ICAP presented Companies Act 2017 in Pakistan Corporate Law in Pakistan Companies Law in Pakistan Amendments in Companies Law in Pakistan

1. Significant Changes in the
Companies Act, 2017
Seminar on the Companies Act organizedby ICAP
Lahore – August 18, 2017
Securities and Exchange Commissionof Pakistan
1

2. 28/21/2017
Objective for Revision of the Companies
Ordinance, 1984
1. Ease Of Doing Business For Corporate Sector
2. Better Corporate Governance And CSR
3. Introduction New Types Of Companies
4. Strengthening Regulatory Framework
5. Others
 Concept of GlobalRegister Of Beneficial Ownership
 Regulationof Advances By Real EstateCompanies

3. 38/21/2017
I. Incorporation made easier
II. Simplification in procedure of alteration of memorandum and
articles
III. Compliance requirements reduced
IV. Pledge registrable as charge and time to register increased
V. Appointment of Additional Director in mid-term
VI. Return for Change in Shareholding of membership of more than
25% during the year
VII. Acceptance of documents after prescribed time
VIII. Introduction of concept of inactive company
IX. Maximum use of Technology
Ease Of Doing Business
Continued……….

4. 48/21/2017
X. Concept of intermediary introduced
XI. Concept of nominee for transfer of Shares
XII. Transfer of Shares – Private Companies
XIII. Shares of Private Companies in Book-entry Form
XIV. Alternate Dispute Resolution
XV. Amalgamation of Companies
XVI. Facilitating Corporate Exits
Ease Of Doing Business

5. 58/21/2017
Incorporation made easier
 Registration of companies by filing one form with model memorandum and
articles of association
 The memorandum should state principle line of business and any change
subsequently to be notified within 30 days.
 The company can engage in any lawful business as per section 26
 Directors and chief executive to be appointed at the time of incorporation
and no separate filing required subsequently
 Registered address not required at the time of incorporation and application
can be filed only with correspondence address
 Share money to be deposited within 30 days of incorporation of company
 Receipt of subscription money to be certified by a chartered accountant or a
cost and management accountant within 45 days of incorporation failing
which shares shall be deemed to be cancelled
 Registered office to be intimated within 30 days of incorporation.
Ease Of Doing Business
Continued……..

6. 68/21/2017
Commencement Of Business By A Public Company
 Procedure simplified
 No certificate to be issued – acceptance of documents by the
registrar shall be conclusive evidence for a company to start a
business

7. 78/21/2017
 Alteration would take effect by special resolution
 Change in principle line of business does not
required Commission‘s approval and only amended
memorandum to be filed within 30 days with the
Registrar
 Change in the place of registered office and
adoption of any business activity which is subject to
license requires approval of the Commission
Simplification in procedure of alteration of
memorandum and articles
Continued………….

8. 88/21/2017
 Reduction in compliance requirement single member companies
◦ Single member companies have been exempted from the
requirements to:
 Appoint company secretary;
 Hold general and board meetings;
 Notify election of directors;
 Conduct audit of its financial statements; and
 Not required to lay audited financial statements in the AGMs.
◦ Unaudited financial statements to be filed with the
Commission
◦ Nominee information to be provided at the time of
incorporation.
Compliance requirements reduced
Continued……….

9. 98/21/2017
 Reduction in compliance requirements for private companies
◦ Private Companies having paid up capital of up to Rs.1 million
are not required to conduct audit of its financial statements.
Only required to file unaudited financial statements
◦ Private companies with a paid up capital exceeding Rs.1
million but less than Rs.10 million have to conduct audit of
financial statements but are not required to file these with
the Commission.
◦ Private Companies having a paid up capital not more than Rs.3
million are not required to file annual return if there is no
change in the particulars from last year. Only this fact is to be
submitted to the Registrar.
Compliance requirements reduced
Continued……….

10. 108/21/2017
◦ Private companies have been exempted to prepare
consolidated statements if neither the holding company nor
subsidiary have a paid up capital exceeding Rs.1 million.
◦ Directors report not mandatory for private companies not
being subsidiary of public company having paid up capital less
than Rs.3 million.
◦ Financial statements to be filed by those private companies
whose paid up capital is more than ten million.
Compliance requirements reduced
Continued……….

