Intermediaries (Registration) Regulations, 2017

Page 1 of 18 Government of Pakistan SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Islamabad, 26th July, 2017 NOTIFICATION S.R.O.705(I)/2017.- In exercise of the powers conferred by sub-section (1) of section 512 read with section 455 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to notify the following Intermediaries (Registration) Regulations, 2017, the same having been previous published vide notification S. R. O 424 (I)/2017 dated June 05, 2017, namely:- CHAPTER I Preliminary

1. Short title and commencement. - (1) These Regulations shall be called the Intermediaries (Registration) Regulations, 2017 (2) They shall come into force on August 14, 2017.
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) “authorized intermediary” means a person registered by the Commission under these regulations and who is authorized by a company or promoters of a proposed company or a foreign company under an agreement for filing of documents on their behalf in pursuance of the Act; (iv) “Commission” means the Securities and Exchange Commission of Pakistan established under the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997); (v) “firm” means a practicing firm of management consultants, financial consultants, corporate consultants or tax practitioners; (vi) “registered intermediary” means a person registered by the Commission under these regulations; (vii) “regulations” means the Intermediaries (Registration) Regulations, 2017. (2) Words and expressions used but not defined in these Regulations shall have the same meaning as assigned to them in the Act, the Securities and Exchange Commission of Pakistan Act, 1997, the Limited Liability Partnership Act, 2017, and any rules made thereunder. CHAPTER II

Page 2 of 18 Registration of Intermediary 3. Eligibility requirements for registration. – (1) An individual or firm or a limited liability partnership or a company may apply to the Commission for registration as an intermediary for providing services in terms of section 455 of the Act, if the applicant, - (i) in case of an individual,- (a) is holding valid certificate of practice from Institute of Chartered Accountants of Pakistan (ICAP); or (b) is holding valid certificate of practice from Institute of Cost and Management Accountants of Pakistan(ICMAP); or (c) is a practicing member of Association of Chartered Certified Accountants (ACCA), Certified Public Accountant (CPA) , Certified Management Accountant (CMA) or recognized foreign accountancy organization as notified by the Commission; or (d) is holding LLB degree and duly licensed by the concerned Bar Council; or (e) is holding Masters of Business Administration with specialization in Finance, Masters of Commerce and Masters of Law with atleast two years of experience in handling corporate affairs; or (f) possess any other qualification as notified by the Commission. (ii) in case of a company or a firm or a limited liability partnership, it shall have at least one year of experience in handling corporate affairs: Provided that where at least one director of the company or partner of the firm or limited liability partnership meet the qualification and experience mentioned in clause (i) above, no prior experience shall be required for the company or firm or limited liability partnership; (iii) the individual, partners of the firm or limited liability partnership or employees(to whom functions of intermediary are delegated) of the company who are members of any professional institute are compliant with the Continuous Learning requirements outlined by the relevant institute/body; (iv) has a National Tax Number; (v) has an established office in Pakistan with adequate physical infrastructure including telephone/mobile phone facility and a valid email address; (vi) has informational technology infrastructure complying with the following minimum requirements in case the authorized intermediary utilizes e-services facility of the Commission: (a) A minimum of two computers/laptops in case of an individual and five computers/laptops in case of a firm or limited liability partnership or company having compatibility with the e-services system of the Commission; (b) Broadband Internet /IP connectivity; (c) Dependable Power Supply arrangements; (d) Printers and scanners; and (e) Trained staff for operating the system; (vii) the individual or the partners of the firm or limited liability partnership or the directors of the company have not been undischarged insolvents;

