(REGISTRATION PROCEDURE FOR A COMPANY, FIRM AND NON GOVERNMENTAL ORGANIZATIONS)
The development of modern and efficient corporate sector and capital market based on sound regulatory principles, that provides impetus for high economic growth and foster social harmony in the Country. In order to materialize the legal requirement of the corporate sector in Pakistan, the Corporate Law Authority (CLA) was established which was later on converted into Securities and Exchange Commission of Pakistan (SECP).
The Securities and Exchange Commission of Pakistan (SECP) was set up in pursuance of the Securities and Exchange Commission of Pakistan Act, 1997 and became operational on January 1, 1999. It has investigative and enforcement powers.
The current mandate of the SECP includes the following
REGISTERATION FRAME WORK IN AZAD JAMMU & KASHMIR.
As per rules of business 1985, the Department of Industries & Commerce has delegated the powers of registration of Companies, Firms & Societies. In order to materialize the legal status of the Companies willing to operate in Azad Kashmir, the Government of Azad Jammu and Kashmir adapted the Companies Ordinance 1984 through Azad Jammu and Kashmir companies Act 1992. In order to perform the functions, the Corporate Law Authority (CLA) was established in Azad Jammu & Kashmir in 2002 under the chairmanship of the Chief Secretary. For proper implementation of the Companies Ordinance 1984 in AJK, the Director Industries GoAJK has delegated the powers of Ex-Officio Registrar of Companies. All the case of registration of corporate sector of Muzaffarabad and Poonch division are dealt with the office of the Registrar of Companies established at Muzaffarabad. Whereas, the cases of registration of Companies, Firms & Societies belonging to the Mirpur division are dealt with the Office of Deputy Registrar of Companies established at Mirpur.
Corporate law authority (CLA)
AJ&K Govt. has established a Corporate Law Authority as per notification No. 3313-22/95 dated 29/08/1995 for governing and decisions of affairs of companies under section- 11, 12 and 13 of the Companies Ordinance, 1984 (AJ&K Companies Act, 1992).The authority shall exercise & perform such powers and functions as are conferred on it by or under the said companies act. As per section 7 of Companies’ Ordinance, 1984, all the officer and persons employed in the execution of this Ordinance, shall observe and follow the orders, instructions and directions of Corporate Law Authority. Followings are ex-officio members of the CLA:-
REGISTRATION OF COMPANIES IN AJ&K
TYPES OF COMPANIES
PRIVATE LIMITED COMPANIES (Section- 2 SUB-SECTIONS- 28)
Private company means the company which by its articles,
(A private company should have at least two directors.)
PUBLIC LIMITED COMPANY (Section-2 sub-section-30)
A public company means a company which is not a private company. A public company can be of two types; (1) Unlisted Company (2) Listed Company at stock exchange. A public company should have at least seven directors.
STANDARD OPERATING PROCEEDURE FOR REGISTERATION OF COMPANY IN AJK
AVAILABILITY OF THE NAME OF COMPANY
First step towards the registration of company is the availability of name of the company. For this purpose an application is submitted to Registrar/ Deputy Registrar of Companies, as per (section-37).No company can be registered by a name identical with that by which a company already exists or nearly resembling with already registered name. Name must not deceptive or inappropriate. No company can be registered with the trade marks registered nationally or internationally.
Documents Required for the Registration of a Company
The persons, subscribers seeking for company registration, should provide following documents to Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies:-
MEMORANDUM AND ARTICLE OF ASSOCIATION (section- 15 & 26 of Companies Ordinance)
Three copies dually signed by subscribers (directors) of the company & also signed by witness.
*Memorandum is the Constitution of the company which have five clauses:-
*Articles are the bylaws of the company
B- Form 1 ;( Section- 30 (2) and Rule- 4)(Two Copies);
*This form is the declaration of compliance with the requirements of Companies Act
C- For 21 ;( Section- 142)2 Copies;
*Shows situation of the registered office of the company.
D- For 29 ;( Section- 205)4 Copies;
*Shows particulars of directors, officers, Chief Executive, Secretary, Auditors and Legal Advisors etc. of the company.
If Deputy Registrar/ Registrar is satisfied that all the legal requirements have been fulfilled, he will register the memorandum under (section- 30) & issue Incorporation Certificate under (section- 32) of the Companies Act, 1992.
REGISTRATION OF FOREIGN COMPANIES IN AJ&K
All the Companies belonging to the country other than Pakistan willing to establish their business in Pakistan are treated as foreign companies and it is a legal requirement necessary for them to legalize their business as foreign company under section 451-452 of the Companies Ordinance 1984 by submitting their documents to Securities & Exchange Commission of Pakistan. As the same Ordinance is also adapted in the territory of AJK through Azad Jammu and Kashmir Companies Act 1992, so the same sections of the said Ordinance are also applicable for all those companies belonging other than AJK for legalizing their activities in the territory. It is further clarified that as per Section 451 (1) (e) of the Companies Ordinance 1984, the company shall have to submit the particulars of person resident in AJK on prescribed “Form 42” authorized by the company to interact with this office on behalf of the company. The person so designated termed as resident director or focal person and he will not be the director/shareholder of the company. He will be the employee of the company and authorized to accept services on behalf of the foreign company only.
STANDARD OPERATING PROCEEDURE FOR REGISTERATION OF FOREIGN COMPANY IN AJK
Following are the pre-requisite for the registration of foreign companies in AJK.
REGISTRATION OF PARTNERSHIP FIRMS IN AJ&K
DOCUMENTS REQUIRED FOR REGISTRATION OF FIRM
Form 1 (section-58) should have following information:-
*This form must be signed by all the partners.
REGISTRATION OF SOCIETIES AS PER SOCIETIES ACT 1860
(as adapted in AJ&K)
If Registrar is satisfied that all the legal requirements have been fulfilled, he will issue a Registration Certificate.
|1||Form 1 Declaration of Applicant for Incorporation|
|2||Form 21 Notice of situation of registered office or any change therein|
|3||Form A Form A- annual return of company having share capital|
|5||Form 27 List of persons consenting to act as directors|
|6||Form 28 Consent to act as director or chief executive|