11. 118/21/2017
 Reductionin compliancerequirementsfor other companies
◦ Cost audit not mandatory until required by business regulators.
 Other changes for other companies
◦ Board empowered to call EOGM at any time. Requirement of seeking
approval from Registrar for holding EOGM by unlisted companies at a
shorter notice abolished
◦ Passing of members’ resolution through circulation in case of public
unlisted companies (having not more than 50 members) and private
companies. This cannot be done for approval of financial statements,
dividend declaration, electionof directors and auditors remuneration.
Ease of doing business

12. 128/21/2017
 Time frame for registration of charge has been
increased from 21 to 30 days
 Pledge also registerable
 The procedure for satisfaction of charge simplified. If
the mortgagee confirms repayment of loan and issues
NOC to that effect show cause would not be sent by
Registrar to mortgagee and satisfaction would be
recorded.
Registration of charges

13. 138/21/2017
To protect strategic investor interest:
 Before first AGM – through general meeting
 After the election – the person holding sufficient shares to get
him elected may require the fresh election.
Appointment of Additional Director in mid-term

14. 148/21/2017
 In order to facilitate the corporate sector any change
of more than 25% in shareholding or membership or
voting rights of a company shall be notified to the
Commission. Instead of waiting closure of the year and
filing with annual return.
Return for Change in Shareholding of membership of more
than 25% during the year

15. 158/21/2017
 A company other than public interest company can
file its returns within a period of two years from due
date with additional fee as per section 468 and no
proceedings shall be initiated against the company for
such delay.
Acceptance of documents after prescribed time

16. 168/21/2017
 A company, other than a listed company, which is formed for a future
project or to hold an asset or intellectual property and has no
significant accounting transaction, or
 An inactive company may apply for obtaining the status of an inactive
company.
 During the inactive period the company shall not be required to
comply with the regular compliance requirements and a minimal filing
requirement in this regard shall be required.
 The Registrar can by giving a notice to a company which has not filed
financial statements or annual returns for two financial years
consecutively, enter the name of the company in the register of
inactive companies.
 Whenever the status can be changed by filing an application to the
Registrar.
Introduction of concept of Inactive Companies

17. 178/21/2017
 Service of documents/notices to the members, registrar and
the Commission through electronic means
 Participation in the meetings by members and directors
through video links
 Voting through electronic means
 Enabling provision empowering the Commission to notify
mandatory on-line filing
Maximum use of Technology

18. 188/21/2017
Concept of Intermediary introduced
 To ensure quality, intermediaries providing
corporate services shall be registered
 Only authorized intermediaries will be eligible to
provide services to the corporate sector
 Intermediaries have been enabled to sign and file
documents on behalf of companies

19. 198/21/2017
 Concept of nominee for deceased member has been outlined in
section 79
 The nominee should be a relative i.e. a spouse, father, mother,
brother, sister, son or daughter
 The nomination should be filed with the company by the person
who has acquired interest in the company
 The nominee will not be able to transfer /dispose of or deal with
the shares during lifetime of that person who has nominated him
 The same concept has also been made applicable to single member
company and information is required to be submitted at the time
of incorporation of company
Concept of nominee for Transfer of Shares

20. 208/21/2017
 Procedure for transfer of shares by member of a private company has
been outlined in section 76 which requires:
◦ Intimation of intention to hold through notice of selling shares;
◦ Within a period of ten days the board shall offer the shares to existing
members in proportion of their shareholding;
◦ If the offer is declined the shares would be offered to other members in
proportion of their shareholding;
◦ If all members decline to accept the offer, the shares may be sold to
any other person determined by the members who intends to sell
shares.
 Private Company can transfer its shares in accordance with an agreement
reached prior to commencement of this Act if it is filed with the Registrar
within 90 days of commencement of this Act.
Transfer of Share capital of a private company

21. 218/21/2017
 The Commission can require, within a period not
exceeding four years from the date of commencement
of this Act, all the unlisted companies to replace
physical shares with book-entry form.
Shares of private companies in book-entry form

22. 228/21/2017
Alternate Dispute resolution
 The concept of Alternate Dispute Resolution has been
introduced to reduce the cost for companies. The
companies will have the option to resolve disputes
through mediation. The Commission will be empowered
to maintain a panel of experts to be called the
“mediationand conciliation panel”.
 Interested parties may before or after entering into a
formal dispute resolution process either pending before
the Commission; the Appellate Bench will be able to
approach the Mediation and Conciliation Panel.