Page 3 of 18 (viii) the individual or the partners of the firm or limited liability partnership or the directors of the company have not been convicted by a court of law for an offence involving moral turpitude; and (ix) the individual or the partners of the firm or limited liability partnership or the directors of the company have not been convicted of any offence under the Pakistan Penal Code. (2) All individuals, firms or companies already engaged by the companies, promoters of the proposed companies or foreign companies, as the case may be, for filing of documents on their behalf prior to the notification of these regulations shall obtain certificate of registration within three months of coming into force of these regulations. (3) After the period of three months of coming into force of these regulations only authorized intermediaries shall be eligible to provide services in terms of section 455 of the Act: Provided that an individual or firm registered as an intermediary under these regulation shall convert itself into a company or limited liability partnership within such time as may be notified by the Commission. 4. Application procedure for registration. - (1) An application for registration as an intermediary shall be made to the Commission as per Annexure-I along with non-refundable fee as specified in Schedule-I and requisite documents. (2) The Commission, while considering the application for registration may require the applicant to furnish such other information or clarification as it deems appropriate. (3) Any subsequent change in the information provided to the Commission at the time of filing of application under sub-regulation (1) shall be intimated to the Commission within a period of seven days from the date of such change on Annexure-I. 5. Grant of certificate of registration. - (1) The Commission on being satisfied that the applicant is eligible for registration may grant a certificate of registration to the applicant as per Annexure-II subject to such additional conditions as it may deem fit to impose. (2) The certificate of registration shall be limited to the authorization for filing of documents with the Commission or the registrar concerned and shall not be regarded as conferring a license on the intermediary or as providing any recognition of any qualification of the intermediary. (3) The certificate of registration shall remain valid for a period of three years from the date of registration unless it is cancelled earlier by the Commission, based on the grounds provided under regulation 8. 6. Renewal of registration. - (1) A registered intermediary shall, one month prior to the date of expiry of its registration, apply to the Commission as per Annexure III for renewal of registration along with a non-refundable fee as specified in Schedule I. (2) The Commission upon being satisfied, after making such inquiry and obtaining such further information as it may consider necessary that the applicant is eligible for renewal of registration may grant a certificate of renewal of registration to the applicant as per Annexure IV subject to such additional conditions as it may deem fit to impose: Provided that till such time the registration is renewed, the existing registration shall be deemed valid for the purposes of these Regulations unless the registered intermediary failed to apply as specified in sub-regulation (1) above and fulfill all the requirements to the satisfaction of the Commission for the

Page 4 of 18 renewal of registration. Provided further that if the registered intermediary fails to apply within the specified time period and fails to fulfill all the requirements to the satisfaction of the Commission, its registration shall stand cancelled in accordance with regulation 8 and Commission may initiate further proceedings to give effect to cancellation. 7. Refusal of registration. – (1) The Commission may refuse the registration/renewal of registration on any grounds as mentioned below: (i) the applicant fails to meet the eligibility requirements mentioned in regulation 3; (ii) the quality of services rendered by the applicant are unsatisfactory; (iii) the companies have filed written complaints against the applicant; (iv) any other ground as deemed appropriate by the Commission: Provided that the Commission shall afford an opportunity of hearing before refusal of registration. 8. Cancellation of registration. - (1) The Commission may, after providing an opportuning of hearing, cancel the registration of an intermediary through an Order in writing if, - (i) the intermediary has provided false, incomplete or misleading documents or representation without authorization; (ii) the intermediary is found guilty of negligence, default, breach of duty or breach of trust; (iii) the intermediary fails to commence activity within twelve months of grant of certificate of registration; (iv) the intermediary fails to apply for registration as required in regulation 9 or renewal of registration within time as specified in sub-regulation (1) of regulation 6; or (v) any reasonable ground as deemed appropriate by Commission. (2) The intermediary shall be personally held responsible for the liabilities and obligations arising out of any such act leading to cancellation of registration and shall not be eligible for re￾registration for a period of up to five years. (3) Where proceedings for cancellation of registration have been initiated, the intermediary shall not be permitted to submit any document on behalf of the company or promoters of a proposed company or foreign company, as the case may be, and they shall make alternate arrangement in this regard. 9. Fresh application in case of change in partners of a Firm or limited liability partnership or directors of a company.- In case there is a change in the partners of the firm or limited liability partnership or directors of the company, they shall file fresh application containing information only to the extent of new partners or directors within seven days of such change as per regulation 4 above subject to fulfilment of eligibility criteria specified in regulation 3. CHAPTER III Appointment or removal of Authorized Intermediary 10. Appointment of authorized intermediary.- (1) The promoters of the proposed company or the company with the approval of its Board of Directors or the foreign company with the approval of principal officer, as the case may be, shall appoint only one registered intermediary to act as an authorized intermediary for filing of documents required under the Act on its behalf:

Page 5 of 18 Provided that in case proceedings for cancellation of registration of authorized intermediary have been initiated by the Commission, the company or the promoters of the proposed company or the foreign company, as the case may be, may appoint another registered intermediary to act as an authorized intermediary. Provided further that the authorized intermediary shall authorize only one employee or partner or director, as the case may be, to sign documents on behalf of a company or promoters of proposed company or foreign company, as the case may be. (2) The promoters of the proposed company or the company or the foreign company, as the case may be, shall enter into a written agreement with the authorized intermediary which shall set out in sufficient details the rights, obligations and liabilities of each party to the agreement and shall cover, at minimum the following aspects: (i) Names of promoters and their CNIC/name of company and its registration number, name of authorized intermediary, its registration number and validity of certificate of registration; (ii) scope of services to be provided by the authorized intermediary; (iii) mechanism of filing of documents required under the Act; (iv) rights, obligations and liabilities of each party; (v) term of agreement and provision of renewal, if any; (vi) conditions, under which the agreement may be altered, terminated and implications thereof: (a) Voluntary/mandatory termination by the company/foreign company (b) Voluntary/mandatory termination by the authorized intermediary (c) Mandatory termination in case of cancellation or expiry of certificate of registration of authorized intermediary (vii) nature, quantum and manner of fees and charges for which the authorized intermediary renders services; (viii) authorization for filing and signing of documents on behalf of the company/promoters of proposed company/foreign company; (ix) in case the intermediary is a firm , limited liability partnership or company, the details of employee of the authorized intermediary to whom the functions are delegated; (x) Confidentiality obligations or protection of information by the authorized intermediary; (xi) Governing law/jurisdiction, which governs the agreement. (3) The agreement shall be maintained by the company or foreign company in its record for inspection by auditors and the Commission. The Commission may at any time demand to furnish copy of the agreements. 11. Fit and Proper criteria for employees of authorized intermediary.-The authorized intermediary shall ensure that the employees to whom it has delegated its functions shall meet the eligibility requirements mentioned in clause (i), (vii),(viii) and(ix) of sub-regulation (1) of regulation 3: Provided that the individual authorized intermediary shall not delegate any of its functions. 12. Removal of authorized intermediary.- The authorized intermediary may be removed on termination of agreement referred in clause (vi) of sub-regulation (2) of regulation 10 by the company with the approval of Board or foreign company with the approval of principal officer. 13. Renewal of agreement with authorized intermediary.- The contract with the authorized intermediary may either be renewed as per the existing agreement or decided as per fresh agreement. 14. Notice to the registrar.-(1) The company or promoters of a proposed company or the foreign company, as the case may be, shall give notice to the registrar as per Annexure V along with filing fee as specified in Schedule I within seven days of appointment or renewal of agreement with the

Page 6 of 18 authorized intermediary or filing of first document through authorized intermediary whichever is earlier: Provided further that any change in the employee or partner or director of the intermediary, authorized to sign documents shall be notified by the company or the foreign company, as the case may be, to the registrar as per Annexure V along with filing fee as specified in Schedule I within seven days of change or filing of first document through person authorized to sign the document on their behalf, whichever is earlier. (2) The company or the foreign company, as the case may be, shall give notice to the registrar as per Annexure VI along with filing fee as specified in Schedule I within seven days of removal of authorized intermediary. The company or the foreign company, as the case may be, shall ensure that no document is filed on its behalf by the authorized intermediary till notice is given to the registrar in this regard. 15. Maintenance of record by the Commission. -The Commission shall maintain a register of registered intermediaries as per Annexure VII. CHAPTER IV Duties and responsibilities of intermediaries 16. Conduct of intermediaries.-(1) The authorized intermediary and its employees to whom it has delegated the function shall,- (i) act with due care, skill and diligence in carrying out their duties and responsibilities; (ii) ensure that the documents filed on behalf of company or promoters of a company or foreign company complies with the requirements of the Act and other applicable laws; (iii) ensure that proper record of documents filed on behalf of company or promoters of the proposed company or foreign company is maintained; (iv) ensure confidentiality of documents and information filed on behalf of the company or promoters of the proposed company or foreign company; and (v) maintain the record of agreement between the company or promoters of the proposed company or foreign company and the authorized intermediary and any changes therein. (2) The authorized intermediary shall be responsible for the acts and omissions of all employees to whom it has delegated its functions as an authorized intermediary. (3) The registered intermediary shall ensure compliance with the Continuous Professional Development Course on an annual basis as notified by the Commission. (4) The Commission or the registrar, as the case may be, may call upon the registered intermediary through a written notice to furnish such information or explanation in writing, or such document, within such time, as may be specified in the notice. On receipt of the notice, the registered intermediary shall furnish such information, explanation or documents as required. (5) The registered intermediary shall comply with the directions and instruction, issued from time to time, by the Commission or registrar, failing which penal action may be initiated. CHAPTER V Miscellaneous 17. Conduct of company, promoters and foreign company- (1) The company or promoters of a

