Draft Foreign Companies Regulations, 2017

Government of Pakistan
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Islamabad, 22 nd November, 2017 NOTIFICATION S.R.O. 1209 (I)/2017- The following draft Foreign Companies Regulations, 2017, proposed to be made by the Securities and Exchange Commission of Pakistan in exercise of the powers conferred under sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), is hereby published for the information of all the persons likely to be affected thereby and notice is hereby given that comments, if any, received within fourteen days of the date of this notification will be taken into consideration. DRAFT REGULATIONS
CHAPTER I
Preliminary

1. Short title and commencement. - (1) These Regulations shall be called the Foreign Companies
   Regulations, 2017.
   (2) They shall come into force at once.
2. Definitions. – (1) In these regulations, unless there is anything repugnant in the subject or context,-
   (i) “Act” means the Companies Act, 2017 (XIX of 2017); (ii) “Annexure” means a form attached to these Regulations; (iii) “Commission” means the Securities and Exchange Commission of Pakistan established under
   section 3 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997);
   (iv) “Fee” means fee as prescribed in seventh schedule of the Act; and (v) “Regulations” means the Foreign Companies Regulations, 2017. (2) Words and expressions used but not defined in these Regulations shall have the same meaning as defined unless contrary to the context in the Act, Securities and Exchange Commission of Pakistan Act, 1997(XLII of 1997), Securities Act, 2015 (III of 2015) and any rules made thereunder.
   CHAPTER 2
   RESERVATION OF NAME
3. Reservation of Name.– (1) Any Foreign company desirous of establishing a place of business in
   Pakistan shall obtain prior approval of Board of Investment (BoI).

(2) Subsequent to grant of approval by BoI and before filing of documents under regulation 5, it shall file application for reservation of name as per Annexure-I of the regulations along with payment of fee. (3) The registrar, if satisfied that the proposed name is identical to its name in the country of origin, may issue availability of name as per Annexure-II for a period of sixty days from the date of availability of name letter. If the applicant fails to file documents required under regulation 5 within the said period, the name shall not remain available. In case of refusal of the proposed name, the registrar shall issue the order of refusal as per Annexure-III. (4) The registrar, while considering the application for reservation of name may require the applicant to furnish such additional information as deemed appropriate.
4. Change of name.- (1) The foreign company may file an application to the registrar on Annexure-IV
to change the name to align with its name in the country of origin.
(2) Where a foreign company changes its name, the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate as per Annexure-V to meet the circumstances of the case and, on the issue of such a certificate, the change of name shall be complete.
CHAPTER 3
ESTABLISHMENT OF PLACE OF BUSINESS OR LIAISON OFFICE IN PAKISTAN
5. Establishment of Foreign Company in Pakistan. (1) Subject to the provisions of section 435 of the
Act, every foreign company which establishes a place of business in Pakistan shall within thirty days of the establishment of the place of business or conduct of business activity, deliver to the registrar the following documents as per Annexure-VI along with payment of fee,- (2) The documents required to be filed with the registrar under clause (a) of sub-section (1) of section 435 shall be duly certified to be a true copy by – (i) the public officer in the country where the company is incorporated to whose custody the original is committed; or (ii) a Notary public of the country where the company is incorporated; or (iii) an affidavit of an authorized officer of the company in the country where the company is incorporated. (3) The signature and seal of the official referred to in clause (i) of sub- regulation (2) or the certificate of the Notary Public referred to in clause (ii) of sub-regulation (2), shall be authenticated by a Pakistan diplomatic consular or consulateofficer. (4) The affadavit of the officer of the company referred to in clause (iii) of sub-regulation (2) shall be signed before a Pakistan diplomatic consular or consulate officer.