23. 238/21/2017
Facilitating corporate exits
Easy exit of a defunct company
 Enabling provision added to provide a soft regime for the
easy exit of a company which has ceased to operate and
having no known assets and liabilities
 Such a company may apply to the registrar in the specified
manner to seek striking off the name of the company off
the register

24. 248/21/2017
Amalgamation of companies
 Board of Directors empowered to approve the amalgamation
of:
◦ subsidiaries of a holding company,
◦ wholly owned subsidiaries into its holding company
 No approval of the Commission or the court would be
required.
 Jurisdiction to allow merger, amalgamation and
reconstruction of companies has been shifted from the Court
to the Commission. Initially the Commission would deal cases
of Small Companies.

25. 258/21/2017
Shariah Compliant Company:
 "Shariah compliant company" means a company which is conducting its business
according to the principles of Shariah.
 Enabling provision added for certification by the Commission with the power to
prescribe complete mechanism.
Agriculture Promotion Company
 An enablingprovision added to facilitatethe agriculture sector.
 It should be formed by the farmers.
Classification
(i) Producer Company- to primarily, deal with the produce of its members
(ii) Collateral Management company – to engage in the activity of managing
produce as collateral, including warehousing and facilitation of commodity
financing.
Continued……….
Introduction Of New Types Of Companies

26. 268/21/2017
Introduction Of New Types Of Companies
Free Zone Company (FZC) (S.454)
 A company incorporated for the purpose of carrying on business in the
export processing zone or an area notified by the Federal Government as
free zone
 The information of foreigners in companies in EPZ and other free zones
declared by the Federal Government shall not be publicly available
Exceptions:
Provided that the aforesaid restriction of non-disclosure shall not apply to the
revenue authorities collecting tax, duties and levies or requirement or
obligation under international law, treaty or commitment of the Government.

27. 278/21/2017
 Code of Corporate Governance enabling provision added
 Restriction on selling/purchasing any asset to / from director for
consideration other than cash without approval of members of the
company in general meeting
 Casual vacancy on the board of directors to be filled at earliest but
not later than ninety (90) days
 CFO also required to sign financial statements of listed companies in
addition to the chief executive and one director
 Private Company having paid up capital up to Rs.1 million, financial
statements shall also be accompanied by an affidavit executed by
Chief Executive Officer/Directors who have signed accounts that
these have been approved by the Board.
Better Corporate Governance
Continued……….

28. 288/21/2017
 Director is not allowed to assign his office to any other officer as per
section 174
 Loan to directors requires approval of members and in case of listed
company also of the Commission
 Classification of companies outlined in the Act, i.e., Public interest
company, large sized company, medium sized and small sized company.
Different disclosure requirements outlined.
 The Commission has been empowered to specify the maximum number of
directorships a person may hold on the boards of listed
companies. Currently this number is seven.
 Liability for undesired activities of shareholders introduced. All members
required to act in good faith and should not disrupt proceedings of the
meetings or smooth functioning of management.
Continued……….
Better Corporate Governance

29. 298/21/2017
 The manner of selection of independent directors for certain
classes of companies as required under the relevant framework has
been provided through creation and maintenance of a databank of
such directors by any institute, body or association as may be
notified by the Commission.
 It has been required to ensure representation of female directors
on the boards of public interest companies in such manner as may
be specified by the Commission.
 To avoid potential conflict of interests between the two positions,
the offices of chairman and chief executive have been separated
for such classes of companies as may be specified by the
Commission.
 Related party transactions other than on arm’s length required to
be in accordance with policy approved by the board.
Better Corporate Governance

30. 308/21/2017
Better Corporate Governance
 Public Company required to have Company Secretary.
 Listed Company required to have Share Registrar.
 To ensure protection of the interests of all the stakeholders, the provision
for duties of directors has been expanded to require them keep the interests
of company, its shareholders, employees, community and the protection of
environment in view.
 It has been provided for indemnification of directors and officers of
companies in respect of their liabilities arising otherwise than in respect of
negligence, default, breach of duty or breach of trust of which such directors
and officers may be guilty. However, the company shall be able to ratify the
acts of directors constituting breach of duty, default or negligence.
 Contents of directors’ report for public company and private company
which is subsidiary of public company specified. Additional requirement for
listed company.
Continued……….

