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GOVERNMENT OF PAKISTAN
MINISTRY OF FINANCE, ECONOMIC AFFAIRS AND PLANNING
(Finance Division)
Islamabad, the September 5, 2003
NOTIFICATION
S.R.O 891 (I)/2003. –
In exercise of the powers conferred by sub-section (2) of section 466 of the
Companies Ordinance, 1984 (XLVII of 1984), read with clause (c) of section 43 of
the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), and
in super session of the Notification No. S.R.O. 1139(I)/86, dated the 30th
December, 1986, the Securities and Exchange Commission of Pakistan is pleased to
make the following regulations, namely: -
1. Short title and commencement.—(1) These rules may be called the Companies
(Registration Offices) Regulations, 2003
(2) They shall come into force at once.
2. Definitions.—(1) In these Regulations, unless there is anything repugnant in
the subject or context,----
(a) “Annex” means an annexure to these regulations;
(b) “Company Registration Office” means an office established by the Commission
under sub-section (1) of section 466;
(c) “electronic database” means the system for maintaining a database relating
to company information and includes the Corporate Registration System, Corporate
Compliance and Facilitation System, and Diary System;
(d) “Ordinance” means the Companies Ordinance, 1984 (XLVII of 1984);
(e) “registrar concerned” means additional registrar, joint registrar, deputy
registrar or assistant registrar who is incharge of a Company Registration
Office in which a company is registered or in whose territorial jurisdiction its
registered office is situated;
(f) “Registrar of Companies” means the Registrar posted at headquarters of the
Commission and includes an additional registrar;
(g) “Schedule” means a Schedule to the Ordinance; and
(h) “section” means a section of the Ordinance.
(2) The words and expressions used but not defined herein shall have the
same meaning as are assigned to them in the Ordinance.
3. Establishment of Company Registration Offices.- (1) For registration of
companies and performing other duties under the Ordinance, the Commission shall
establish Company Registration Offices at the places specified in column (2) of
the Table below, with jurisdiction extending to companies, not being companies
to which section 5 applies, having registered offices in the territories
specified in column (3) of the said table.
TABLE
|
S. No. |
Place. |
Territory. |
|
(1) |
(2) |
(3) |
|
1. |
Faisalabad. |
The Civil Divisions of Faisalabad and Sargodha except district of Bhakkar in the Province of Punjab.
|
|
2. |
Islamabad. |
The Civil Division of Rawalpindi in the Province of Punjab and the Islamabad Capital Territory.
|
|
3. |
Karachi. |
The Civil Divisions of Karachi, Hyderabad and Mir Pur Khas in the Province of Sindh.
|
|
4. |
Lahore. |
The Civil Divisions of Lahore and Gujranwala, districts of Sahiwal and Pakpatan except tehsil of Chichawatni in the Province of Punjab.
|
|
5. |
Multan. |
The Civil Divisions of Multan, Bahawalpur and Dera Ghazi Khan, district of Bhakkar and tehsil of Chichawatni in the Province of Punjab.
|
|
(1) |
(2) |
(3) |
|
6. |
Peshawar. |
The Province of the North-West Frontier, the Federally Administered Tribal Areas and the Provincially Administered Tribal Areas to which the executive authority of the Province of the North-West Frontier extends.
|
|
7. |
Quetta. |
The Province of Baluchistan and the Provincially Administered Tribal Areas to which the executive authority of the Province of Baluchistan extends.
|
|
8. |
Sukkur. |
The Civil Divisions of Sukkur and Larkana in the Province of Sindh. |
(2) The Company
Registration Offices shall observe such working hours as may, from time to time,
be approved by the Commission for those offices, and shall, with the exception
of public holidays, be open, between the hours of 10:00 A.M. and 2:00 P.M. from
Monday to Friday, for transaction of business with the public.
(3) Every Company Registration Office shall have a seal for authentication of
documents required for or in connection with registration of companies:
Provided that the design of the seal shall require approval of the Registrar of
Companies.
4. Suggestions and complaint box.- In every Company Registration Office, there
shall be placed a “suggestions and complaint box” at a conspicuous place to
receive feedback from the public regarding the working of Company Registration
Office or for any other difficulty or complaint and the box shall be opened by
the person authorized by the Registrar of Companies.
5. Incorporation of companies.- (1) The certificate of incorporation, issued in
pursuance of section 32, shall be in the form as set out in Annex A.