(5)The translation into English or Urdu of documents shall be certified correct translation of the original in the manner provided in sub-regulation (6) or sub-regulation (7), as the case may require. (6)Where any such translation is made outside Pakistan, it shall be authenticated by the signature and seal, if any, of - (a) the public officer in the country where the company is incorporated to whose custody the original is committed; or (b) a Notary Public of the country where the company isincorporated:
Provided that signature or seal of the person so certifying shall be authenticated by a Pakistan diplomatic consular or consulate officer. (7)Where such translation is made within Pakistan, it shall be authenticated by an affidavit of any person having, in the opinion of the registrar, an adequate knowledge of the language of the original document and of English or Urdu, as the case may be. (8) The registrar on being satisfied with the documents shall issue a certificate regarding establishment of place of business in Pakistan on Annexure-VII.
CHAPTER 4
REGISTRATION OF CHANGES IN DOCUMENTS
OR DETAILS CONCERNING FOREIGN COMPANY
6. Alteration in instrument constituting foreign company.-(1) Where the charter, statute or
memorandum and articles of the company, or other instrument constituting or defining the constitution of the foreign company is altered, itshall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-VIII along with payment of fee. (2) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX
7. Alteration in registered or business office of foreign company.-(1) Where there is change in registered
or principal office of the foreign company, it shall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-X along with payment of fee.. (2) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX.
8. Alteration regarding details of directors, chief executive and secretary.- (1) Where there is change
regarding details of the directors, chief executive and secretary(if any) of the company, it shall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-XI along with payment of fee. (2) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX.

9. Alteration regarding Details of principal officer of the foreign company in Pakistan.-(1) Where
   there is change regarding details of principal officer of the foreign company in Pakistan, it shall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-XII along with payment of fee.. (2) The Commission shall obtain security clearance from Ministry of Interior (MoI) before accepting Annexure XII in following cases:
   (i) Where principal officer is a foreign national other than Afghan or Indian national or of Afghan or Indian Origin. Provided that the said return shall be accepted on the basis of submission of documents required by the Registrar to be forwarded to MOI for security clearance and an undertaking on a judicial paper by the principal officer stating that in case his or her name is not security cleared by MOI, then he or she will take immediate steps for replacement as principal officer. (ii) Where foreign principal officer is a Afghan or Indian national or of Afghan or Indian Origin. (3) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX.

10. Details of authorized representatives of foreign company. (1) Where there is change regarding
    persons authorized to accept service of process, notices and other documents on behalf of the foreign company, it shall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-XIII along with payment of fee and the consent of authorized representative. (2) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX.

11. Principal place of business in Pakistan.- (1) Where there is change in principal place of business
    in Pakistan, it shall file a return with the registrar containing the specified particulars within thirty days of alteration as per Annexure-XIV along with payment of fee.. (2) The registrar on being satisfied with the document, shall register the return and issue an acknowledgement of filing as per Annexure-IX.
    CHAPTER 5
    ACCOUNTS

12. Books of Accounts.- (1) The foreign company shall keep books of account to the extent of money
    received and expended, sales and purchases made, and assets and liabilities in relation to its business in Pakistan at its principal place of business in Pakistan in terms of provisions of Section 220 of the Act.

13. Financial Statements.- (1)The foreign company shall prepare the financial statements of its
    Pakistani business operations in accordance with the provisions applicable on the public company registered under the Act. (2)The financial statements of foreign company shall be audited in accordance with the provisions applicable on the public company registered under the Act. (3) The foreign company shall file three copies of financial statements prepared as per the requirements of Fifth Schedule of the Act with the registrar in terms of provisions of clause (a) of section 437 of the Act. (4) The foreign company shall also file with the registrar on Annexure-XV, the financial statements and related documents along a certified translation thereof in the English language, where applicable, prepared in accordance with the requirements of public authority of country where it is incorporated in terms of provisions of clause (b) of section 437 of the Act. The foreign company shall prepare and file a list of Pakistani members and debenture holders along with places of business of the foreign company in each financial year with the registrar on Annexure-XV along with the financial statements referred in sub￾regulation (3) and in terms of provisions of section 437 of the Act. (5)The translation into English shall be certified correct translation of the original in the manner provided in sub-regulation (6) or sub-regulation (7), as the case may require. (6)Where any such translation is made outside Pakistan, it shall be authenticated by the signature and seal of --- (a) the public officer in the country where the company is incorporated to whose custody the original is committed; or (b) a Notary Public of the country where the company isincorporated:
    Provided that signature or seal of the person so certifying shall be authenticated by a Pakistan diplomatic consular or consulate officer. (7)Where such translation is made within Pakistan, it shall be authenticated by an affidavit of any person having, in the opinion of the registrar, an adequate knowledge of the language of the original and of English or Urdu, as the case may be. (8) The public foreign company which is not required to file the financial statements and related documents with the public authority of country where it is incorporated in terms of provisions of clause (b) of section 437 of the Act shall file three copies of such financial statements and related documents laid in the general meeting in the form and manner as applicable on the public company under the Act.
    CHAPTER 6
    REGISTERS