31. 318/21/2017
 Enhanced transparency and quality of information
◦ Enhanced corporate disclosures have been specified to be made through
directors’ report to the members by public companies and private companies
which are subsidiariesof such companies
◦ Companies are required to notify to the registrar concerned the beneficial
ownership information in the form of shareholding or any other interest of the
every substantial shareholder and officer in any foreign company or body
corporate
◦ To ensure availability of material information in a timely manner, all the
companies shall be required to report changes in shareholding and membership
to the registrar concerned in such form as may be specified for the purpose
◦ Every public company is required to have a company secretary to ensure the
corporate affairsare dealt with diligentlyand professionally
◦ Companies classification has been introduced in law to provide different
reporting and compliancerequirements.
Better Corporate Governance
Continued……….

32. 328/21/2017
 Prevention from Money Laundering and Other
Offences
◦ The Act casts a duty on ‘every officer’ of a company to
endeavor to prevent the commission of any fraud or
offences of money laundering as provided in the Anti-
Money Laundering Act, 2010 ‘with respect to affairs of the
company’.
◦ Adequate measures for this purpose will also be required to
be put in place.
Better Corporate Governance

33. 338/21/2017
Corporate Social Responsibility
 A quota of two percent has been proposed to be kept for disabled persons in
the public interest companies employing fifty persons or more, and the same
needs to be provided in the human resource policies of such companies.
Continued……….

34. 348/21/2017
Strengthening Regulatory Framework
 Serious fraud investigation can be conducted by the
Commission
 Directors can be disqualified to hold office as per section 172
 Grounds for revocation of license and consequent obligation for
section 42 companies has been specified
 Conversion of limited company into unlimited, limited by
guarantee into company limited by shares and private company
into single member and vice-versa has been outlined
 The provision for seizure of documents has been included in
section 255
Continued……….

35. 358/21/2017
 Dividend by listed companies to be paid only through
banking channel.
 Jurisdiction to approve compromises, arrangements,
reconstruction and amalgamation has been shifted from high
courts to the Commission. Initially the Commission intends to
grant approval for cases of small companies. Remaining
would be dealt with by the Courts.
 The Commission has been empowered to obtain information
from foreign companies regarding beneficial ownership in
connection with any inspection, inquiry or investigation.
 Provision for registration of valuers has been included.
Strengthening Regulatory Framework

36. 368/21/2017
 Criteria for appointment of Auditors:
◦ Paid up capital 03 million & above: CA
◦ Paid up capital up to 03 million: CA or CMA
 Unclaimed Shares, Modaraba Certificates and Dividend to
rest with Federal Government if remain unpaid for three
years and to be used for Investors education and awareness.
 The Act has brought certainty into penal provisions by
providing three simple slabs of penalties for each day of
default: Rs.500, Rs.1,000 and Rs.500,000 with the aggregate
penalty in each case of default stated to be a maximum of
Rs.25,000, Rs.500,000 and Rs.100,000,000.
Strengthening Regulatory Framework

37. 378/21/2017
 Another revolutionary measure introduced through the Companies
Act, 2017 in line with global best practices and recommendations
to improve transparency and disclosure of ownership information
 Aimed at ensuring transparency of beneficial ownership
information of shareholders and officers of companies in foreign
companies or body corporate
 Enhanced transparency boosts investor confidence, fosters trust in
capital market and the corporate sector, and help combat
corruption and money-laundering.
 Any person who fails to comply with the aforesaid provision shall
be liable to a penalty of upto Rs.25,000 and a further penalty of
upto Rs 500 for each day of continuing default
Concept of Global Register of Beneficial Ownership

