REGISTRATION OF A FOREIGN COMPANY

Who needs to deliver the requisite documents?

Every foreign company which establishes a place of business in Pakistan has to deliver the requisite documents to the registrar concerned within 30 days of establishment of a place of business in
Pakistan.

Which statutory returns are required to be filed under the provisions of the Companies Ordinance, 1984 by a foreign company after establishment of its place of business in Pakistan?

A foreign company is required to file the following documents, under the provisions of the Companies Ordinance, 1984 (the ‘Ordinance’) as prescribed under the Companies (General Provisions and Forms)
Rules, 1985, (the ‘Rules’), within thirty days of establishing a place of business in Pakistan, to the registrar concerned:

1. Certified copy of the charter, statute or Memorandum and Articles of the company. In case the
2. Documents are in a language other than English or Urdu language, a translation thereof into English has also to be provided.
3. Address of registered office or principal office of the company.
4. Particulars of directors, Chief Executive and secretary, if any, of the company.
5. Particulars of principal officer of the company in Pakistan.
6. Particulars of person(s) resident in Pakistan authorized to accept service on behalf of the foreign company along with the certified copy of the appointment order, authority letter of board of directors’ resolution and consent of the principle officer.
7. Address of principal place(s) of business in Pakistan of the foreign company.
8. List of places of business established by a foreign company in Pakistan (Section 451 of the Ordinance).
Is a foreign company required to obtain any other permission from any other organization for opening and maintaining of its branch/liaison office in Pakistan?
A foreign company is required to obtain a permission letter from the Board of Investment with a specific validity period for opening and maintaining of its branch/liaison office in Pakistan. Copy of such permission letter is required to be furnished with the documents meant for registration. Renewal/extension of the permission to open/maintain a branch/liaison office is also required to be obtained from the Board of Investment on the expiry of the validity period of the permission originally granted. Whenever such renewal/extension is granted, a copy must be furnished to the registrar concerned.

What type of certification is required for the documents constituting or defining the constitution of a foreign company?

A copy of the charter, statute, memorandum and articles of association, or other instrument, constituting or defining the constitution of a foreign company is required to be duly certified by:-

a. the public officer in the country where the company is incorporated in whose custody the original is committed; or
b. a notary public of the country where the company is incorporated; or
c. an affidavit of a responsible officer of the company in the country where the company is incorporated.
The signature and seal of the person so certifying is required to be authenticated by a Pakistani diplomatic consular or consulate officer.

What are the requirements, if charter, statute, memorandum and articles of association, or other instrument, constituting or defining the constitution of a foreign company, is in language other than English?

If the document constituting charter, statute or memorandum and articles of association is not in English or Urdu, duly certified translation in English or Urdu language is required to be provided. [Rule 23 of Companies (General Provisions and Forms) Rules, 1985]

Which provisions of the Ordinance are applicable regarding the name of the Foreign company?

The provisions of Sections 37 to 41 of the Ordinance relating to the name of a company and any change in such name are also applicable to a foreign company. A foreign company becomes subject to the same
Restrictions on its name as applicable to other companies which are incorporated in Pakistan. This means that name of a foreign company will be unacceptable if it has close resemblance with the name of a company already exist on the register of companies or is inappropriate or deceptive or is designed to exploit or offend the religious susceptibilities of the people or suggests connection with any Government or its organization or any international organization.

Whether a foreign company is required to file any statutory return or deliver any document to the registrar concerned on change or alteration therein?

Any change or alteration in particulars of the documents and returns filed at the time of registration (as specified under section 451 and discussed at 1.2) is required to be notified within 30 days of such change or alteration (Section 452), in the following manner:
a. Any change or alteration in the Memorandum of Association, Charter and Statute etc., previously filed on Form 38, is required to be filed on Form 44 within 30 days of such change or alteration.
b. Any alteration in the information filed on any of these Forms, is required to file on the same Form containing the alteration within 30 days of such alteration.