14. Particulars of Pakistani members.- (1) The foreign company shall keep a register of its Pakistani
    members for the purpose of clause (a) of section 438 containing the following particulars namely:- (i) in case of individual member:

(a) registration/folio number;
(b) full name;
(c) father's name/husband name;
(d) CNIC/NICOP/Passport Number;
(e) nationality;
(f) residential address; and
(g) occupation, if any.
(ii) in case of member other than natural person:
(a) registration/folio number;
(b) name;
(c) official address; and
(d) name of authorized contact person.
(iii) additional particulars in the case of a company having a share capital:
(a) number of shares held by each member;
(b) class/kind of shares held;
(c) distinctive number of each share held;
(d) amount paid on the shares of each member;
(e) date on which each person was entered in the register as a member; and (f) date on which any person ceased to be a member and the reason for ceasing to be a member.
15. Particulars of Pakistani debenture holders.- (1)The foreign company shall keep a register of its
Pakistani debenture holder for the purpose of clause (a) of section 438 containing the following particulars namely:- (i) in case of individual debenture holder:
(a) registration/folio number;
(b) full name;
(c) father's name/husband name;
(d) CNIC/NICOP/Passport Number;
(e) nationality;
(f) residential address; and
(g) occupation, if any.
(ii) in case of debenture holder other than natural person:
(a) registration/folio number;
(b) name;
(c) official address; and
(d) name of authorized contact person.
(iii) additional particulars:
(a) number of debentures held by each holder;
(b) distinctive number of each debenture held; (c) amount paid on the debentures held by each holder; (d) date on which each person was entered in the register as a debenture-holder; and

(e) date on which any person ceased to be a debenture-holder.
16. Particulars of directors and officers, etc.-(1)The foreign company shall keep a register of its
directors, Principal Officer and other officers for the purpose of clause (a) of section 438 containing the following particulars namely:- (i) in the case of an individual:
(a) full name;
(b) father/husband name;
(c) nationality;
(d) CNIC/NICOP/Passport Number;
(e) residential address;
(f) designation held in company
(g) details of other directorship or positions held.
(ii) in the case of a person other than natural person, name, registered address, address of principal office, and particulars as stated in clause (i) of each of its directors or office bearers; and (iii) in the case of a firm, name, address and particulars as stated in clause (i) of each partner, and the date on which each became a partner.
17. Rights to inspect and require copies.-(1)The registers maintained by a foreign company referred
in regulation (14), (15) and (16) above shall be open to inspection and copies thereof shall be supplied as in the case of similar registers maintained by a company under the Act.
CHAPTER 7
CESSATION OF PLACE OF BUSINESS
18. Notice to the registrar.- The foreign company shall give thirty days prior notice regarding
cessation of business to the registrar on Annexure-XVI along with payment of fee..
CHAPTER 8
MORTGAGE AND CHARGE
19. Mortgage or charge.- (1) The provision of sections 100 to 112 both inclusive of the Act shall be
applicable to charges on properties in Pakistan which are created, and to charges on property in Pakistan which is acquired, by a foreign company which has an established place of business in Pakistan in terms of provisions of section 448 of the Act. (2) The foreign company shall be required to file the requisite returnsin terms of Companies (Compliance and Reporting) Regulations, 2017.