Page 7 of 18 proposed company or a foreign company shall ensure that the documents are filed by the authorized intermediary on their behalf with their prior knowledge and consent. (2) The company or promoters of the proposed company or foreign company shall be responsible for the acts and omissions on part of authorized intermediary regarding filing of documents under the Act. 18. Penalty for contravention of these regulations.- Whoever fails or refuses to comply with, or contravenes any provision of these regulations, shall be liable to a penalty as provided in sub-section (2) of section 512 of the Act.

Page 8 of 18 Annexure-I Intermediaries (Registration) Regulations, 2017 [See Regulation 4] APPLICATION FOR REGISTRATION AS AN INTERMEDIARY [INDIVIDUAL] The Securities & Exchange Commission of Pakistan, NIC Building, Jinnah Avenue, Islamabad. Dear Sir, I, hereby apply for registration as an intermediary within the meaning of Section 455 of the Act. 2. I hereby furnish the following information, - I. Name (in block letters) II. Father’s/Husband’s name (in block letters) III. CNIC/Passport Number (Attach Copy) IV. National Tax Number V. Contact Details: a. Official Address b. Residential address c. Land line number d. Cell number e. Email VI. Academic qualification VII. Professional qualification VIII. Period of employment/experience in handling corporate matters, if any IX. Number of corporate matters handled during the last six months, if any: a. Handled independently b. Under Supervision [insert name of supervisor] X. Certified copies of educational certificates, valid certificate of practice for ICAP, ICMAP members, professional membership for CMA, ACCA and CPA members, foreign accountancy organization and Bar Council license XI. Detailed resume XII. Details of informational technology infrastructure available at the office, where applicable 3. An affidavit regarding fitness and propriety as per Annexure-A is enclosed. 4. Original paid bank challan evidencing payment of registration fee as specified in Schedule I of the Regulations is enclosed.

Signature___________________________ Name of the Applicant_________________ Office Address_______________________ Date______________________________

Page 9 of 18 Annexure-I Intermediaries (Registration) Regulations, 2017 [See Regulation 4] APPLICATION FOR REGISTRATION AS AN INTERMEDIARY [FIRM/LIMITED LIABILITY PARTNERSHIP/COMPANY] The Securities & Exchange Commission of Pakistan, NIC Building, Jinnah Avenue, Islamabad. Dear Sir, We, hereby apply for registration as an intermediary within the meaning of Section 455 of the Act. 2. We hereby furnish the following information, - I. Name of Firm/Company/Limited liability partnership. II. Registration No./CUIN/LLPIN (Attach copy of Registration certificate, in case of Firm). III. National Tax Number. IV. Address of main and branch offices (if any). V. Details of informational technology infrastructure available at the office, where applicable. VI. Details of Directors or Partners (in case of Firm/ Limited liability partnership): a. Name (in block letters) b. Father/husband name (in block letters) c. CNIC/Passport Number (Attach Copy) d. Postal address e. Land line number f. Cell number g. Email h. Academic qualification i. Professional qualification j. Period of employment/experience in handling corporate matters, if any k. Certified copies of educational certificates, valid certificate of practice for ICAP, ICMAP members, professional membership for CMA, ACCA and CPA members, foreign accountancy organization and Bar Council license. VII. Detailed resume of the firm/ limited liability partnership/company highlighting experience of each partner/management of company in handling corporate affairs. VIII. Details (name and CNIC) of employees working in the firm/company/limited liability partnership who would provide services on their behalf along with affidavits stating that they are compliant with the criteria specified in the Regulations. 3. Affidavits regarding fitness and propriety of each partners of Firm or Limited liability partnership/directors of Company (as the case maybe) as per Annexure-A is enclosed. 4. Original paid bank challan evidencing payment of registration fee as specified in Schedule I of the Regulations is enclosed. Signature___________________________ Name of the Applicant_________________ Office Address_______________________ Date______________________________

