Incorporeal Procedure for Companies

Incorporation Procedure

Unless a company whether public or private is not registered it can’t have a legal personality. It is must the company should be registered by the Registrar of Company issuing a certificate of incorporation. In order to get the certificate and register the company a number of documents are needed to be submitted. The Memorandum and the Articles of Association the most important one that are needed to be submitted.

General Registration Requirements

Section 14 of the Act deals with the mode of formation of the company. The conditions laid are;

·         Three or more persons associated for a lawful purpose may put their name in the memorandum of association and complying the requirements given in the Companies Act 2017 to register the company and form a public company

·         Likely two or more person may associate to form a private company

·         A single member can be formed after it complies with the requirements of a private member company. However, in case of the single-member company subscriber to the memorandum of such company shall nominate a person who after the death of the sole member will transfer the shares to the legal heirs of the deceased and manage the company affairs as a trustee.

Preformation Approvals for Certain Companies

For the registration of some companies, prior approval of the relevant department or authorities is compulsory. For instance,

·         A banking Company has to take the approval of the Ministry of Finance and the State Bank of Pakistan

·         A non-Banking Financing Company has to get it from  SECP

·         Security Service providing company has to take from Ministry of Interior

·         A corporate brokerage house has to take from Stock Exchange

·         A money exchange company from the State Bank of Pakistan

·         An association of not for profit has to get a license from SECP

·         A trade organization has to get a license from the Ministry of Commerce

Filing of Documents Through Intermediaries or E-Filing

Section 455, provides the facility of intermediaries to file various documents. The requirements under this section are that the company must possess the requisite qualifications and needs to be registered with the Commission in a prescribed manner. Also, the facility of E-filing is now available for the online documentation of the companies.

Availability of Name

Before registering a company to seek the availability of companies name is the basic step.  

Documents to be Filed With the Registrar

Section 16 following documents and information is required to incorporate a company;

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Removal of Defects and Errors

If the documents contain any deficiency or error, or anything that is contrary to the law and doesn’t comply with the requirements of law the registrar may require the company to filed a revised document or remove defects with in a specified period . If the applicant is failed the registrar can refuse the registration of the company.

Registration and Certificate Incorporation

If the requirements are fulfilled and are according to the law, the registrar is under obligation to register the memorandum and other documents delivered to him. After the registration the registrar issue a certificate that the company is incorporated.

Contents of Certificate of Incorporation

The certificate of incorporation must be signed by the registrar with an authentic registrar's official seal.

·         Name and registration number of company

·         The date of its incorporation

·         Whether it is a private or public company

·         Whether it is a limited or unlimited company

·         If limited whether it is limited by shares or by guarantee.