CHAPTER 9
CONDUCTING BUSINESS ELECTRONICALLY
20. Requirements for conducting business through website.-(1)The foreign company desirous of
conducting lawful business electronically in terms of provisions of clause (35) of sub-section (1) of section (2) of the Act shall comply with all the provisions of these regulations and the Act applicable on foreign companies. (2) The foreign company shall file the complete web address as per Annexure-XVII to the registrar in addition to the requirements specified in regulation 5 above within thirty days of commencement of operations in Pakistan. (3) The registrar on being satisfied with the documents shall issue a certificate regarding establishment of place of business or office on Annexure-VII. (4) The foreign company shall file any proposed change in the website address along with effective date of change as per Annexure- XVIII to the registrar. (5) The foreign company shall take reasonable steps for website security for denial of service attacks, defacements and other vulnerabilities that may restrict access to the website. (6) The foreign company shall notify the web address or any change or maintenance or updation thereof that restricts access to website through newspaper advertisement having countrywide circulation at least three days prior to commencement of operations or change or maintenance or updation as the case may be.
CHAPTER 10
MODE AND MANNER OF FILING OF APPLICATIONS AND DOCUMENTS
21. Electronic Documents.- (1) The Commission may provide e-Services for the electronic filing or
lodging of the application, document or report to be filed under any provision of the Act or under these regulations. (2) A copy of or an extract from any document electronically filed or lodged with the Commission or the registrar under these regulations or supplied or issued by the Commission or the registrar and certified to be a true copy thereof or extract therefrom under the hand and seal of an officer of the Commission or the registrar, shall be admissible in evidence in any proceedings as of equal validity as the original document. (3) Where a document is electronically filed or lodged with the Commission or the registrar, the Commission or the registrar shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature arising or appearing in any document obtained by any person under the e-service referred under these regulations, if such error or omission was made in good faith and in the ordinary course of the discharge of the duties of the Commission or the registrar or occurred or arose as a result of any defect or breakdown in the service or in the equipment used for the provisions of the e-service.

22. Filing Procedure. -(1) Any application, document or report required to be filed or lodged by the
    foreign company under any provision of the Act or these regulations shall be so filed or lodged in the following manner to the Commission or the Registrar, as the case may be:
    (i) through authorized intermediary or authorized officer against receipt or by registered post; (ii) accompanied by the fee payment online or through credit card or original bank challan evidencing payment of applicable fee; (iii) signed and verified by the authorized intermediary or authorized officer; (iv) in case of manual application, it shall be in printed form setting out precisely the facts, grounds and specifying the relevant provisions of the Act under which action is appliedfor along with documents referred to in the application; (v) in case of an appeal, it shall be accompanied by a certified copy of such order or decision.
    CHAPTER 11
    FEES
23. Mode of payment.- The fee for the filing of applications, documents or reports may be paid
    through any of the acceptable methods of payment specified by the Commission from time to time.
24. Payment of fees, etc.- Except as otherwise provided in the Act, all fees and other sums payable,
    paid or realized under the Act or any rules or regulations made or notification issued there under or under any order of the Federal Government, the Commission or the registrar under the Act or the regulations shall be accounted for to the Commission and deposited with a designated bank branch specified by the Commission for the purpose and the original receipt thereof shall be furnished to the Commission or the registrar concerned, as the case may be, along with the document or application for which the same is payable or the other communication intimating payment.

Annexure-I
Foreign Companies Regulations, 2017
[See Regulation 3]
APPLICATION FOR RESERVATION OF NAME
(To be completed by applicant in block letters.)
1. Fee Payment Details 1.1 Challan No
1.2 Challan Amount (Rs.)
2 Incorporated in: (state name of the country of origin) dd mm yyyy 3 Date of incorporation: (in the country of origin) 4 Status of the company (in the country of origin)
5. Proposed name of foreign
company
(Maximum 70 characters)
6. Meaning / Significance of proposed name
7. Name of company in country of origin
8. Declaration I do hereby solemnly and sincerely declare that the
information provided in the form is true and correct and nothing is concealed and that the proposed name, if reserved, shall be used only for the purpose of registration of foreign Company.

