Regulatory Alerts2023-05-09
Added · Updated
S.R.O. 530 (I)/2023: Amendments to Companies (Incorporation) Regulations, 2017
Regulation 15(1) of the Companies (Incorporation) Regulations, 2017 is amended to specify requirements for foreign companies or foreign body corporates acting as subscribers. The registrar now requires additional information, including the entity's profile, director details (nationality, country of origin), and constitutional documents. These documents must be certified as true copies by a public officer, a Notary Public, or via an affidavit from a responsible officer in the country of incorporation, or be apostillised if the country is a Hague Convention signatory recognized by Pakistan. Additionally, certifications by a public officer or Notary Public require authentication by a Pakistan diplomatic consular officer, and affidavits must be signed before such an officer.
Government of Pakistan Securities and Exchange Commission of Pakistan -.-.-.- Islamabad, the 3 rd May, 2023 NOTIFICATION S.R.O. 530 (I)/2023.- In exercise of the powers conferred by sub-section (1) of section 512 of the Companies Act, 2017 (XIX of 2017), the Securities and Exchange Commission of Pakistan is pleased to make the following amendments to the Companies (Incorporation) Regulations, 2017, the same having been previously published for public comments vide S. R. O. 468 (I)/2023, dated April 10, 2023, namely: - AMENDMENTS In the aforesaid Regulations, in regulation 15, for sub-regulation (1), the following shall be substituted, namely: - “(1) In case the subscriber is a foreign company or a foreign body corporate, the registrar shall require additional information including but not limited to, the profile of the foreign company or foreign body corporate, detail of its directors, their nationality and country of origin, copy of its charter, statute or memorandum and articles etc.: Provided that the copy of any charter, statute, memorandum, articles or other instrument, constituting or defining the constitution of a foreign company or a foreign body corporate required to be filed with the registrar shall be duly – (i) certified to be a true copy by the public officer in the country where the foreign company or foreign body corporate is incorporated to whose custody the original is committed; or (ii) certified to be a true copy by a Notary public of the country where the foreign company or foreign body corporate is incorporated; or (iii) certified to be a true copy by an affidavit of a responsible officer of the foreign company or foreign body corporate in the country where the company is incorporated; or (iv) apostillised by the designated competent authority of the state of origin of the foreign public document, who have acceded to the Hague Convention abolishing the requirement of Legalisation for foreign public documents (Apostille Convention) of 1961 and such state is also recognized by the Government of Pakistan for receiving of apostillised documents:
Provided further that the signature and seal of the official referred to in clause (i) or the certificate of the Notary Public referred to in clause (ii) above shall be authenticated by a Pakistan diplomatic consular or consulate officer and the certificate of the officer of the foreign company or foreign body corporate referred to in clause (iii) above shall be signed before a Pakistan diplomatic consular or consulate officer.’’. [File No. CLD/CCD/PR(12)/2017]