Section 30: Registration of Memorandum and Articles:

1. Must be in the province the registered office of the company is situated in.
2. A declaration must be made verifying compliance with all relevant laws.
3. If the Registrar is satisfied he shall retain and register the MemArts.
4. If the Memorandum is refused, the subscriber my either amend the deficiency, or within
30 days make an appeal, where:
a. where the order of refusal has been passed by an additional registrar, a joint
registrar, a deputy registrar or an assistant registrar, to the registrar; and
b. where the order of refusal has been passed, or up-held in appeal, by the registrar, to
the Commission.
5. An order from the Commission under subsection 4 above shall be final, and may not be
appealed to any forum.

Section 31: Effect of memorandum and articles:

MemArts bind the company and each shareholder of the company.

Section 32: Effect of registration:

The company is considered to be incorporated, and is set out as being limited either by shares or
guarantee.

Company shall be a body corporate.

Section 33. Conclusiveness of certificates of incorporation:

A certificate of incorporation is held to be proof that the company is duly registered.

Section 34. Effect of alteration in memorandum or articles:

A member cannot be bound by an alteration in the MemArts to take on further liability, e.g. to be
forced to acquire more shares.

Section 35. Copies of memorandum and articles to be given to members:

On payment of the sum proscribed in the MemArts, each member is entitled to receive a copy of
the MemArts within 14 days of a requesting such.

Section 36. Alteration of memorandum or articles to be noted in every copy:

Really... guys... you need me to simply that?

Private Company:

By way of introduction, you should be aware of the following facts:

(i) Private company

According the provisions of the Companies Ordinance, 1984 (“Ordinance”), a private limited
company should have at least two members (who should be natural persons) and the maximum
number of members cannot exceed fifty members. The term “member” has been defined in the
Ordinance to mean a subscriber to the memorandum of the company and every person to whom
is allotted or who becomes the holder of any share, scrip or other security which gives him a
voting right in the company and whose name is entered in the register of members.

(ii) Directors

A private limited company is required to have a board consisting of at least two directors. Every
director is required to be a shareholder of the company unless he represents the Government or
an institution or authority which is a member. It is possible for a foreign national to be a director
of a Pakistan company. The board of directors is required to approve all matters that are not by
law required to be approved by the shareholders of the company. Voting at a board of directors
meeting is decided by a simple majority with each director having one vote. It is possible for the
chairman to have a second or casting vote where there is an equality of voting. Directors are
elected by the shareholders (following a system of cumulative voting) for a three years term.

(iii) Shareholders

As discussed above, a private limited company must have a minimum of two shareholders who
should be natural persons. (Please note that based on our previous experience, the Securities and
Exchange Commission of Pakistan insists that at least two natural persons should be the
shareholders of a private limited company although this not strictly reflected in the law). Under
Pakistan law, shareholders have a wide variety of powers which are exercised at general
meetings of a company. Generally, a shareholder has one vote for every share held by it.
According to the matter to be decided, either an ordinary resolution (51% of the votes present) at
a meeting or a special resolution (75% of the votes present) at a meeting are required.

(iv) Chief Executive

Every Pakistan company is required to have a Chief Executive. A Chief Executive is usually
appointed for a three year term which is synchronous with the term of office of the directors. The
Chief Executive is responsible for the day to day business and management of the company.

Procedure for incorporation of a private limited company

Availability of name

The first step with regard to incorporation of a company is to seek the availability of the
proposed name for the company from the Registrar of Companies, Securities and Exchange
Commission of Pakistan (the corporate regulator of Pakistan) (“SECP”). For this purpose, an
application is to be made and a fee of Rs.500/- is required to be paid for seeking availability
permission for each name. The promoters desirous of forming a company should make sure that
the name chosen is not otherwise inappropriate, deceptive or designed to exploit or offend the
religious susceptibilities of the people and neither is identical nor closely resembling with the
name of an existing company.

Please note that the proposed name(s) remains available for a period of ninety days from the date
of its confirmation within which documents regarding incorporation of the proposed company
are required to be filed with the Registrar of Companies. In the event the documents regarding
incorporation are not filed within the said period then another application will need to be filed for
the extension of the proposed name.

Documents required for registration of a private limited company

The second step involves the filing of the following forms and documents with the registrar
concerned for registration of a private limited company (“Proposed Company”). Such forms are
required to be signed in original by the shareholders/promoters and proposed directors.

Copy of letter confirming the availability of name of the company:

A copy of letter from the Securities and Exchange Commission of Pakistan confirming the
availability of name of the Proposed Company.

Memorandum and Articles of Association

Four printed copies of the Memorandum and Articles of Association duly signed by each
subscriber in the presence of two witnesses. In the case of a company being incorporated with
one or more foreign shareholder, or subscriber, these should be notarized and also authenticated
by the Pakistan Embassy in such foreign country (this is usually done on the last page of the
Memorandum of Association and of the Articles of Association). A filing fee of Rs.1250/- is also
required to be paid in respect of the Articles of Association. The Memorandum and Articles of
Association attracts a stamp duty amounting to Rs.260/- under the provisions of the Stamp Act,
1899.

Please note that the Memorandum and Articles of association should be printed back to back.
Attested Computerized National Identity Card copy of each subscriber (LS) to the memorandum
and article of association of the Proposed Company will be required.

The following documents will be required at the time of registration of the Proposed Company.

Witnesses

In case the memorandum and articles of association of the Proposed Company are witnessed by
local witnesses then duly attested copies of Computerized National Identity Cards of the same
will be required.

In case the memorandum and articles of association of the Proposed Company are witnessed by
foreign national witnesses then passport copies (duly attested by a notary public in the country of
origin and then authenticated by a Pakistan diplomatic consular or consulate officer) of the same
will be required.

Registration Fee

A copy of the original challan on account of registration fee deposited in the authorized branch
of Muslim Commercial Bank Limited at the rate prescribed under Sixth Schedule of the
Ordinance will be required to be filed with the Registrar.

Form – 1 (Declaration of compliance)

This form pertains to the declaration of compliance with the requirements of the Ordinance. A
filing fee of Rs.1250/- is required to be paid along with this form. A copy of the said form is
attached.

Form – 21 (Notice of situation of registered office)

This form pertains to the notice of situation of registered office of the company. A filing fee of
Rs.1250/- is required to be paid along with this form. A copy of the said form is attached.

Form – 29 (Particulars of directors)

This form pertains to the particulars of directors and officers of the company and is filed in
duplicate (in original). A filing fee of Rs.2500/- is required to be paid along with this form. A
copy of the said form is attached.

Please note that in the event the proposed director holds also directorships in other companies in
Pakistan, then please attach a complete list of the companies (along with their respective
addresses) in which he holds directorships together with Form 29 (in duplicate).

Please note, after incorporation there will be further requirements which must be met.