 R(14): Return for change in shareholding etc.

 Returns:
 Form 3: Return of allotments of shares.
 Form 3A: Change of more than twenty five percent in shareholding or membership or voting
rights.

Along with:
 All documents.
 Sections:
 S.85: Power of company to alter its share capital.

 Regulation:
 R(4): Forms and Returns.

 Returns:
 Form 7: Notice of alteration in share capital.
 Form 26: Special Resolution.

Along with:
 Resolutions.
 Sections:
 S.100: Requirement to register a mortgage or charge.
 S.101: Particulars in case of series of debentures entitling holders pari passu.
 S.106: Modification in the particulars of mortgage or charge.
 S.448: Registration of charges.

 Regulation:
 R(18): Verification of copies for purposes of sections 100, 101 and 106.

 Returns:
 Form 10: Particulars of mortgages, charges, pledge, etc.
 Form 16: Particulars of modification of mortgage, charge, pledge, etc.
 Charge creating instruments.

Along with:
 Charge creating instruments.
 Sections:
 S.109: Company to report satisfaction of charge.
 S.448: Registration of charges.

 Regulation:
 R(18): Verification of copies for purposes of sections 100, 101 and 106.

 Return:
 Form 17: Memorandum of complete satisfaction of mortgage, charge, pledge, etc.

Along with:
 Release Deed.
 No Objection Certificate from Bank.
 Section:
 S.21: Registered office of company.

 Regulation:
 R(4): Forms and Returns.

 Return:
 Form 21: Notice of situation of registered office or any change therein.

Along with:
 Resolution (if any).
 Section:
 S.150: Filing of resolution.

 Regulation:
 R(4): Forms and Returns.

 Return:
 Form 26: Special Resolution.

Along with:
 Extract of Resolution.
THANK YOU!