Rule · SECP · 8 Oct 2018

Companies (General Provisions and Forms) Regulations, 2018

Companies must file forms online or physically with the Commission or Registrar, signed by authorized officers and accompanied by fee receipts. Specific deadlines include submitting Form 5 for memorandum amendments within sixty days of special resolution, Form 2 for status conversion within sixty days, and Form 3 for share allotment returns within forty-five days. Companies must report shareholding changes exceeding twenty-five percent via Form 3A within fifteen days. Physical share certificates require board resolutions, common seals, and specific details, while book-entry shares require Central Depository applications.

PakistanSecurities and Exchange Commission of Pakistan
Annotations and obligations
200 obligations · 22 permissions · 45 definitions · 1,742 reporting items
  • Obligation 200
  • Permission 22
  • Definition / condition 45
  • Reporting template 1,742
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Lineage: No known changes

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The links and the sentences they come from (3)
Supersedes
Issued under
Mentions (2): 2 documents this one mentions without changing them
Refers to
Common references

What changed in the obligations

Against Draft Companies (General Provisions and Forms) Regulations, 2018 (2018-06-13)

9 new obligations · 2 changed obligations · 1 amount or limit changed · 2 changes of scope · 7 changes of who is bound · 10 not carried over

191 obligations are the same in both texts.