9. Name of Authorized
Officer/Authorized Intermediary
10. Signatures
11.
Registration No of Authorized
Intermediary, if applicable
Day Month Year
12. Date
Enclosures:
1. Original paid bank challan evidencing payment of fee
2. Approval letter from BoI
3. Document(s) submitted as an evidence of the registration of Foreign Company
4. Any other document deemed necessary.

Annexure- II
Securities and Exchange Commission of Pakistan Company Registration Office <City Name) No. CRO- / <date> <Applicant Name> Applicant Address> AVAILABILITY OF NAME Dear Sir /Madam, This is with reference to your name reservation request dated <date> on the above subject.
2. The above proposed name appears to be available for registration under the provisions
of the Companies Act, 2017. The proposed name shall be reserved for a period of sixty days only and the foreign company shall be registered with the said name if the documents for registration are presented within this period. However, after the lapse of the period, this office shall not take any responsibility if the name does not remain available for registration. <Registrar>

Annexure- III
Securities and Exchange Commission of Pakistan Company Registration Office <City Name) No. CRO- / <date>

<Applicant Name>
Applicant Address>
REFUSAL OF NAME
Dear Sir / Madam,

1. This is with reference to your name reservation request dated <date> on the above subject.
2. We regret to inform you that the proposed name is not available for registration due to the below
   mentioned reasons:
   <Pre-checked reasons as selected / checked from the examination page of application>
3. However, you may wish to adopt some other suitable name of your preference or file an appeal
   with the Commission, if desired.
   <Registrar>

Annexure-IV
Foreign Companies Regulations, 2017
[See Regulation 4]
APPLICATION FOR CHANGE OF NAME
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-III
2.1 New name of the Foreign
Company
2.2 Precise reason for Change
2.3 Declaration by the Applicant I do hereby solemnly, sincerely declare that the information
provided in the form is true, and correct to the best of my knowledge and nothing has been concealed.
PART-III
3.1 Name of Authorized
Officer/Authorized Intermediary
3.2 Signatures

3.3
Registration No of Authorized
Intermediary, if applicable
Day Month Year
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fee
2. Copy of NOC / permission / letter of intent of competent authority (if applicable)
3. Change of name certificate issued by foreign authority where company is incorporated.
4. Any other documents deemed necessary.

Annexure-V
SECURITIES AND EXCHANGE
COMMISSION OF PAKISTAN
COMPANY REGISTRATION OFFICE
CERTIFICATE OF REGISTRATION ON
CHANGE OF NAME OF FOREIGN COMPANY
[Under section 13 of the Companies Act, 2017]
Corporate Universal Identification No. < CUIN # > I hereby certify that pursuant to the provisions of section 13 of the Companies Act, 2017, the name of <Previous name of Foreign Company> has been changed to <New name of Foreign Company> and that the said foreign company has been duly registered as a Foreign Company under the provisions of the said Act. This change is subject to the condition that for period of three months from the date of issue of this certificate, the foreign company shall continue to mention its former name along with its new name on the outside of every office or place in which its business is carried on and in every document or notice. Given under my hand at <CRO Name> this ---------- day of _______, Two Thousand and _________. Fee Rs. _________.only (Name of Registrar) <Designation> <City>

Annexure – VI
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 5]
REGISTRATION OF DOCUMENTS OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Incorporated in: (state name of the country of origin)
dd mm yyyy
2.2 Date of incorporation: (in the country of origin)
2.3 Status of the company (in the country of origin)
2.4 Status of the foreign company in Pakistan Liaison Office Branch office
(Mark the appropriate box)
2.5 Name of parent / holding company
2.
6
Presented for filing of: Memorandum &Article of Association Charter Statute OR other instrument

