1. In Professional Development Programme 2015
Lecture on Registration of SOLE ProprietorsHIP, Partnership and Companies
Filing of Statutory Return/Forms and Winding up/Liquidation/Dissolution
In Professional Development Programme 2015
Presented by:
Naeem Mahmood
Head of Corporate Department
Baker Tilly Mehmood Idrees Qamar Chartered Accountants
Cell #:

2. FORMS OF BUSINESS IN PAKISTAN
SOLE PROPRIEOTRSHIP
PARTNERSHIP UNDER PARTNERSHIP ACT 1932
COMPANY UNDER THE COMPANIES ORDINANCE, 1984

3. REGISTRTION OF SOLE PROPRIETORSHIP
For registration of sole proprietorship we just have to obtain National Tax Number (NTN) Certificate from Federal Board of Revenue.
For this the tax payer must be present in person and brought the following with him:
Original CNIC alongwith Photocopy.
Cell phone with SIM registered against his own CNIC.
Personal address.
Bank account maintenance certificate.
Original NTN Certificate of the Individual.
Letterhead of the business.
Evidence of tenancy/ownership of business premises.
Paid utility bill of business/premises not older than 3 months.

4. Kinds OF Partnership
Unregistered partnership
Registered partnership

5. REGISTRATION OF Partnership UNDER THE PARTNERSHIP ACT, 1932
An application to be submitted to registrar of firm alongwith the following documents:
Form-A regarding the application for registration of firm under section 58 of Partnership Act, (must be signed by all the partners)
Attested copy of Partnership Deed.
Attested copy of CNICs of all the partners and witnesses.
Blank non-judicial Stamp paper of prescribed amount.
An original paid treasury challan of prescribed amount being the fee for the registration of firm.
Registrar will issue the certificate for the registration of Partnership.
If a form is signed by an agent on behalf of a partner the application must be accompanied by a power of attorney or etter of the authorization.

6. REGISTRATION OF COMPANIES UNDER COMPANIES ORDINANCE, 1984
COMPANIES LIMITED BY SHARES
Private
Public
Single Member
ASSOCIATION NOT FOR PROFIT
Granted licence under section 42 of the Companies Ordinance, 1984

7. Companies limited by guarantee
Under section 43 of the companies ordinance, 1984
Non-banking finance companies
Under section 282c of the companies ordinance, 1984
Exchange company
Licensing under chapter ii of foreign exchange manual of SBP

8. REGISTRATION OF PRIVATE, PUBLIC AND SINGLE MEMBER LIMITED COMPANY
AVAILABILITY OF NAME
Online
Physical
OBTAINING DIGITAL SIGNATURE CERTIFICATES OF ALL THE PROMOTERS FROM NIFT (only for online registration)

9. FILING OF DOCUMENTS WITH COMPANY REGISTRATION OFFICE
Form-1
Form-21
Form-27 (in case of public company)
Form-28 (in case of public company)
Form-29 (in duplicate in case of physical filing)
Form-S1 (in case of single member company)
Memorandum and Articles of Association (four copies duly signed by all the promoters and witness in case of physical filing)
Copies of CNICs of all the directors/promoters
Copy of No Objection Certificate for availability of name
Payment of registration and filing fee as per sixth schedule
Certificate of Incorporation (under section 32)
Certificate for Commencement of Business (under section 146 for public company)

10. POST INCORPORATION COMPLIANCES
S. No
EVENT
TIMEFRAME
RETURNS TO BE FILED WITH REGISTERAR 1
Appointment of first Chief Executive
within 15 days from the date of incorporation of the company.
Form-29 within 14 days from the date of appointment of Chief Executive. Public Companies are also required to file Form-28 within 14 days from the date of appointment of Chief Executive. 2
Appointment of first Auditors
within 60 days from the date of incorporation of the company
Form-29 within 14 days from the date of appointment of Auditors 3
Appointment of company secretary by a listed and single member company (SMC)
within 14 days of incorporation of SMC and from the date of listing for listed companies
Form-29 within 14 days from the date of appointment of Company Secretary 4
Appointment of Legal advisor
Every company having paid up capital of Rs. 5 Lakh and above shall appoint a legal adviser
Form-29 as and when company's paid up capital reaches Rs. 5 Lakh and above 5
Holding of Annual General Meeting (AGM) for i. presentation of annual audited account befor the members;
ii. Appointment of auditor;
iii. Election of directors and
iv. Declaration of dividend if any
First AGM is required to be held within 18 months from the date of incorporation of the company and thereafter in each calendar year within period of 4 months from the close of the annual accounts and not more than 15 months after the holding of its last preceding annual general meeting First election of directors is to be held in first AGM and than after every three years
Form-A by companies having share capital within 45 days in case of listed companies and within 30 days in case of other companies.
Form-B by companies not having share capital within 30 days of AGM.
Annual Accounts: Three copies of the audited annual accounts in case of listed company and two copies in case of public unlisted company and any other company having share capital of Rs. 7.5 million and above, are required to file within 30 days from holding of AGM.
Form-29 within 14 days from the date appointment of auditors and in case of directors from the date of election of directors. Public companies are also required to file Form-27 and Form-28 within 14 days from the date of election of directors

