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Old Thursday, April 27, 2006
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Post Incorporating Companies In Pakistan

1. Methods of Conducting Business
a) Sole Proprietorship
b) Partnership
c) Company

2. Name of the Company
3. Registratrion of Company
4. Documents for Registration
5. Opening of Liaison Offices of Foreign Firms
INCORPORATING COMPANIES IN PAKISTAN
Incorporation of Companies
In accordance with the recommendation of Corporate Law Commission. Section: 4(a) of Monopolies and Restrictive Trade Practices (Control & Prevention) Ordinance, 1970 shall be deleted/repealed. There will be no ceiling of total value of assets of an undertaking / company for retaining 100% ownership by the investors.
1. METHODS OF CONDUCTING BUSINESS
There are three main forms of business:-
a) Sole Proprietorship
b) Partnership
c) Company
a) SOLE PROPRIETORSHIP
In sole proprietorship, a business or a profession is carried out by an individual on his own account. No formal procedure or formality is required to be followed for setting up a sole proprietary concern.
b) PARTNERSHIP
A partnership is a business relationship entered into by a formal agreement between two or more persons or corporations carrying on a business in common. The capital for a partnership is provided by the partners who are liable for the total debts of the firms and share profit and loss of a business concern according to the terms of the partnership agreement.
Partnerships (other than banking companies) are generally limited in size to twenty partners. The interest of a partner is transferable only with the prior consent of the other partner(s). However, a partner’s right to a share of the partnership income may be received on trust for another person.
For taxation purposes, partnerships are classified into:
(I) Registered; and
(II) Unregistered Firms:
The income of the registered firm is subject to Super Tax, before distribution to the partners. Also the individual income of the partners is subject to income tax at the usual rates.
For unregistered firms, income tax is levied on the income and the partners are not liable to pay tax on the share of profit received from the unregistered firm(s).
c) COMPANY
A company is legal entity be formed under the Companies Ordinance, 1984, it can have share capital or can be formed without share capital. A company having share capital may be formed as:
(I) Company limited by share.
(II) Company limited by guarantee.
(III) Unlimited company.
I) Company Limited by Share
Liability of its members is limited upto the extent of their share to paid upto capital of the company. These companies may further be classified as public limited and private limited companies.
Public Limited Companies can be formed by at least seven persons by subscribing their names to the ‘Memorandum & Articles of Association’ of the company. The word ‘Limited’ must be used as the last work of its name.
Private Limited Companies may be formed by at least two persons by subscribing their names to the ‘Memorandum and Articles of Association’ of the company. A private limited company, by its Article of Association’ is restricted to:-
(I) the right to transfer shares
(II) the number of its members is limited to fifty and
(III) any invitation to the public to subscribe for share is prohibited. Private Limited Company is required to use the words "(Private) Limited" as the last words of its name.
(II) Company Limited by Guarantee
Means a company having the liability of its members limited by memorandum to such amount as the members may respectively undertake to contribute to the share capital of the company in the event to its winding up. The company limited by guarantee is usually formed on a ‘no profit basis’. Guarantee limited companies must use the words "(Guarantee) Limited" as the last words of their name.
(III) Unlimited Company
Means a company having the liability of its members unlimited.
2. NAME OF THE COMPANY
The promoters of any proposed company have to obtain confirmation from the Company Registration Office that the proposed name of the company intended to be set up is available and is not identical with the name of any existing company or the proposed name is not deceptive, inappropriate etc.
3. REGISTRATION OF A COMPANY
Seven or more persons associated for any lawful purpose may subscribe their names to a memorandum and articles of association of the company and complying with the requirements of the Companies Ordinance, 1984, in respect of the registration, from a public company, and any two or more persons, so associated may in like manner, form a private company.
The promoters of the following types of companies having special business are required to obtain the letter of intent permission from ministries departments indicated below against each category:
A banking company Ministry of Finance (Investment Wing)/State Bank of Pakistan
An insurance company Ministry of Commerce
A provident society Corporate Law Authority
Incorporated as a company
An investment company Ministry of Finance/Corporate Law Authority.
A leasing company Corporate Law Authority.
4. DOCUMENTS FOR REGISTRATION
The following documents are required to be submitted with the concerned Registrar:
4.1 Private Limited Company
1. Memorandum and Article of Association:

2. Declaration on form I regarding compliance with the requirements of the Companies Ordinance, 1984, signed by one of the directs/officers of the company or an Advocate or Chartered Accountant or Cost and Management Accountant;

3. Address of the registered office of the company on Form 21; and
4. Particulars of Directors and Officers, including the Chief Executive, Secretary, Chief Accountant, Auditor, and legal Advisor on Form 29.
4.2 Public Limited Company
In addition to the documents required for a private limited company, the following documents are to be filed:-
1. List of persons consenting to act as Directs/chief Executive on Form 27; and

2. Consents to act as Directors or Chief Executive on Form 29.
No formal approval from any government agency is required for setting up any industry or business, except for the following:
a) Arms and ammunition;
b) High explosives;
c) Radio-active substances; and
d) Security printing, currency and mint.
e) Manufacture of alcohol (except industrial alcohol) is banned.
For setting up an industry, not falling under the above categories, the sponsors can directly apply to any commercial bank or development finance institution for loan, if they so desire.
Provincial governments have already notified negative areas where industries cannot be established for security, defense and environmental reasons. If any entrepreneur is interested to establish an industry in these areas, he would have to obtain location clearance from the concerned provincial government.
After purchase of the land and completion of other formalities, the sponsoring body should apply for necessary access to utilities to the concerned authorities:
Power WAPDA or KESC
Gas Sui Southern Gas Companies
Telephone & Fax Pakistan Telecommunication Corporation
Water Local Government
All manufacturing concerns, employing more than 10 persons, and required to register with the respective Provincial Chief Inspector of Industries under the Factories Act, 19984.
Companies are required to register with the concerned income tax department and obtain a National Tax Number (NTM).
No import license is required for importing plant/machinery/raw material instead the company may open a Letter of Credit (LC) for the importation of plant/ machinery/raw material with any commercial bank or authorized foreign exchange dealers.
5. OPENING OF LIAISON OFFICES OF FOREIGN FIRMS
? Foreign companies which intend to undertake export activities in Pakistan will be allowed to be registered without any formality.

? Permission to companies engaged in contractual obligations of contracts will be granted on production of valid documents without circulating to government department.

? The activities of the foreign airline companies, Pakistani General sales agents and courier companies do not come under the industrial category and therefore to monitor their operation, the government may continue to grant permission for their liaison office in consultation with the concerned agencies.
Permission for opening a liaison office will be granted by the Board of Investment in consolation with the concerned agencies.


plz pray,
Sardarzada
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God is dead! God remains dead! And we have killed him! How shall we console ourselves, the most murderous of all murderers? The holiest and the mightiest that the world has hitherto possessed, has bled to death under our knife....
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