(to be specified constituting or defining the constitution of the company) (Duly certified by public officer / notary public of country of origin and signed by Pakistani diplomat posted in that country as required by the Foreign Companies Regulations, 2017 must be filed.)
2.7 Language in which the above documents filed in the country of origin.
2.8 Certified translation thereof in English or Urdu language: Enclosed Not required
2.9 Registered or Principal office
address:-
(in the country of origin)
Landline Number Email
Website Address
2.10 Principal place of business in
Pakistan:
City District Province
Landline Number Mobile Number of Principal
Officer
Email Address Website
(Here state full address of all places of business in Pakistan, Add further rows if required)
2.11 Particulars of Directors and Chief Executive of the Company:
Name Former name
(if any)
Father/
Husband’s
Name
Status /
Designatio n
(Director /
Chief
ExecutiveO fficer)
Usual resident ial address in full
Nationa lity
(Presen t and
Former
Nationality of origin
(if other than the present nationality
)
N.I.C No. or
Passport
No.
(Whicheve r is applicable)
Business,
Occupation
Other directors hip. if any

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2.12 Particulars of Secretary or Joint Secretaries (natural persons)
Present name and surname
In full
Former name (if any) Father/Husband Name Usual residential address in full (1) (2) (3) (4)
2.13 Particulars of Secretary or Joint Secretaries (body corporate)
Corporate Name Registered or Principal
Office (if any)
Name of person representing body
Corporate
(1) (2) (3)
2.14 Particulars of persons resident in Pakistan authorized to accept on behalf of the company
service of process / any notice / document required to be served on the company together with his consent to do so:
Prese nt name
Father or
Husban d
Name
Usual residenti al address in full
Nationali ty
Nationalit y of origin
(if other than the present nationalit y)
N.I.C No. or
Passport
No.
(Whichev er is applicabl e)
Business,
Occupati on
Other directorshi p. if any
Mobile
Numb er
Landlin e
Numb er
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2.15 Particulars of Principal Officer of the company in Pakistan:

Nam e
Father/
Husban d Name
Usual residenti al address in full
Nationali ty
Nationalit y of origin
(if other than the present nationalit y)
N.I.C No. or
Passport
No.
(Whichev er is applicable
)
Business,
Occupati on
Other directorshi p. if any
Mobile
Numb er
Landlin e
Numbe r
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of Authorized
Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fee
2. Certified copy of instrument constituting the foreign company
3. Certified translation of instrument constituting the foreign company, if applicable
4. Consent of persons authorized to accept on behalf of the company service of process / any
   notice / document
5. Any other document deemed necessary

ANNEXURE-VII
SECURITIES AND EXCHANGE
COMMISSION OF PAKISTAN
COMPANY REGISTRATION OFFICE
CERTIFICATE OF REGISTRATION OF DOCUMENTS FILED BY A FOREIGN COMPANY [Under section 435 of the Companies Act, 2017] Corporate Universal Identification No. < CUIN # > I hereby certify that__________________, a company incorporated in __________________ has complied with all the requirements of section 435 of the Companies Act, 2017 for establishing a place of business/liaison office/branch office in Pakistan. The documents provided by the ##Company Name## are registered under the Companies Act, 2017. Given at ##LOCATION## this ##DAY## day of ##MONTH##, Two Thousand and ##YEAR##. (Official Seal) <REGISTRAR> < Signature >

Annexure -VIII
FOREIGN COMPANIES REGULATIONS, 2017
[See Regulation 6]
RETURN OF ALTERATION IN CHARTER, STATUTE ETC. OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.
1
Alteration made in: Memorandum & Article of Association Charter Statute OR other instrument (to be specified constituting or defining the constitution of the company) (Duly certified by public officer / notary public of country of origin and signed by Pakistani diplomat posted in that country as required by Foreign Companies Regulations, 2017 must be filed.)
2.2 Language in which the above documents filed in the country of origin.
2.3 Certified translation thereof in English or Urdu language: Enclosed Not required
(Not required if original document are in Urdu or English)
2.4 Brief description of the alteration
(Attach copies of the resolution and amended document duly certified by public office or notary public of country of origin and attested by Pakistani diplomat in that country.) dd mm yyyy
2.5 Date of alteration
PART-III
3.1 Signature