11. POST INCORPORATION COMPLIANCES
S. No
EVENT
TIMEFRAME
RETURNS TO BE FILED WITH REGISTERAR 6
Appointment of subsequent Chief Executive
Within 14 days from the date of election of directors of the office of Chief Executive falling vacant
Form-29 within 14 days from the date of appointment of subsequent Chief Executive
Public companies are also required to file Form-28 within 14 days from the appointment of subsequent chief executive. 7
Commencement of Business
Public company shall commence its business after obtaining certificate of commencement of business
Form-23, alongwith statement in lieu of prospectus by all public unlisted companies.
Form-22 alongwith prospectus by all listed companies and all other relevant returns/documents 8
Statutory meeting by a public company having share capital
Within three to six months from the date at which the company is entitled to commence business
Five copies of statutory report on Form-25 certified in the prescribed manner, atleast 21 days before the date of Statutory Meeting

12. REGISTRATION OF ASSOCIATION NOT FOR PROFIT GRANTED LICENCE UNDER SECTION 42 OF THE COMPANIES ORDIANCE, 1984
OBJECTS
It is established for the promotion of any or all of the following objects:
COMMERCE
ART
SCIENCE
RELIGION
SPORTS
SOCIAL SERVICES
CHARITY
ANY OTHER USEFUL OBJECT

13. AVAILABILITY OF NAME
LICENCE UNDER SECTION 42 OF THE COMPANIES ORDINANCE, 1984 FROM SECP
OBTAINING DIGITAL SIGNATURE CERTIFICATES OF ALL THE PROMOTERS FROM NIFT
FILING OF DOCUMENTS WITH COMPANY REGISTRATION OFFICE
FOR REGISTRATION OF ASSOCIATION NOT FOR PROFIT GRANTED LICENCE UNDER SECTION 42 OF THE COMPANIES ORDINANCE, 1984
CERTIFICATE OF INCORPORATION

14. REGISTRATION OF COMPANIES LIMITED BY GUARANTEE UNDER SECTION 43 OF THE COMPANIES ORDIANCE, 1984
AVAILABILITY OF NAME
OBTAINING DIGITAL SIGNATURE CERTIFICATES OF ALL THE PROMOTERS FROM NIFT
FILING OF DOCUMENTS WITH COMPANY REGISTRATION OFFICE FOR THE REGISTRATION OF COMPANY
CERTIFICATE OF INCORPORATION
CERTIFICATE FOR COMMENCEMENT OF BUSINESS

15. NON-BANKING FINANCE COMPANIES
TYPES OF SERVICES THAT FALL UNDER THE DOMAIN OF NON- BANKING FINANCE SERVICES INCLUDE THE FOLLOWING:
ASSET MANAGEMENT SERVICES
DISCOUNTING SERVICES
HOUSING FINANCE SERVICES
INVESTMENT ADVISORY SERVICES
INVESTMENT FINANCE SERVICES
LEASING
PENSION FUND SCHEME BUSINESS
PRIVATE EQUITY AND VENTURE CAPITAL FUND MANAGMEMENT SERVICES
REIT MANAGEMENT SERVICES
VENTURE CAPITAL INVESTMENT

