Rule · SECP · 8 Oct 2018

Foreign Companies Regulations, 2018

Foreign companies (excluding NPOs) must reserve names via Form-I, paying fees and submitting incorporation certificates, with names reserved for sixty days. They must establish places of business by filing Form-II and certified documents, and report alterations or name changes via Forms III and IV within thirty days. Annual accounts require Form-V and three copies of Pakistani operations accounts. Ceasing business requires thirty days’ notice in two newspapers. Contraventions incur penalties under section 512(2) of the Act. These regulations replace specific 1985 rules and came into force immediately.

PakistanSecurities and Exchange Commission of Pakistan
Annotations and obligations
44 obligations · 7 permissions · 34 definitions · 376 reporting items
  • Obligation 44
  • Permission 7
  • Definition / condition 34
  • Reporting template 376
  • background, boilerplate

Lineage: No known changes

RegAlert holds no document that amends or replaces this one. This is not a check that it is in force: confirm with the regulator.

amendssupersedesissued underrefers todashed card: not in RegAlert (or proposed)arrows run from the older text to the one that changes it
The links and the sentences they come from (4)
Supersedes
  • “same having been previously published vide S.R.O. 1209 (I)/2017 dated 22 nd November, 2017 as required by proviso to sub-section (1) of section 512”

  • Rule No. 22 of 1985Not in RegAlert

    “The following provisions of Companies (General Provisions and Forms) Rules, 1985 are hereby repealed to the extent as provided herein – (i) Rules 22 and 23 to the extent of foreign companies; and (ii) Forms 38 to 46.”

Issued under
Mentions (1): 1 document this one mentions without changing it
Refers to

Timeline

This document supersedes: Draft Foreign Companies Regulations, 2017

What changed in the obligations

Against Draft Foreign Companies Regulations, 2017 (2017-11-22)

8 new obligations · 5 changed obligations · 39 not carried over

33 obligations are the same in both texts.

Changed (5)
  • What must be done
    Before
    (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.
    Now
    Form-I of these regulations along with non-refundable application fee and copy of certificate of incorporation or registration or any other document issued by a public authority which is sufficient to prove that it is a recognized corporate entity and competent to use the name it has applied for in accordance with laws of the country of origin.
  • What must be done
    Before
    If the applicant fails to file documents required under regulation 5 within the said period, the name shall not remain available.
    Now
    (5) If the applicant fails to file documents for registration under regulation 5 along￾with evidence of payment of fee within sixty days period, the name shall not remain available.
  • What must be done
    Before
    (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.
    Now
    (2) In case of change in persons authorised to accept service of process, notices and other documents on behalf of the company, the consent of such person shall also be attached to Fnc.
  • What must be done
    Before
    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;
    Now
    12. 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 online through e-service or in physical form in the following manner to the Commission or the Registra… (i) through authorized intermediary or authorized officer ;
  • What must be done
    Before
    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.
    Now
    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 along with evidence of payment of fee specified in Seventh Schedule of the Act, are presented within this period.
New in this text (8)
  • (6) Subsequent to reservation of name, a foreign company shall be bound to obtain all necessary approvals from relevant authorities as per applicable policy of the Federal Government of Pakistan.
  • 8. Registration of alteration in documents or details of a foreign company other than change of name.— (1) Pursuant to the provisions of section 436 of the Act, a return for any alteration in any documents and other details of a foreign company as per Fnc.
  • Form-V with the registrar, together with a list of Pakistani members and debenture-holders and of the places of business of the company in Pakistan,— (i) three copies of accounts in respect of the company’s operations in Pakistan, pursuant to clause (a) of sub-section (1) of section 437 of the Act; and (ii) three copies of the accounts and documents as referred to in clause (b) of sub￾section (1)…
  • (ii) debit card; or
  • Where a body corporate is a secretary and all the partners of the firm are joint secretaries of the foreign company, then the name and principal office of the firm may be stated instead of particulars of each such joint secretary.
  • In the case of a married woman or widow, the name of her husband or deceased husband is to be stated.
  • Where a body corporate is a secretary and all the partners of the firm are joint secretaries of the foreign company, then the name and principal office of the firm may be stated instead of particulars of each such joint secretary.
  • Note 1 — When alteration on various dates are reported through this form, the actual dates of all such alteration shall be entered in the relevant part and the form shall be filed within thirty days of the earliest alteration.
Not carried over (39)
  • Pakistan shall obtain prior approval of Board of Investment (BoI).
  • 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.
  • 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..
  • 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.
  • 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.
  • (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.
  • (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 unde…
  • 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;
  • 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: (b) full name;
  • 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;
  • 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: (c) official address; and
  • 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) number of shares held by each member;
  • 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: (b) class/kind of shares held;
  • 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: (c) distinctive number of each share held;
  • 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: (d) amount paid on the shares of each member;
  • 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: (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 mem…
  • 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;
  • 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: (b) full name;
  • 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: (f) residential address; and
  • 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:- (ii) in case of debenture holder other than natural person: (a) registration/folio number;
  • 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:- (ii) in case of debenture holder other than natural person: (c) official address; and
  • (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:
  • (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.
  • (2) The foreign company shall be required to file the requisite returnsin terms of Companies (Compliance and Reporting) Regulations, 2017.
  • 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.
  • (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.

“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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