December 1, 2022

Foreign companies doing business in Pakistan are required to submit additional documentation with the Securities and Exchange Commission of Pakistan (SECP) under the new Companies Regulations, 2022. The SECP has circulated the draft of the Companies Regulations for stakeholders to give their views on the matter.

A company applying for a license to operate in Pakistan will have to obtain prior security clearance under the policy approved by the government concerning foreign funding, donation, foreign promoters, foreign directors, and foreign chief executive officers. It will also have to notify the commission that it intends to receive foreign funding or donation.

The application for the registration of the documents of a foreign company will be accompanied by a certified copy of the charter/statute/memorandum. The articles of association or instrument defining the constitution of the foreign company, as well of the person authorized to accept on behalf of the company service of process.

Registrar will require additional information if subscriber is a foreign company or foreign body corporate, the SECP has said. The information must include details of its directors, their nationality, and country of origin, and copy of its charter, statute or memorandum. It must also include a copy of the certificate of incorporation by the foreign company.

The application for a change of name of a foreign company will be accompanied by a name availability letter and other documents. Foreign companies may apply to the registrar to change registered name subject to compliance with the requirements of section 12 read with section 442 of the Act as far as applicable.

Every foreign company that establishes a place of business in Pakistan will deliver the information and documents as mentioned in section 435 of the Act. The application for the registration of the documents of a foreign company will be accompanied by a certified copy of the charter/ statute/ memorandum.

The Registrar of Companies in India will issue a certificate of incorporation under his signatures or authenticated by his official seal, as per Annexure-C. This is conclusive evidence that the requirements of the Companies Act as to registration have been complied with and that the company is duly incorporated.

The new regulations stated that a foreign company will notify the registrar on Form-6 30 days before it intends to cease to have any place of business in Pakistan. The regulations excluding copies of financial statements to be filed under section 437 of the Act, will be duly certified by an officer in the country where the company is incorporated.

An affidavit of the officer of the company referred to in clause (ii) of sub-regulation (1) will be signed before a Pakistan diplomatic consular or consulate officer. The document regarding his authorization by the company for making such an affidavit will be accompanied therewith.

In the case of a member of a foreign company holding at least 25 percent of the shares, voting rights, or controlling interest in a local company, additional particulars of ultimate beneficial owners will need to be obtained, maintained, and duly updated by the foreign company.

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