16. REGISTRATION OF NON-BANKING FINANCE COMPANIES UNDER SECTION 282C OF THE COMPANIES ORDINANCE, 1984
AVAILABILITY OF NAME
PERMISSION TO FORM A NBFC FROM SECP
OBTAINING DIGITAL SIGNATURE CERTIFICATES OF ALL THE PROMOTERS FROM NIFT
FILING OF DOCUMENTS FOR REGISTRATION OF NBFC WITH COMPANY REGISTRATION OFFICE
CERTIFICATE OF INCORPORATION
LICENCE FROM SECP
CERTIFICATE FOR COMMENCEMENT OF BUSINESS

17. REGISTRATION OF EXCHANGE COMPANY

18. AVAILABILITY OF NAME
OBTAINING NOC FROM STATE BANK OF PAKISTAN
OBTAINING DIGITAL SIGNATURE CERTIFICATES OF ALL THE PROMOTERS FROM NIFT
FILING OF DOCUMENTS FOR REGISTRATION OF EXCHANGE COMPANY WITH COMPANY REGISTRATION OFFICE
CERTIFICATE OF INCORPORATION
ISSUANCE OF LICENCE FROM STATE BANK OF PAKISTAN
COMMENCEMENT OF BUSINESS

19. FILING OF STATUTORY RETURNS/FORMS

20. Statuary Returns of Partnership Under Partnership Act 1932
S. No
Forms/Returns
Description
Section 1
Form-A
Application for registration of Frim
Section 58 2
Form-B
Statement specifying altration in the firm name or in the location of the principal place of business of the firm
Section 60(1) 3
Form-C
Notice of change of address
Section 61 4
Form-D
Notice of change in the name of partner and his permanent address
Section 62 5
Form-E
Notice of change of constitution or dissolution of the firm
 Section 63 6
Form-F
Notice of election by a person admited as a minor to the benefits of partnership in a firm to become or not to become a partner 7
Form-G
Register of firms

21. Statutory Returns under Companies Ordinance 1984
S. No
Forms/Returns
Description
Section 1
Form-1
Declaration of Applicant for Incorporation
Section 30(2) and rule 4 2
Form-2
Application to the Securities and Exchange Commission of Pakistan for The approval of conversion of a Public Company into a Private Company
Section 44 and rule 7 3
Form-3
Return of Allotments
Section 73 (1) 4
Form-4
Particulars of Oral Contract relating to shares
Section 73(2) 5
Form-5
Statement of The amount or rate per cent of the commision payable in respect of shares/debentures and of the number of the shares/depentures for which persons have agreed to subscribe for absolutely or conditionally
Section 82 6
Form-6
Notice of Consolidation, division of sub-division of shares, specifying the shares so consolidated, divided or sub-divided or the cancellation of shares (Otherwise than in connection with a reduction of share capital under section 96 of the Companies Ordinance)
Section 92 / 93 7
Form-7
Notice of Increase in Nominal share Capital
Section 92/94 8
Form-8
Notice of Increase in Number of Members
Section 94 9
Form-9
Notice of the Court's Order disallowing/confirming the variations of the rights of holders of/special class of shares
Section 108 (5) 10
Form-10
Particulars of Mortgages, Charges, etc
Sections 121, 129 and 463

22. Statutory Returns under Companies Ordinance 1984
S. No
Forms/Returns
Description
Section 11
Form-11
Particulars of Mortgage or Charge subject to which property has been acquired
Section 122 and 463 12
Form-12
Register of Mortgages, etc. and of Memorandum of satisfaction thereof
Section 125, 129, 132, 133 and 137 13
Form-13
Registration of Entire series of debentures/redeemable capital
Section 123,124 and 463 14
Form-14
Particulars of an issue of redeemable capital/debentures in a series when more than one issue in the series is made
Proviso to section 123 and section 463 15
Form-15
Chronological index of Mortgages, Charges, etc. Registered with Registrar
Section 126 16
Form-16
Particulars of Modification of Mortgage, Charge, etc
Section 129(3) and 463 17
Form-17
Memorandum of Complete satisfaction of Mortgage, Charge, etc
Section 132 and 463 18
Form-18
Notice of Appointment of receiver of Manager
Section 137 and 464 19
Form-19
Notice to be given by Receiver/Manager on ceasing to act as such
Section 138 (1) and 464 20
Form-20
Receiver or Manager's abstract of Receipts and payments
Section 138 and 464 21
Form-21
Notice of Situation of Registration office or any change therein
Section 142 22
Form-22
Declaration with the Compliance with the conditions of section 146 of The Companies Ordinance, 1984 before commencing business in case of a Company issuing prospectus
Section 146