(2) Every company which is incorporated shall be assigned a company registration
number which shall be a consecutive number generated by electronic database to
be used as an identification number for that company and shall be stated on the
certificate of incorporation and all relevant documents or papers relating to
the company.
(3) Where a company transfers its registered office from the territorial
jurisdiction of one Company Registration Office to another, the company
identification number of such company shall be changed by the Company
Registration Office in whose territorial jurisdiction its registered office is
transferred, to the extent it is necessary to reflect the change of the Company
Registration Office.
(4) Every company formed or incorporated outside Pakistan which has a place of
business in Pakistan and files documents pursuant to the provisions contained in
Part XIV of the Ordinance shall also be assigned a company registration number
in the same manner as provided in clause (2).
(5) The registrar concerned shall cause the fact of certificate of incorporation
having been granted, the date of incorporation and the company registration
number to be entered on the stamped memorandum and articles of association under
the dated signature of the registrar concerned issuing the certificate of
incorporation and also cause a copy of the certificate of incorporation to be
attached to the memorandum and articles of association of the company.
(6) The company registration number and the name and designation of the
registrar concerned with his dated signature shall be affixed on all
certificates and other documents and papers issued by the Company Registration
Office with which the company is for the time being registered.
6. Issuance of certificates.- The registrar concerned shall cause the issue of
following certificates, namely:-
(a) The certificate of incorporation for effecting the change of name of a
company for the purpose of section 40 in the form as set out in Annexure B;
(b) the certificate for conversion of a public company into a private company
for the purpose of sub-section (2) of section 41 in the form as set out in
Annexure C;
(c) the certificate for conversion of a private company into a public company
for the purpose of sub-section (3) of section 41 in the form as set out in
Annexure D;
(d) certificate of registration of mortgage or charge, etc., for the purposes of
section 127 in the form as set out in Annex E; and
(e) certificate for commencement of business for the purposes of sub-section (2)
of section 146 in the form as set out in Annex F.
7. Data entry.- The registrar concerned shall cause all incoming documents filed
by, or on behalf, of companies registered with a Company Registration Office to
be entered in the electronic database on the day it is received.
8. Document Management System.- The documents identified by the Commission for
storage of image in the Document Management System shall, before being entered
in the computer system, be scanned and image stored in the Document Management
System on the day on which such documents are received .
9. Time period for examination of documents, applications, etc.- The registrar
concerned shall examine, or cause to be examined, every document received in a
Company Registration Office which is required or authorized by or under the
Ordinance to be registered, recorded or filed with the registrar concerned
within the period as specified in column (3) of the Table below against each
document, application, etc., as specified in column (2) of the said table, and
in case of delay, reasons and circumstances causing the delay shall be recorded.
TABLE
|
S. No. |
Description. |
Period. |
|
(1) |
(2) |
(3) |
|
1. |
Application for availability of name (Section 39).
|
1 day. |
|
2. |
Application for the approval of change of name (Section 39).
|
2 days. |
|
3. |
Issuance of certificate for change of name after the receipt of the approval (Section 41).
|
1 day. |
|
4. |
Documents for conversion of the status of a private company to a public company (Section 45). |
2 days. |
|
|
|
|
|
(1) |
(2) |
(3) |
|
5. |
Issuance of filing certificate after the receipt of certified copy of Court order (Section 102).
|
2 days. |
|
6. |
Registration of mortgage or charge (Section 121).
|
1 day. |
|
7. |
Registration of satisfaction of mortgage or charge (Section 132).
|
1 day. |
|
8. |
Application for issuance of commencement of business certificate (Section 146).
|
2 days. |
|
9. |
Application for grant of extension in holding AGM – a public unlisted company (where powers delegated) or a private company (Sections 158 and 233).
|
2 days. |
|
10 |
Issuance of filing certificate on the receipt of certified copy of Court order under sections 284 and 290.
|
3 days. |
|
|
|
|
|
(1) |
(2) |
(3) |
|
11. |
Application for the certified copy of documents filed, registered or recorded [Section 466(6)].
|
1 day. |
|
12. |
Inspection of documents kept by the Registrar [Section 466(6)].
|
1 hour. |
|
13. |
Issuance of filing certificates of any return or document.
|
2 days. |
|
14. |
Issuance of registration certificate in respect of the documents filed under sections 370 and 382.