Changed (12)
  • What must be done
    Before
    (iv) in case of appeal or application, it shall, in addition to complying with any other requirement of the Act or the rules or regulations, be – (a) duly signed and verified by an affidavit by the applicant indicating complete name and address and, in the case of a company, signed and verified by an authorized officer of the company;
    Now
    (c) in case of appeal, other than appeal in the appellate bench of the Commission, or application, it shall, in addition to complying with any other requirement of the Act or the rules or regulations, be – (i) duly signed and verified by an affidavit by the applicant indicating complete name, address, contact numbers (official/cell phone) and email address if any; in the case of a company, signed…
  • Who is bound
    Before
    Provided in case of online submission, the paid challan or other evidence of payment of fee shall not be required to be furnished to the officer of the Commission or the registrar unless specifically demanded by the officer of the Commission or the registrar.
    Now
    Provided that in case of online submission, the paid challan or other evidence of payment of fee shall not be required to be furnished to the Commission or the registrar.
  • Who is bound
    Before
    9. Circulation of reports and notices by companies.—Unless otherwise provided by the Act or these regulations, any report, notice, statement, circular or other document required under the Act or any rule or regulations made there under to be circulated, transmitted or forwarded to the members debenture-holders or creditors shall, unless it is delivered against an acknowledgement be served on a me…
    Now
    9. Circulation of reports and notices by companies.—Unless otherwise provided by the Act or these regulations, any report, notice, statement, circular or other document required under the Act or any rule or regulations made thereunder to be circulated, transmitted or forwarded to the members, debenture-holders or creditors shall, unless it is delivered against an acknowledgement be served on a me…
  • Scope
    Before
    Provided that the company shall comply with the requirements of Companies (Issue of Capital) Rules, 1996 as amended or replaced.
    Now
    Provided that the company shall comply with the requirements of the Companies (Issue of Capital) Rules, 1996 and any other relevant rules or regulations issued by the Federal Government or the Commission, as the case may be.
  • Who is bound
    Before
    13. Transfer of shares by member of a private company.- (1) Subject to the provisions of sub-section (1) of section 76 of the Act, the member of a private company desirous to sell any share(s) held by him shall intimate the board of his intention through a notice:
    Now
    13. Transfer of shares by member of a private company.—(1) Subject to the provisions of sub-section (1) of section 76 of the Act, a member of a private company, not being a single member company, desirous to sell any share(s) held by him shall intimate the board of his intention through a notice.
  • Who is bound
    Before
    (2) The shares shall be offered or sold, as the case may be, at a price arrived at through negotiation between the offering member and the board of directors of the company.
    Now
    (2) The transferor shall offer shares for sale at a specific price or at some other price arrived at through negotiation between the offering member and the board of directors of the company.
  • Who is bound
    Before
    Subject to the provisions of sub-section (4) of section 465 of the Act, a company shall inform the registrar about any change of more than twenty five percent in its shareholding or membership or voting rights as per Form 27 within fifteen days of such change.
    Now
    14. Return for change in shareholding etc.—Subject to the provisions of sub-section (4) of section 465 of the Act, a company other than a listed company, shall inform the registrar about any change of more than twenty five percent in its shareholding or membership or voting rights as per Form 3A within fifteen days after the day on which the threshold of more than twenty five percent is reached.
  • Amount or limit
    Before
    Provided that a person already engaged by a public company as company secretary before promulgation of the Act, may continue in that capacity if he has an experience of not less than five years in that position.
    Now
    Provided that a person already engaged by a public company as company secretary in terms of the Companies (General Provisions and Forms) Rules 1985 may continue in that capacity.
  • Scope
    Before
    24. Female representation on the board of public interest company. - The board of a public interest company shall have at least one female director.
    Now
    23. Female representation on the board of public interest company.—The board of a public interest company not being a listed company, shall have at least one female director having at least bachelor’s degree from an institution recognized by Higher Education Commission:
  • What must be done
    Before
    (2) The shareholders shall observe following conduct in general meetings in terms of section 215 of the Act: (i) the company shall ensure that the notice of general meeting to the members contains information regarding availability of participation through video link, if any, along with venue of video link facility and necessary information to enable them to access such facility;
    Now
    (2) The shareholders shall observe following conduct in general meetings in terms of section 215 of the Act— (i) the company shall ensure that the notice of general meeting specifically mentions therein that participation through video link shall be arranged on demand by members residing in a city and holding ten percent of the total paid up capital;
  • Who is bound
    Before
    (4) The Commission may, before passing any order on the application, require the applicants or any one or more of them to produce such further documentary or other evidence as the Commission may consider necessary – 32. Authentication of copy of Inspector’s report under section 271. --- A copy of the report of an inspector or inspectors, shall, for the purposes of section 271, be authenticated ei…
    Now
    (4) The Commission may, before passing any order on the application, require the applicants or any one or more of them to produce such further documentary or other evidence as the Commission may consider necessary for— 31. Authentication of copy of Inspector’s report under section 271.—A copy of the report of an inspector or inspectors, shall, for the purposes of section 271, be authenticated by …
  • Who is bound
    Before
    (1) Except as otherwise provided in the Act, the following persons shall be entitled to appear before the Federal Government or the Commission or the registrar in any proceedings under sub-section (5) of section 479 or section 480, namely:- (ii) any other person who could make a declaration under clause (a) of sub￾section (1) of section 16 of the Act and who is authorised in writing by the compan…
    Now
    (a) If the proceedings are against a company— (ii) any other person who could make a declaration under clause (a) of sub-section (1) of section 16 of the Act; or
New in this text (9)
  • (2) The original copy of the receipt thereof shall be furnished to the Commission or the registrar, along with the relevant document, return or application:
  • (2) An application or any document required to be served on the company or any of its officers in pursuance to or for the purposes of any of the provisions of the Act or rules or regulations made thereunder shall be served at the registered office of the company against an acknowledgement or by post or courier service or through electronic means including facsimile and email or by leaving it at t…
  • Provided that a document may also be served at the residential address of the officers of the company, wherever deemed necessary.
  • (3) In case all the members decline to accept the offer or if any of the shares are left over, the shares may be sold to any other person:
  • Provided that shares shall not be offered to outsiders at a price lower than the offered price.
  • 15. Further issue of Shares.— Subject to the provisions of section 83 of the Act, the letter of offer to be sent to the members shall, among other matters and information, expressly state— (i) Authorized and paid up capital along with the number of shares and par value of each share;
  • 15. Further issue of Shares.— Subject to the provisions of section 83 of the Act, the letter of offer to be sent to the members shall, among other matters and information, expressly state— (vi) date upto which the offer, if not accepted, shall be deemed to have been declined; and (vii) Any other material information.
  • 43. Permanent preservation of memorandum and articles of association of company.—Notwithstanding anything contained in any other regulations, a company shall maintain and preserve permanently at its registered office, copies of its original and altered memorandum and articles of association since incorporation.
  • 6. Any other document, certificate, report etc required under any regulation pertaining to issuance of shares.
Not carried over (10)
  • 5. Filing Procedure. – (1) Any form, return, application, document or report required to be filed or lodged by a company under any provision of the Act or these regulations shall be filed or lodged online either through e-service or in physical form in the following manner to the Commission or the … (i) through authorized intermediary or authorized officer;
  • (3) If it is decided through negotiation to offer or sell the shares at the fair market value, the price of shares shall be determined on the basis of audited financial statements prepared not be earlier than three months from the date of offer for sale on revaluation basis.
  • The valuation shall be conducted only by the valuer registered with the Commission:
  • Provided that the requirement of audited financial statements for valuation purpose is also applicable on private limited company which is not required to get its financial statements audited under the provisions of the Act.
  • Provided that the breakup value per share should be based on audited financial statements prepared not be earlier than three months from the date of offer for sale.
  • Provided further that the requirement of audited financial statements for valuation purpose is also applicable on private limited company, which is not required to get its financial statements audited under the provisions of the Act.
  • (1) Subject to the provisions of section 83 of the Act, a circular as per Form 3B along with the letter of offer shall be sent by a private and public unlisted company to all the members.
  • A copy of the circular along with letter of offer shall simultaneously be sent to the registrar.
  • Provided that if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to evidence and indemnity as the Board thinks fit.
  • (3) No duplicate share, certificate shall be issued in lieu of those that are lost or destroyed without the prior consent of the Board or without payment of such fees as provided in its articles of association and on such reasonable terms if any, as to evidence and indemnity as the Board thinks fit.

“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.

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