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

2. Companies ordinance 1984 definition
Base Copy is Companies ordinance Sections

3. 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.

4. 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

5. 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.

6. 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.

7. 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:

8. 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

9. 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:

10. 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

11. 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

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

13. 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

14. 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.

15. REDUCTION OF SHARE CAPITAL

16. REGISTRATION OF UNLIMITED COMPANY AS LIMITED

17. 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

18. DIRECTORS
176. First directors and their term

19. 177. Retirement of directors

20. 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.

21. 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.

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

23. 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)

24. 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.

25. 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