|
3 days. |
|
15. |
Issuance of the filing certificates of documents filed by a foreign company under sections 451, 452 and 453.
|
2 days. |
|
16. |
Making minute of an order filed under sections 315, 319 and 350(2) in the books relating to a company. |
3 days. |
10. Payment of
additional fee for late filing of documents.- If any document is filed with or
presented to a Company Registration Office after the expiry of the period within
which it was required or authorized to be filed or registered, not being
particulars or documents requiring registration under section 121, 122, 123,
124, 129, 131 or 132, the registrar concerned may, without absolving the
defaulting company or person of any liability arising out of the default, delay
or failure to comply, accept the document for record on payment of an additional
fee, in addition to normal filing fee, as specified in column (3) of the Table
below against the period of delay specified in column (2) thereof.
TABLE
|
S. No. |
Period of delay. |
Additional fee. |
|
(1) |
(2) |
(3) |
|
1. |
If a document is filed with a delay of not more than fifteen days. |
Additional fee equal to the usual fee specified for the document in the Sixth Schedule.
|
|
2. |
If a document is filed with a delay of more than fifteen days but not more than forty-five days.
|
Additional fee equal to two times of the usual fee specified for the document in the Sixth Schedule.
|
|
3. |
If a document is filed with a delay of more than forty-five days. |
Additional fee equal to three times of the usual fee specified for the document in the Sixth Schedule.
|
11. Registrar not to
accept defective documents.- (1) No document shall be accepted for registration,
filing or record by the registrar concerned, an additional registrar, a joint
registrar, a deputy registrar or an assistant registrar if in his opinion, such
document—
(a) contains any matter contrary to the law, or does not otherwise comply with
the requirements of the law;
(b) is not complete owing to any defect, error or omission
(c) is insufficiently legible or is written upon paper which is not durable; or
(d) is not properly authenticated.
(2) If a document is found defective or incomplete as specified in clause (1),
the registrar concerned may require the company to rectify the defect and file a
revised document in the form and within the period to be specified by him or
refuse to accept or register such document until the defect has been rectified
or, as the case may be, the document has been completed.
(3) If a document has been accepted for record and its data is detected to be
defective, forged or suffering from a defect which is not possible of
rectification, the registrar concerned may for special reasons to be recorded in
writing, ask the company to rectify the document and may cancel the recording
thereof, as may be necessary.
12. Non-payment of fee.- The registrar concerned shall not register, file or
record any document or make a record of any fact in respect of which a fee is
payable under the Sixth Schedule until such fee has been paid and shall, pending
the payment of such fee, act in the same way as if no such document had been
tendered for registration, filing or record.
13. Acceptance of documents.- (1) When a document is accepted for being
registered, filed or recorded, the registrar concerned shall issue an
acknowledgement in the form as set out in Annex G.
(2) Every registered, filed or recorded document shall carry dated initial of
the registrar concerned, stamp showing his name and designation and the seal of
the Company Registration Office.
14. Register of companies.- (1) In every Company Registration Office there shall
be maintained in the electronic database, a register of companies in the form as
set out in Annex H, in which the names of the companies shall be entered in the
order in which they are registered along with the company registration number,
date of incorporation and other particulars specified in the said form.
(2) A note shall be made in the register of companies of every document or fact
relating to the company, which is registered, recorded or filed with a Company
Registration Office
15. Register of mortgages and charges.- (1) Every Company Registration Office
shall maintain, in the electronic database, with respect to each company, a
register of mortgages and charges, registered by the company, modification
therein and satisfaction thereof and requiring registration under section 121,
122, 123, 124, 131, 132, 133 or 134 in the form as set out in Annexure I
(2) Every Company Registration Office shall maintain, in the electronic
database, a chronological index of the mortgages and charges registered with the
Company Registration Office, modification therein and satisfaction thereof under
the Ordinance in the form as set out in Annexure J.
16. Record keeping.- (1) The documents relating to any one company shall be kept
together, distinct and separate from those of other companies.
(2) The documents relating to each company shall be kept in chronological order,
that is to say, in the order of the dates on which they are received by the
Company Registration Office.
17. Submission of periodical statements.- The Registrar of Companies may, by
general or special instruction, require any Company Registration Office to
prepare and send to him, other Company Registration Offices and any other
person, such periodical statements in such form and manner and within such time,
as may be specified in the instruction.