23. Statutory Returns under Companies Ordinance 1984
S. No
Forms/Returns
Description
Section 23
Form-23
Declaration before commencing business in case of a Company filing statements in LIEU of prospectus
Section 146 (1) (e) 24
Form-24
Notice of Rectification of Register of Members
Section 154 25
Form-25
Statutory Report
Section 157 26
Form-26
Special Resolution
Section 172 27
Form-27
List of Persons Consenting to act as Directors
Section 184 28
Form-28
Consent to act as Director/Chief Executive 29
Form-29
Particulars of Directors and Officers, including The Chief Executive, Managing agent, Secretary, Chief Accountant, Auditors and Legal Advisers, or of any change therein
Section 205 30
Form-30
Resolution passed by members pursuant to section 208
Section 208 and Rule 15 31
Form-31
Return containing particulars of beneficial owner ship of listed Securities
Section 222 32
Form-32
Return of Change of beneficial ownership of listed Securities and Making of Gains
Section 222 and 224 33
Form-33
Notice of Address at which books of Accounts are maintained
Section 230(1) and 464 34
Form-34
Pattern of Shareholding
Section 236 (1) and 464 35
Form-35
Application for Extension in period for payment of dividend
Section 251 (2)

24. Statutory Returns under Companies Ordinance 1984
S. No
Forms/Returns
Description
Section 36
Form-36
Notice to dissenting Shareholders
Section 289 37
Form-37
Information to be furnished in relation to any offer of a scheme or contract involving thetransfer of share or any class of shares in the transferror company to the transferee Company
Section 289 (5) and rule 21 38
Form-38
Documents (Charter/Statute/Memorandum and Articles, etc.) Delivered for Registration by a foreign Company
Section 452 (1) (a) and rules 22 and 23 39
Form-39
Return showing address of The registered or Principal office of a foreign Company or of any change therein
Section 451(I)(b) and 452(b) 40
Form-40
Return showing purticulars of Directors, Chief Executives and Secretaries (if any) of a foreign Company or of any alteration therein
Section 451 (1) (c) and 452 (c) 41
Form-41
Return showing purticulars officer of a foreign Company or of any change therein
Section 451 (1) (d) and 452 (d) 42
Form-42
Return showing purticulars of persons resident in Pakistan authorized to accept service on behalf of a foreign Company of any alteration therein
Section 451(1)(e) and 452(e) 43
Form-43
Return showing address of The principal place of buisness in Pakistan of a foreign Company or of any change therein
Section 451(1) (f) and 452(f) 44
Form-44
Return fo alteration in charter, etc of a foreign Company
Section 452(a) and rules 22 and 23 45
Form-45
List of places of business estabished by a foreign Company in Pakistan and submission of accounts by foreign Companies
section 453(1) 46
Form-46
Notice by a foreign Company on ceasing to have any place of business in Pakistan
Section 458 47
Form-A
Form-A Annual return of Company having share capital
Section 156 48
Form-B
Form-B Annual Return of Company not having share capital
 Section 156

25. Statutory Returns under Companies Ordinance 1984
S. No
Forms/Returns
Description
Section 49
Circular 86(3)
Circular to be sent to members along with the notice offering new shares
Section 86 (3) 50
Statements in LIEU of Prospectus
Form of statement in LIEU of prospectus to be delivered to registrar by a Company which does not issue a prospectus or which does not go to allotment on a prospectus issued, and reports to be set out therein
Pursuant to section 69 51
Form of statement in LIEU of prospectus to be delivered to registrar by a Company on ceasing to be a Private Company and reports to be set out therein
Pursuant to section 45

26. WINDINGUP/LIQUIDATION/DISSOLUTION

27. SOLE PROPRIETORSHIP
A notice for discontinuation of business shall be published in the Newspaper.
A letter to be submitted to commissioner Inland Revenue for discontinuation of business.

