Consultation · SECP · 10 Feb 2020
The Securities and Exchange Commission of Pakistan proposes substituting the table in Part VII, clause 7.2 of Fnc. Form-II of the Foreign Companies Regulations, 2018, to require additional particulars for corporate bodies that are members, directors, or secretaries of a foreign company. The amended form mandates disclosure of ultimate beneficial owners, including their names, father’s name, identification numbers, nationality, residential address, and details of direct or indirect shareholding or control. Indirect ownership requires listing all legal persons or arrangements in the chain of ownership, and the definition of ultimate beneficial owner is set at not less than twenty-five percent of shares, voting rights, or controlling interest. Suggestions or objections regarding these draft amendments must be submitted within fourteen days of publication in the official Gazette.
GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.-.- Islamabad, the 7 th February, 2020 NOTIFICATION SRO 81 (I)/2020.- The following draft amendments to Foreign Companies Regulations, 2018 proposed to be made by Securities and Exchange Commission of Pakistan in exercise of the powers conferred under section 512 of the Companies Act, 2017 (XIX of 2017), are hereby published, as required by proviso to the said section 512, for information of all the persons likely to be effected thereby and notice is hereby given that suggestions or objections, if any, received within a period of fourteen days from the date of its publication in the official Gazette, shall be taken into consideration by the Securities and Exchange Commission of Pakistan, namely:- DRAFT AMENDMENTS In the aforesaid Regulations, in Fnc. Form-II, in Part VII, for the first table appearing under clause 7.2, the following table shall be substituted:- Particulars of each corporate body which is member/director/secretary of the foreign company Corporate Name Names of ultimate beneficial owners in case a member is the corporate body Registered or Principal Office address Status / Designation (Director /Secretary) Date of appointme nt/ Cessation/ change in particulars Remarks (a) (b) (c) (d) (e) (f) Additional particulars of ultimate beneficial owners, appearing in column (b) above, in case a member is corporate body Name Father’s Name CNIC/NIC OP/Passpor t no. Nationality Country of origin (in case of foreign national or dual national) Usual residential address (i) (ii) (iii) (iv) (v) (vi) Email address Date on which shareholding, control or interest acquired Direct* shareholding, control or interest, if ultimate beneficial owner himself has Indirect shareholding or control (through legal persons or legal
in the foreign company shares, control or interest in the member of the foreign company) (Y/N) arrangements in the chain of ownership, whether in Pakistan or abroad) (Y/N) (vii) (viii) (ix) (x) (xii) In case of indirect shareholding or control, particulars of all the legal persons or legal arrangements through whom shareholding or control exercised, whether in Pakistan or abroad, as follows:
Name
Legal form
(Company/LLP/Partnership
Firm/Trust/Any other body corporate (to be specified)) Date of incorporation/ registration Name of registration authority Business Address Country Email address (xiii) Any other information incidental to or relevant to enable the company to evaluate this matter. ultimate beneficial owner means a natural person who ultimately owns or controls a foreign company and includes the person who exercise ultimate effective control through a chain of ownership or by means of control other than direct control of not less than twenty five percent of shares, voting rights or controlling interest in the foreign company (File No.SY/SECP/8/13)
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“The following draft amendments to Foreign Companies Regulations, 2018 proposed to be made by Securities and Exchange Commission of Pakistan”
“in exercise of the powers conferred under section 512 of the Companies Act, 2017 (XIX of 2017)”
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