18. Inspection of documents.- (1) The registrar concerned shall permit members
of the public to inspect such registers and records of documents as under the
Ordinance they are entitled to inspect provided that, before such permission is
granted, the inspection fee prescribed in the Sixth Schedule shall be paid.
(2) The inspection of the documents shall be allowed during the time specified
for transaction of business with the public in the presence of the registrar
concerned or an official authorized in each individual case by the registrar
concerned in this behalf
(3) The registrar concerned or other authorized official supervising the
inspection, may permit notes of the inspected documents to be taken, but
verbatim copy of the document inspected may not be allowed to be taken.
19. Issuance of copies of documents.- The registrar concerned shall, on the
application of a person, cause copies of documents to be granted as authorized
under the Ordinance on payment of fee prescribed in the Sixth Schedule.
20. Authentication of certificates, etc.- Every certificate or copy granted
under the provisions of the Ordinance shall be signed and dated by the registrar
concerned or an officer authorized for the purpose and shall bear a stamp
showing his name and also official seal of the Company Registration Office.
21. Notice of any omission to file or register documents.- The registrar
concerned shall take notice of any omission to file or register documents on due
date or any other infraction of the law.
22. Enquires.- The registrar concerned shall institute or cause to be instituted
such enquires in respect of any matter as may be necessary to obtain information
or evidence respecting defaults or any infraction of the law.
23. Legal proceedings.- The Commission or the Registrar of Companies may
authorize the registrar concerned or any other person to institute or cause to
be instituted any legal proceedings or defend or conduct or cause to be defended
or conducted any prosecution or other legal proceedings under the Ordinance
24. Assignment of duties.- (1) The Commission or the Registrar of Companies may
assign any of the duties under the Ordinance, the rules made thereunder or these
regulations and generally regulate performance of duties and issue directions to
the registrar concerned or officials subordinate to the registrar concerned in
such manner as it or he may think fit and they shall follow and observe the
orders and instructions of the Commission or the Registrar of Companies, as the
case may be.
(2) Subject to the directions of the Commission or the Registrar of Companies,
the registrar concerned may assign any duties under the Ordinance, the rules
made thereunder or these regulations and generally regulate performance of
duties and issue directions to any additional registrar, joint registrar, deputy
registrar or assistant registrar, where such officers have been appointed in a
particular Company Registration Office, and other officials of the Company
Registration Offices as he may think fit and they shall follow and observe the
orders and instructions of the registrar concerned and all references in these
regulations to the registrar concerned shall be construed as references to any
assistant, deputy, joint or additional registrar to whom the particular duty has
been assigned by the registrar concerned by a general or special order.
25. Comments on applications.- Where a copy of an application addressed to the
Commission or the Registrar of Companies, is received in a Company Registration
Office in pursuance of rule 32 of the Companies (General Provisions and Forms)
Rules, 1985, the registrar concerned shall, as soon as may be possible but not
later than the second working day after the receipt of the application in his
office, forward to the Commission or the Registrar of Companies, as the case may
be, his parawise comments on the application together with other information and
documents which in his opinion, need to be taken into consideration while
disposing of the application:
Provided that the Commission or, as the case may be, the Registrar of Companies
may dispose of an application without waiting for comments of the registrar
concerned, if so deemed fit.
26. Destruction of documents.- Subject to the previous approval of the Registrar
of Companies, the company records kept in a Company Registration Office under
the Ordinance may be destroyed, after the expiration of the period of their
preservation as specified in Annexure K, if the same are not of sufficient
public value to justify their further preservation, or have not been ordered by
the Commission or any Court to be preserved for a longer period, or are not
likely to be needed in connection with any pending proceedings, before any Court
or authority, of which the Company Registration Office has notice.
Explanation.- A company shall be deemed to be in existence unless its name has
been struck off the register under sub-section (5) of section 439 or unless it
has been fully wound up and finally dissolved.
27. Material for annual report.- (1) Every registrar concerned shall furnish to
the Registrar of Companies, annually, by the 31st July each year, a report on
the working and administration of the Ordinance and other related matters,
concerning the activities of the relevant Company Registration Office in such
form and in such manner as may, from time to time, be specified by the Registrar
of Companies.
(2) The Registrar of Companies shall furnish his annual report to the
Commission, by the 31st August each year, in such form and in such manner as
may, from time to time, be specified by the Commission.
Annexure A
[See regulation 5(1)]
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
CERTIFICATE OF INCORPORATION
|