Which financial statements are required to be filed with the Registrar by a foreign company registered in Pakistan?

A foreign company is required to file with the registrar concerned the following accounts/documents every year within six months of the closure of the accounts or within 45 days of filing of the accounts in the country of origin, whichever is earlier:
• Annual accounts in respect of its operations within Pakistan.
• Global accounts.
• List of Pakistani members and debenture holders.
• containing places of business of the company in Pakistan.
Global accounts are the accounts which a foreign company files with the authorities in country of origin. If a foreign company is not required to file the Accounts in country of origin, it shall prepare Global Accounts
and get the same audited for purpose of filing of such accounts under the Ordinance like a public company.
Are there any statutory obligations for the foreign companies under the Companies Ordinance, 1984?
A foreign company is required to comply with the following statutory obligations:-
a. To maintain registers of Pakistani members and debenture-holders, directors and officers at its principal
b. place of business and keeping it open to inspection.
c. To state the country of origin in every prospectus inviting subscriptions for its shares or debentures in Pakistan.
Note:All foreign companies must deliver accounts - there is no exception. The accounts for its operations in Pakistan would be prepared and audited just like a public company.
(a) To exhibit the name of the company and the country of its incorporation on the outside of every place of business in Pakistan, in letters easily legible in English or Urdu characters and also if the place of business is beyond the local limits of the ordinary original civil jurisdiction of a High Court, in the characters of one of the vernacular language used in that place.
(b) To mention the company's name and country of incorporation in English or Urdu characters on all letter
(c) paper, bill heads, notices, advertisements, documents and other official publications of the company.
(d) To state the fact that the liability of the members of the company is limited in legible English or Urdu characters in every prospectus inviting subscription for its shares, all letter papers, bill heads, notices, advertisements, and other official publications of the company.
Is a foreign company obliged to register a mortgage/charge under the Companies Ordinance, 1984?
All provisions, as applicable to other companies, relating to the registration of mortgage and charges are also applicable to a foreign company. A foreign company at the time of creation of a mortgage or charge on their property in Pakistan, is required to file particulars of the mortgage or charge, together with a copy of the instrument creating or evidencing thereof, with the concerned registrar. The documents must be filed within 21 days after the creation of the mortgage/charge. Section 121 of the Ordinance enlists the mortgages and charges to be registered. If a foreign company has already created a charge on a property in Pakistan, it is required to file the documents within thirty days of the establishment of a place of business in Pakistan. All details about registration of mortgage and charge are available in the SECP’s Guide of “Company Mortgages and Charges”.
Does a foreign company maintain books of accounts?
The provisions of Section 230 of the Ordinance, relating to the maintenance of books of account by companies, apply to the foreign companies to the extent of requiring them to keep at their principal
place of business in Pakistan the books of account with respect to money received and expended, sales and purchases made, and assets and liabilities of its business in Pakistan.
How does a foreign company cease its activities in Pakistan?
If a foreign company ceases to have place of business in Pakistan, it is required to give notice to the registrar concerned at least 30 days before it intends to cease to have any place of business in Pakistan and to publish a notice of such intention at least in two daily newspapers circulating in the Province(s) in which such place(s) of business is situated. All obligations of the company to deliver documents to the registrar concerned ceases from the date of such intention to cease to have any place of business in Pakistan, except that such foreign company does not have any other place of business in Pakistan.
What are the requirements if a foreign company goes into liquidation in the country of its incorporation?
The requirements are to -
(a) give notice to the registrar concerned within 30 days;
(b) simultaneously publish a notice at least in two daily newspapers circulating in the Province(s) in which its place(s) of business is situated;
(c) furnish to the registrar concerned all returns and account relating to the liquidation in respect of such
(d) portion of the company’s affairs as relates to its business in Pakistan, within thirty days of the conclusion of the liquidation proceedings; and
(e) publish a statement on every invoice, order, letter paper, bill head, notice of other publications in Pakistan that the company is being wound up in the country of its incorporation.

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