38. 388/21/2017
Concept of Global Register of Beneficial Ownership
Information required
to be reported
By To Within time period
Shareholding or other
interest in a foreign
company or body
corporate
- Shareholders who have a
minimum of 10% of
shareholding or voting rights
in a company, and
- officers of companies
including chief executive,
directors, chief financial
officer, company secretary or
other authorized officer
who are Pakistani citizens,
including dual citizenship holders
Company
Fourteen days of the
notification no. SRO.
546(I)/2017 dated 21st June,
2017, and subsequently
within thirty days of holding
such position or interest
Company Registrar
Sixty days from the
commencement of the
Companies Act, 2017
promulgated on 30th May,
2017, and subsequently with
the annual return of the
company

39. 398/21/2017
➢ A provision for regulation of advances by the real
estate companies has been included, which shall be
applicable after a notification to this effect is issued
by the Federal Government
➢ The objective of this provision is to ensure that
advances received from individual by companies,
which conduct real estate business is protected and
used only for the purpose of development of those
projects for which these advances have been
obtained
Real Estate Companies (S.456)

40. 408/21/2017
Salient Features of Companies
(Incorporation) Regulations, 2017
Effective from August 14, 2017

41. 418/21/2017
Salient Features – Incorporation Regulations
➢ Combined process for name reservation and incorporation
introduced.
➢ 3 options of name to be provided and these would be
considered in order of priority.
➢ Only one form to be filed which includes name reservation and
incorporation details instead of 4 forms in Private company and
6 forms in Public company previously required
➢ Documentation shall be provided by the applicant with the
option1 in the combinedprocess.

42. 428/21/2017
Salient Features – Incorporation Regulations
➢ Registrar has the power to amend the documents of
incorporation to the extent of proposed name in accordance
with the other two options provided by the applicant.
➢ This has resulted in not only saving time of incorporation but
cost of incorporation. Now a company with paid up capital of
Rs.100,000 can be registered in Rs.1,550 online and Rs.3,000
in physical form.

43. 438/21/2017
Single Step Process
Submit application for Name Reservation and Incorporation
simultaneously.
Two Step Process
STEP 1: Name Reservation
STEP 2: Prepare and submit documents
Company Incorporation Process

44. 448/21/2017
ANNEXURE-I
COMPANIES (INCORPORATION) REGULATIONS, 2017
[See Regulation 3]
APPLICATION FOR RESERVATION OF NAME
(To be completed by applicant in block letters.)
1. Fee Payment Details 1.1 Challan No
1.2 Challan Amount (Rs.)
2. Propose three options for name
reservation
Option 1
(mandatory in case of combined
application otherwise single
name may be provided)
Option 2
Option 3
(Please enter the name without kind of company e.g. (Pvt.) Limited, Limited etc.). (Maximum 70 characters)
3. Kind of proposed company
a. Private Limited Company
b. Single Member Company
c. Public Limited Company
d. Association Not for-profit under section 42 of the Companies Act, 2017
e. Other (Please specify)
4. Principal line of business for proposed
company
5. Meaning / Significance of proposed name
Annexure-I

45. 458/21/2017
Annexure-I
6. If any company or entity exists with identical
or similar name, please mention your
relationship with such company or entity
along with board resolution/ NOC showing
no objection on registration of a company
with similar name.
7. Declaration I do hereby solemnly and sincerely declare that the
information provided in the form is true and correct
and nothing is concealed and that the proposed name,
if reserved, shall be used only for the purpose of
registration of company
8. Name of Proposed Subscriber/Authorized
Intermediary
8. Signatures
9.
Registration No of Authorized Intermediary,
if applicable
10. N.I.C No. where the applicant is
proposed subscriber
(Passport No. in case of foreign national)
Day Month Year
11. Date
Enclosures:
1. Original paid bank challan evidencing payment of fee
2. Copy of NOC/permission/letter of intent of competent authority (if applicable)
3. Any other document deemed necessary.