Page 10 of 18 Annexure-A AFFIDAVIT Before the Securities and Exchange Commission of Pakistan I, (name of individual/partner of firm or limited liability partnership/director of the company) son/daughter/wife ( father/husband name), resident of _____________ and holding CNIC/Passport No_______, do hereby state on solemn affirmation as under that I:-

1. Am eligible to act as a registered intermediary according to the criteria specified in the Regulations.
2. hereby confirm that the contents of the application and the documents submitted to the Commission for registration as an intermediary under Section 455 of the Act are true and correct to the best of our knowledge and belief and nothing has been concealed therein;
3. have no objection if the Commission requests or obtains information about me from any third party;
4. undertake to bring to the attention of the Commission any matter which may potentially affect my status a registered intermediary according to the criteria specified in the Regulations;
5. undertake to provide an authority letter in my favor from the company, promoters of the company or foreign company, as the case may be, on whose behalf I am submitting the documents, as and when demanded by the Commission. DEPONENT The Deponent is identified by me Signature______

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ADVOCATE (Name and Seal) Solemnly affirmed before me on this _______ day of ______________ at _________________ by the above named Deponent who is identified to me by ___________ , Advocate. Signature ________________________ _ OATH COMMISSIONER FOR TAKING AFFIDAVIT (Name and Seal)

Page 11 of 18 Annexure-II Intermediaries (Registration) Regulations, 2017 [see Regulation 5] SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CORPORATIZATION AND COMPLIANCE DEPARTMENT Registration No. CCD- Islamabad, Dated: CERTIFICATE OF REGISTRATION AS AN INTERMEDIARY (Section 455 of the Companies Act, 2017) The Securities and Exchange Commission of Pakistan, having considered the application for registration as an intermediary submitted by Mr./M/s. (Name of the applicant) under sub-regulation (1) of regulation 4 of the Intermediaries (Registration) Regulations, 2017 (Regulations) and on being satisfied with the said application, hereby grants certificate of registration in the name of_____________(Name of the applicant) in exercise of powers conferred under sub-regulation (1) of regulation 5 of the Regulations. This registration is valid for a period of three years w.e.f. __________. Approving Authority Disclaimer: The certificate of registration shall be limited to the authorization for filing of documents with the Commission or the registrar concerned and shall not be regarded as conferring a license on the registered intermediary or as providing any recognition of any qualification of the registered intermediary.

Page 12 of 18 Annexure -III Intermediaries (Registration) Regulations, 2017 [see Regulation 6] APPLICATION FOR RENEWAL OF REGISTRATION AS AN INTERMEDIARY The Securities & Exchange Commission of Pakistan, NIC Building, Jinnah Avenue, Islamabad. Dear Sir, I/We, hereby apply for renewal of registration as an intermediary within the meaning of Section 455 of the Act. The registration granted or renewed earlier is due to expire on____________. 2. I/We hereby furnish the following information, __ (i) Affidavit from the individual/each partner of firm or limited liability partnership/each director of the company stating that he is eligible to act as a registered intermediary according to the criteria specified in the Regulations. (ii) Details of employees, where applicable, to whom it has delegated its functions covering the following: (a) Qualification (b) Experience of handling corporate matters, preparation and filing of statutory returns (iii) Affidavits from employees, where applicable, to whom it has delegated its functions, stating that he is compliant with the criteria specified in the Regulations. (a) Original paid bank challan evidencing payment of registration fee as specified in Schedule I of the Regulations is enclosed. Signature___________________________ Name of the Applicant________________ Registration Number_________________ Date______________________________

