introduction Group members: Naveed Saeed Ihsan Tufail Badshah Tahir Aziz Muhammad Zeeshan

Companies ordinance 1984 definition Base Copy is Companies ordinance 1969 514 Sections

PRELIMINARY 1. Short title, extent and commencement This Ordinance may be called the Companies Ordinance, 1984 It extends to the whole of Pakistan. It will come into force at once and the remaining provisions of this Ordinance shall come into force by Federal Govt. by notifications in future.

PRELIMINARY 3. Meaning of "subsidiary" and "holding company" A Company is Called Subsidiary if: that other company or corporate body directly or indirectly controls or holds more than fifty per cent of its voting securities the first mentioned company or body corporate is a subsidiary of any company A Company is Called Holding if: a company shall be deemed to be another's holding company if, that other is its subsidiary

MEMORANDUM OF ASSOCIATION 19. Printing, signature, etc. of memorandum The memorandum shall be— Printed Divided into paragraphs numbered consecutively By each subscriber Present name in full, His occupation and Father’s Name dated.

MEMORANDUM OF ASSOCIATION 20. Restriction on alteration of memorandum A company shall not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent specified in this Ordinance.

MEMORANDUM OF ASSOCIATION 21. Alteration of Memorandum A company may alter by special resolution To carry on its business more economically or more efficiently; or To attain its main purpose by new or improved means; or To enlarge or change the local area of its operations; To carry on some business, not being a business specified in its memorandum, to sell or dispose of the whole or any part of the undertaking of the company The alteration shall not take effect until and except in so far as it is confirmed by the Commission on petition:

ARTICLES OF ASSOCIATION 27. Printing, signature, etc., of articles The articles shall be Printed Divided into paragraphs numbered consecutively By each subscriber Present name in full, His occupation and Father’s Name dated

ARTICLES OF ASSOCIATION 28. Alteration of articles A company may alter Articles of Association only if the condition is mentioned in Memorandum It shall be carried out only if a majority of at least three- fourths of the members OR If there is sufficient votes by the Members affected by such Alteration The alteration shall not take effect until and except in so far as it is confirmed by the Commission on petition:

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES 37. Prohibition of certain names Companies should not be registered with the name which in the opinion of the Commission is inappropriate or deceptive or is exploit or offend the religious Feelings of the people. A Name already Registered with that Name Except with the prior approval in writing of the Commission, no company shall be registered by a name which contains any words calculated to suggest: Past or Present, Pakistani or foreign, Head of State CONTINUE

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES 37. Prohibition of certain names any connection with the Federal Government or a Provincial Government any connection with any corporation set up by or under any Federal or Provincial law; or the patronage of, or any connection with, any foreign Government or any international organization. In Case of any Blame over the Name of Company, The provisions of this section says that the decision of the Commission shall be final

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES 39. Change of name by a company

CONVERSION OF COMPANIES 44. Conversion of public company into private company A Public Company can be change to Private and Private company into Public Limited only if there is the Prior written approval of the Commission in writing The Commission may impose certain Conditions in this behalf

DISCOUNT on shares 84. Power to issue shares at a discount: Only allowed if it is Authorized by resolution passed in AGM The resolution must specify the maximum rate1 of discount, at which shares are to be issued After one year of commencement Share on discount can be issued only when issue is sanctioned Issue of shares at a discount shall not be deemed to be reduction of capital. Balance sheet and other Statements must have the Discount value in all “Not exceeding 10 % or a higher rate fixed by the Authority" by Companies (Amendment) Ordinance, 2002.

REDUCTION OF SHARE CAPITAL

REGISTRATION OF UNLIMITED COMPANY AS LIMITED

DIRECTORS 174. Minimum number of directors SM PVT LTD shall have at least one director; PVT LTD private company shall have not less than two directors; Public Company (rarely) shall have not less than three directors PUBLIC LTD Co. / LISTED COMPANY shall have not less than seven directors to be elected in AGM

DIRECTORS 176. First directors and their term

177. Retirement of directors

180. Term of office of directors. After selection in AGM of the Director, He can continue for Three Years Until he not Resign He becomes disqualified * Companies (Amendment) Ordinance, 2002.

A Director Can’t be Removed until 181. Removal of director A Director Can’t be Removed until There should be equal or exceed votes by Shareholders Against him.

WINDING UP OF UNREGISTERED COMPANIES 443. Meaning of "unregistered company"

LEGAL PROCEEDINGS, OFFENCES, ETC. 492*. Penalty for false statement In any of below cases while making a false Statement about a company shall be punishable with fine not exceeding one hundred thousand rupees. Report, Certificate, Balance Sheet, Profit And Loss Account, Income And Expenditure Account, Prospectus, offer of shares, books of accounts Explanation required by or for the purposes of any of the provisions of the Company Documents Omits any material fact knowing it to be material (Aquedate Disclosure)

LEGAL PROCEEDINGS, OFFENCES, ETC. 497. Penalty for improper use of word “Limited If any Person/ Business hides it’s identity: Using Improper display name or title of Company e.g. Using Rahat Bakers Name Hiding Your “Company Name” Last Title e.g. Limited, (Private) Limited, (Guarantee) Limited, In any Above Case, The Company will be liable to a fine not exceeding fifty thousand* rupees and, In the case of a continuing offence, the company will liable to a further fine not exceeding five hundred* rupees Each Day. * Companies (Amendment) Ordinance, 2002.

Registrar fee schedule I. BY A COMPANY HAVING A SHARE CAPITAL: NOMINAL SHARE CAPITAL DOES NOT EXCEED RS. FIVE LAC (500,000) 5,000 TILL FIFTY LAC (5,000,000) FOR EVERY 100,000 OR PART ADD 500 AFTER FOR EVERY 100,000 ADD 250 II. BY A COMPANY NOT HAVING A SHARE CAPITAL: REGISTRATION 20,000 III. GENERAL CHARGES: Certified copy of the certificate of incorporation 50 A certificate of commencement Certificate of registration Any application submitted to registrar by any creditor of the company 200 Approval for change of name 1,000 EXTENSION IN HOLDING AGM Public company 15,000 Private company