46. 468/21/2017
An applicantshallmake an applicationeither through e-service or in physicalform to
the registrar for incorporationof company as per Annexure-IV of the Regulations
along with the following documents:
 Memorandum of Association;
 Articles of Association, where required;
 Copies of CNIC/NICOP of the subscribers/directors/chief executive officer or copy of Passport
in case of a foreigner;
 Copy of CNIC/NICOP of Nominee only in case of single member company or copy of Passport
in case of a foreigner;
 Copy of CNIC of witness in case of physical filing;
 Authorization for filing of documents for the proposed company by the subscribers as per
Annexure-V in favor of either one of them or registered intermediary; and
 NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business as mentioned in regulation 4;
 Original paid bank challan evidencing the payment of fee specified in Seventh Schedule of
the Act.
Note: In case of combined applicationfor incorporationof company, documentation
shall be prepared as per name containedin option 1 of Annexure-I of the Regulations
Step 2-submission Of Document

47. 478/21/2017
Annexure-IV
COMPANIES (INCORPORATION) REGULATIONS, 2017
[See Regulation 5]
APPLICATION FOR COMPANY INCORPORATION
PART-I
(To be completed by the applicant in block letters)
1.1 Name of the Company
1.2 Fee Payment Details 1.2.1 Challan No
1.2.2 Challan Amount (Rs.)
PART-II
Section – A - Company information
2.1 Correspondence
Address
City District Province
Telephone Number Email Address
Mobile Number
2.2 Registered office
Address, if any
City District Province
Telephone Number Website(if any)
Mobile Number Email Address
2.3 Principal line of
business

48. 488/21/2017
Annexure-IV
Section – B – Capital Structure
Class/Kind
Face Value
Number of
shares
Total Amount
2.4 Authorized Capital
2.5 Paid Up Capital
Section – C – Special business information
(Applicable in case of Banking Company, Non-banking Finance Company, Insurance company,
Modaraba management company, Stock Brokerage business, forex, managing agency, business of
providing the services of security guards and any other business restricted under any other law or as may
be notified by the Commission)
2.6 Nature of business in case of
specialized business requiring license /
permission / approval (please specify
and also attach NOC / approval of the
relevant authority)
*(Additional documents will be required by the registrar)
Section – D – Company subscribers, proposed directors, proposed chief executive officer, and
nominee
2.7 State Number of directors fixed by subscribers:
[Please note that as per law a company must have minimum director as follows:]
Kind of Company Minimum
number of
directors
required by
law
No. of
proposed
directors
Single Member Company 01
Private Limited Company 02
Public Limited Company 03
2.8 Details of subscribers, proposed directors and proposed chief executive
officer
Na
m
e
Father
/
Husba
nd
Name
CNIC
(in case
of
Pakistan
i
national
) or
Passport
No(in
case of
foreigne
r)”
Incorpo
ration/
Registra
tion
Number
Nati
onali
ty
Occu
patio
n
Residential
address/regis
tered office
address or
principal
office (in case
of a
subscriber
other than a
natural
person)
NTN
(in case
of
directo
r,
where
applica
ble)
Designation
(Director/
Subscriber/
CEO) Please
specify
No of
shares
subscri
bed
(for
subscri
ber)
Signatur
es

49. 498/21/2017
Annexure-IV
2.9 Details of Nominee (only in case of single member company)
Name of Nominee
CNIC of Nominee
Residential address of Nominee
Telephone number of Nominee
Email address of Nominee
Relationship of Nominee with
subscriber
Signature of Nominee
Section – E- If the company limited by shares intends to adopt tables contained in First
Table A- Part I (Articles of association of company limited by shares)
Table A- Part-II (Articles of association of single member company limited by shares)
Section – F- The company limited by shares in case it has not adopted articles contained in First
Schedule to the Act company limited by guarantee and unlimited company shall attached the
articles of association.