Page 13 of 18 Annexure -IV Intermediaries (Registration) Regulations, 2017 [see Regulation 6] SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CORPORATIZATION AND COMPLIANCE DEPARTMENT Registration No. CCD Islamabad, Dated: CERTIFICATE OF RENEWAL OF REGISTRATION AS AN INTERMEDIARY (Section 455 of the Companies Act, 2017) The Securities and Exchange Commission of Pakistan, having considered the application for the renewal of registration as an intermediary submitted by Mr./M/s. (Name of the applicant), registration number under sub-regulation (1) of regulation 6 of the Intermediaries(Registration) Regulations, 2017 (Regulations) and on being satisfied with the said application, hereby renews the certificate of registration of Mr./M/s.______(Name of the applicant) in exercise of powers conferred under sub-regulation (2) of regulation 6 of the Regulations. This registration is valid for a period of three years w.e.f. __________. Approving Authority Disclaimer: The certificate of registration shall be limited to the authorization for filing of documents with the Commission or the registrar concerned and shall not be regarded as conferring a license on the registered intermediary or as providing any recognition of any qualification of the registered intermediary.

Page 14 of 18 Annexure -V Intermediaries (Registration) Regulations, 2017 [see Regulation 14] NOTICE OF APPOINTMENT/RENEWAL OF AGREEMENT WITH AUTHORIZED INTERMEDIARY/ CHANGE IN EMPLOYEE OR PARTNER OR DIRECTOR AUTHORIED BY INTERMEDIARY PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN (applicable in case company is incorporated) 1.2 Name of the Company /foreign company/name of the promoters of the proposed company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Challan Amount PART-II 2.1 Registration No. of Intermediary 2.2 Name of Intermediary dd

mm

yyyy 2.3 With effect from 2.4 Name of employee or partner or director(as the case may be) authorized by intermediary to sign documents on behalf of company or promoters of the proposed company or foreign company

Page 15 of 18 2.5 Specimen Signature of employee or partner or director(as the case may be) authorized by intermediary to sign documents on behalf of company or promoters of the proposed company or foreign company 2.6 CNIC of employee or partner or director(as the case may be) authorized by intermediary to sign documents on behalf of company or promoters of the proposed company or foreign company PART-III 3.1 Signature 3.2 Name of Authorized Officer of the Company/Principal Officer of foreign company/Name of the promoter of the company dd mm yyyy 3.3 Date Enclosure:

1. Original paid bank challan evidencing payment of fee

Page 16 of 18 Annexure -VI Intermediaries (Registration) Regulations, 2017 [see Regulation 14] NOTICE OF REMOVAL OF AUTHORIZED INTERMEDIARY PART-I (Please complete in typescript or in bold block capitals.) 1.1 CUIN 1.2 Name of the Company/foreign company 1.3 Fee Payment Details 1.3.1 Challan No 1.3.2 Challan Amount PART-II 2.1 Registration No. of Intermediary 2.2 Name of Intermediary dd

mm

yyyy 2.3 With effect from PART-III 3.1 Signature 3.2 Name of Authorized Officer of the Company/ Principal Officer of foreign company dd mm yyyy 3.3 Date Enclosure:

1. Original paid bank challan evidencing payment of fee

Page 17 of 18 Annexure -VII Intermediaries (Registration) Regulations, 2017 [see Regulation 15] REGISTER OF REGISTERED INTERMEDIARIES S. No. Registration Number Name of Registered Intermediary Number of Employees Date of grant of initial certificate of registration Dates of renewal of certificate of registration Date of cancellation of certificate of Registration, if any

Page 18 of 18 SCHEDULE-I Fees (both for online and offline mode) a. For Individuals: Particulars Amount (Rupees) Registration processing Fee (Non-Refundable) 10,000 Correction/ Update Processing Fee (Non-Refundable) 2,000 Renewal Fee (Non-Refundable) 5,000 Filing Fee 500 b. For Firms/Companies/Limited Liability Partnerships: Particulars Amount (Rupees) Registration processing Fee (Non-Refundable) 50,000 Correction/ Update Processing Fee (Non-Refundable) 5,000 Renewal Fee (Non-Refundable) 25,000 Filing Fee 500