3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of Authorized
Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosure:

1. Original copy of paid bank challan evidencing fee
2. Certified copy of instrument constituting the foreign company
3. Certified translation of instrument constituting the foreign company, if applicable

Annexure-IX
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN ACKNOWLEDGEMENT OF FILING CUIN______________________________ Dated ______________________________ In the matter ________________________________________________________. The receipt of the under mentioned document (s) filed, registered and recorded pursuant to the provisions of the Companies Act, 2017 and Foreign Companies Regulations, 2017, is hereby acknowledged:

1. _______________________________________________________
2. _______________________________________________________
3. _______________________________________________________
4. _______________________________________________________
5. _______________________________________________________
6. _______________________________________________________
   REGISTRAR *

• Designation of the officer signing the certificate.

Annexure – X
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 7]
ALTERATION IN REGISTERED / PRINCIPAL OFFICE ADDRESS OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Former registered or Principal
office address
(in the country of origin)
2.2 Altered registered or Principal
office address
Landline Number Email
Website dd mm yyyy
2.3 Address alteration / change date
PART-III
3.1 Signature
1.1 CUIN (Incorporation Number)

3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fee

Annexure -XI
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 8]
ALTERATION IN PARTICULARS OF DIRECTORS, CHIEF EXECUTIVE OR SECRETARY OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
2.1 Particulars of Directors and Chief Executive of the Company:
Na me
Form er name
(if any)
Fathe r/
Husb and’s
Name
Status /
Design ation
(Direct or /
Chief
Executi ve)
Usual residen tial addres s in full
Nationa lity
(Presen t and
Former
Nation ality of origin
(if other than the presen t nation ality)
N.I.C
No. or
Passpor t No.
(Which ever is applica ble)
Busines s,
Occupa tion
Other directors hip. if any
Dat e of
Cha nge
Rema rks
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
2.1.1 New appointment:
2.1.2 Ceasing of office/Resignation:
2.1.3 Change in any particular from (1) to (10):

PART-II
2.2 Particulars of Secretary or Joint Secretaries (natural persons)
Name Former name (if any) Father/Husband Name Usual residential address in full (1) (2) (3) (4)
2.2.1 New Appointment:
2.2.2 Ceasing of office/Resignation:
2.2.3 Change in any particular from (1) to (4):
2.3 Particulars of Secretary or Joint Secretaries (body corporate)
Corporate Name Registered or Principal
Office (if any)
Name of person representing body
Corporate
(1) (2) (3)
2.3.1 New Appointment:

2.3.2 Ceasing of office/Resignation:
2.3.3 Change in any particular from (1) to (3):
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosure:

1. Original paid bank challan evidencing payment of fee

Annexure – XII
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 9]
ALTERATION IN PARTICULARS OF PRINCIPAL OFFICER OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Alteration in particulars of Principal Officer
Na me
Fathe r/
Husba nd
Name
Usual residen tial addres s in full Nation ality Nationa lity of origin (if other than the present nationa lity) N.I.C No. or Passport No. (Whiche ver is applicab le) Busines s, Occupa tion Other directors hip. if any Mobil e Num ber Landli ne Num ber Date of Chan ge Rema rks (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
2.1.1 New appointment:
2.1.2 Ceasing of office/Resignation:

2.1.3 Change in any particular from (1) to (10):
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosure:

1. Original paid bank challan evidencing payment of fee
2. Copy of CNIC and passport of principal officer

Annexure – XIII
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 10]
ALTERATION IN PARTICULARS OF A PERSONS RESIDENT IN PAKISTAN AUTHORIZED TO ACCEPT SERVICE ON BEHALF OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Alteration in particulars of persons authorized to accept service on behalf of the Foreign
Company:
Name Father/Husband
Name
Status /
Designation
(Authorized person resident in
Pakistan)
Usual residential address in full
Nationality
Nationality of origin
(if other than the present nationality)
N.I.C No. or
Passport
No.
(Whichever is applicable)
Business,
Occupation and other directorship, if any
Date of
Change
Remarks as to alteration
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
2.1.1 New appointment:
2.1.2 Ceasing of office/Resignation:
2.1.3 Change in any particular from (1) to (8):

PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fee
2. consent of authorized representative
3. copy of CNIC/Passport of authorized representative

Annexure – XIV
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 11]
ALTERATION IN ADDRESS OF THE PRINCIPAL PLACE OF BUSINESS IN PAKISTAN OF A FOREIGN COMPANY
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Previous Principal place of
business in Pakistan:
City District Province
Landline Number
(Here state full address of all altered places of business in Pakistan, add additional rows if required)
2.2 New Principal place of business in
Pakistan:
City District Province

Landline Number Mobile Number of Principal
Officer
Email Address Website
(Here state full address of all altered places of business in Pakistan, add additional rows if required)
2.3 Date on which Principal place of business of dd mm yyyy
the Foreign Company altered
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fees

Annexure -XV
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 13]
FILING OF FINANCIAL STATEMENTS AND RELATED INFORMATION
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
dd mm yyyy
2.1 Date up to which the financial statement are made
2.2 Three copies of financial statement are:- Enclosed Not enclosed
2.3 Translated copy in English is:- Enclosed Not enclosed
(If the original are in some other than English language)
2.4 List of Pakistani members and debenture-holders is:- Enclosed Not enclosed
2.5 Place(s) of business in Pakistan 1.
(State principal place of business as registered pursuant to section 435 of the Companies Act, 2017) 2.

3.
(Here state full addresses of all places of business in Pakistan)
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original copy of paid bank challan evidencing payment of fee
2. Copy of financial statements
3. Copy of translated financial statements

Annexure – XVI
FOREIGN COMPANIES REGULATIONS, 2017
[See regulation 18]
NOTICE BY A FOREIGN COMPANY ON CEASING TO HAVE ANY PLACE OF BUSINESS IN PAKISTAN
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 The above named company hereby gives you notice, in pursuance of section 443 of the
Companies Act,2017, that it intends to cease to have the following place(s) of business in Pakistan
2.2 Address of principal place of
business in Pakistan
2.3 Other place of business in
Pakistan dd mm yyyy
2.4 Date of cessation
(Notice is given at least 30 days before the company intends to cease to have its place of business in Pakistan)
2.5 Advertisement made in 1.

2.
(At least in two daily newspapers circulating in the Province or Provinces in which such place or places of business are situate) dd mm yyyy
2.6 Date of advertisement
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fee

Annexure – XVII
FOREIGN COMPANIES REGULATIONS, 2017
[See Regulation 20]
INTIMATION ABOUT REGISTERED WEBSITE ADDRESS TO CONDUCT BUSINESS THROUGH A WEBSITE
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Website address
2.2 Hosting Details Pakistan Outside
Pakistan
PART-III
3.1 Signature
3.2 Name of Authorized
Officer/Authorized Intermediary

3.3 Registration No of
Authorized Intermediary, if applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original paid bank challan evidencing payment of fees

Annexure – XVIII
FOREIGN COMPANIES REGULATIONS, 2017
[See Regulation 20]
INTIMATION ABOUT CHANGE OF REGISTERED WEBSITE ADDRESS
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Incorporation Number)
1.2 Name of the Foreign Company
1.3 Fee Payment Details 1.3.1 Challan No
1.3.2 Challan Amount
PART-II
2.1 Existing Website address
2.2 Proposed Website address
dd mm yyyy
2.3 Proposed date of change
PART-III
3.1 Signature

3.2 Name of Authorized
Officer/Authorized Intermediary
3.3 Registration No of
Authorized Intermediary, where applicable dd mm yyyy
3.4 Date
Enclosures:

1. Original copy of paid bank challan evidencing payment of fees
   No. CLD/CCD/PR(18)/2017