50. 508/21/2017
Annexure-IV
PART-III
Declaration under section 16
3.1 Declarant Name
3.2 Declarant Profession /
Designation
(Please check
relevant box)
□ Authorized Intermediary
□ a person named in the articles as Director of the
proposed company
3.3 Declaration I do hereby solemnly and sincerely declare that:
a) I have been authorized as declarant by the subscribers;
b) all the requirements of the Companies Act, 2017, and the
regulations made there under in respect of matters
precedent to the registration of the said Company and
incidental thereto have been complied with
c) I make this solemn declaration conscientiously believing
the same to be true.
3.4 Declarant Signature
3.5 Registration No of authorized
intermediary, if applicable
3.6 Date
Enclosures:
(i) Original paid bank challan evidencing payment of fee
(ii) Memorandum of Association
(iii) Articles of Association, where applicable
(iv) Copies of CNIC/NICOP of the subscribers/directors/chief executive officer or copy of
Passport in case of a foreigner;
(v) Copy of CNIC/NICOP of Nominee only in case of single member company or copy of
Passport in case of a foreigner;
(vi) Copy of CNIC of witness in case of physical filing;
(vii) NOC/Letter of Intent/ License (if any) of the relevant regulatory authority in case of
specialized business
(viii) Authority letter for filing of documents for the proposed company on behalf of the
subscribers
(ix) Copy of CNIC/Passport of person duly authorized by the Board of directors of a body
corporate which is a subscriber. Further, copy of Board resolution along with attendance
sheet duly authorizing the representative.
(x) In case the subscriber is a foreign company, the profile of the company, detail of its
directors, the charter, statute or memorandum and articles of the foreign company duly
notarized in the country of origin.
Witness to above signatures: (For the documents submitted in physical form)
Signatures
Full Name (in Block Letters)
Father‘s/ Husband‘s name
Nationality
CNIC No.
Usual residential address

51. 518/21/2017
Salient Features of Intermediaries
(Registration) Regulations, 2017
Effective from August 14, 2017

52. 528/21/2017
(i) In case of an individual:
a) Holds valid certificate of practice from ICAP; or
b) Holds valid certificate of practice from ICMAP; or
c) a practicing member of ACCA, CPA, CMA or recognized foreign
accountancy organizationas notified by the Commission;or
d) Holds LLB degree and duly licensed by the concerned Bar Council;
or
e) with at least two years of experience in handling corporate affairs;
or
f) Holds MBA with specialization in Finance, M.Com and Masters of
Law
g) possess any other qualificationas notifiedby the Commission.
Registration Criteria

53. 538/21/2017
(ii) in case of a company or a firm or a limited liability partnership, one year
of experience in handling corporate affairs. If at least one director meet
the qualification and experience, no prior experience required
(iii) Compliant with the Continuous Learning requirements outlined by the
relevant institute/body;
(iv) has a National Tax Number, an established office in Pakistan with
adequate physical infrastructure and has informational technology
infrastructure complying with the minimum requirements in case the
authorized intermediary utilizes e-services facility of the Commission;
(vii) the individual/partners/directors have not been:
 undischarged insolvents;
 convicted by a court of law for an offence involving moral turpitude;
and
 convictedof any offence under the Pakistan Penal Code
Registration Criteria

54. 548/21/2017
 Only one registered intermediary to act as an authorized
intermediary for filing of documents required under the Act
 The Company to enter into a written agreement with the
authorized intermediary
 The agreement to be maintained by the company in its record
for inspection by auditors and the Commission.
Procedure for Appointment

55. 558/21/2017
 The authorized intermediary and its employees to whom it has delegated
the function shall
 act with due care, skill and diligence in carrying out their duties and
responsibilities;
 ensure that the documents filed on behalf of company or promoters of a
company or foreign company complies with the requirements of the Act
and other applicable laws;
 ensure that proper record of documents filed on behalf of company or
promoters of the proposed company or foreign companyis maintained;
 ensure confidentiality of documents and information filed on behalf of
the company or promoters of the proposed company or foreign
company; and
 maintain the record of agreement between the company or promoters
of the proposed company or foreign company and the authorized
intermediary and any changes therein.
Duties and Responsibilities

56. 568/21/2017
• Responsible for the acts and omissions of all employees to
whom it has delegated its functions as an authorized
intermediary.
• Compliance with the Continuous Professional Development
Course on an annual basis as notified by the Commission.
• shall comply with the directions and instruction, issued from
time to time, by the Commission or registrar, failing which
penal action may be initiated.
Duties and Responsibilities

57. 578/21/2017
THANK YOU