28. PARTNERSHIP UNDER THE PARTNERSHIP ACT 1932
A notice for discontinuation of business shall be published in the Newspaper.
An application to be submitted to registrar of firm for the dissolution of partnership alongwith the following:
Attested copy of dissolution deed.
Form-E regarding the application for dissolution of firm under the Partnership Act, 1932.
Attested copy of computerized CNICs of all the partners including witnesses.
Newspaper in which the notice of discontinuation of business was published.
Copy of registration certificate.
An original paid treasury challan of prescribed amount being the fee for the dissolution of firm.
Blank non-judicial Stamp paper of prescribed amount.
Registrar will issue the certificate for the dissolution of Partnership.
A letter to be submitted to commissioner Inland Revenue for discontinuation of business.

29. COMPANIES UNDER THE COMPANY ORDINANCE, 1984
WINDING UP THROUGH COURT
MEMBERS VOULANTARY WINDING UP
WINDING UP THROUGH EASY EXIT REGULATIONS, 2014

30. MEMBERS VOULANTARY WINDING UP
S. No
Particulars
PROVISION FOR DAYS
COMPANIES ORDINANCE SECTIONS 1
Cut-off date of accounts 2
Finalization of accounts 3
Finalization of audited accounts for the period ended ______ (initialed by auditor) 4
BOD resolution for approval of audited accoutns and authorizing for signature 5
Copy of consent of liquidator to be obtained before the meeting
364(1) 6
Signing of audited accounts and declaration of solvency by Chief Executive Office and all Directors 7
Signing of audited accounts by Auditors 8
Documents to be filed with registrar.
Within 5 weeks before the EOGM
362 (1) and 362(2)
a. Declaration of Solvency
b. Statement of assets and liabilities
c. Audited accounts upto _______ 9
Meeting to be held (EOGM)
361(1) 10
Bank Account to be opened in the name of the liquidator 11
Notice of meeting for passing the resolution for winding up to be given in/to:
Within 10 days after the meetings
a. Official Gazette
b. Newspaper circulating in the province of Sindh
c. Registrar

31. MEMBERS VOULANTARY WINDING UP
S. No
Particulars
PROVISION FOR DAYS
COMPANIES ORDINANCE SECTIONS 12
Notice by the Company to the registrar for the appointment of liquidator
Within 10 days of appointment
366(2) 13
Notice by the liquidator of his appointment to the Registrar by advertisement in Official Gazette
Within 14 days of appointment
389(1) 14
Following additional documents to be submitted to the registrar:
a. Copy of letter of acknowledgement from “Central Publication Branch” for advertisement of the meeting and liquidator’s appointment
b. Copy of advertisement published in newspaper 15
Notice to be submitted to Commissioner Inland Revenue for the discontinuance of business
Within 14 days of Resolution
72(1) 16
Notice by the liquidator to the Commissioner Inland Revenue of his appointment 17
Form-26 for the resolution passed to be submitted to the registrar
Within 15 days of Resolution
172 18
Minutes of the EOGM to be submitted to the registrar 19
Statement of affairs to be submitted by the Company to the liquidator
Within 21 days of Resolution
328 read with 386 20
Liquidator’s preliminary report to be filed with the registrar
Within 30 days of Resolution
329 (1) 21
Finalization of Income Tax (Audit) 22
Payment of Tax liability, if any 23
Auditor’s report on liquidator’s account
As soon as the affairs are wound up
370(2)

32. MEMBERS VOULANTARY WINDING UP
S. No
Particulars
PROVISION FOR DAYS
COMPANIES ORDINANCE SECTIONS 24
Notice of Final Meeting to be given in/to:
At least 10 days before the meeting
370(3)
a. Official Gazette
b. News paper circulating in the province of Sindh
c. Registrar
d. Contributors 25
Copy of the audited accounts and the liquidator’s report to be sent to each contributory alongwith the above mentioned notice of the meeting
370 (2) 26
Final meeting to be held
370(1) 27
Following to be sent to the registrar:
Within one week of the meeting
370(4)
a. A copy or report
b. Audited accounts
c. Return of the meeting
d. Form-26
e. Minutes
f. Photocopies of news paper cutting regarding the notices for final meeting 28
Company expected to be fully wound up
On expiry of 3 months from filing returns under No. 27 above
370(6)

33. WINDING UP through EASY EXIT REGUALTIONS, 2014
These Regulations shall apply to private and public non-listed companies including associations not for profit licensed under section 42 of the Companies Ordinance, 1984 which are not to carrying on business and are not in operation and desirous to strike their names off the register of companies in terms of section 439 of the Companies Ordinance, 1984.