COMPANIES ACT 2017

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COMPANIES ESTABLISHED OUTSIDE PAKISTAN PROVISIONS AS TO ESTABLISHMENT OF PLACES OF BUSINESS IN PAKISTAN

GENERAL

§452 Section 452 — Companies’ Global Register of Beneficial Ownership §454 Section 454 — Free Zone Company §455 Section 455 — Filing of documents through intermediaries §456 Section 456 — Acceptance of advances by real estate companies engaged in real estate projects §457 Section 457 — Agriculture Promotion Companies §458 Section 458 — Power to give exemptions by the Federal Government §458A Section 458A — Measures for greater ease of doing business §459 Section 459 — Quota for persons with disabilities in the public interest companies §460 Section 460 — Valuation by registered valuers §461 Section 461 — Security clearance of shareholder and director §462 Section 462 — Registration offices §463 Section 463 — Production of documents kept by registrar §464 Section 464 — Registrar not to accept defective documents §465 Section 465 — Special return to rectify the data §466 Section 466 — Jurisdiction in the disputes relating to shareholding and directorship §467 Section 467 — Approval of transfer of shares by the agents licenced by the Commission §468 Section 468 — Acceptance of documents presented after prescribed time §469 Section 469 — Fees §470 Section 470 — Power to specify fees chargeable by companies §471 Section 471 — Filing of documents electronically §472 Section 472 — Destruction of physical record §473 Section 473 — Supply of documents, information, notices to the members electronically §474 Section 474 — Enforcing compliance with provisions of Act §475 Section 475 — Power of Court trying offences under Act to direct compliance with the provisions §476 Section 476 — Offences to be cognizable §477 Section 477 — Complaint to the court by the Commission, registrar, member or creditor in case of certain offences §478 Section 478 — Penalty to be imposed by the Commission §479 Section 479 — Adjudication of offences and standard scale of penalty §480 Section 480 — Appeal against order passed by officer of the Commission §481 Section 481 — Appeal before the Appellate Bench §482 Section 482 — Adjudication of offences involving imprisonment §483 Section 483 — Powers of the Commission in relation to enquiries and proceedings §484 Section 484 — Procedure for trial of a corporate body §485 Section 485 — Recovery of penalty §486 Section 486 — Prosecution of offences by the Commission §487 Section 487 — Appeal against acquittal §488 Section 488 — Payment of compensation in cases of frivolous or vexatious prosecution §489 Section 489 — Application of fines or penalties §490 Section 490 — Production and inspection of books where offence suspected §491 Section 491 — Power to require limited company to give security for costs §492 Section 492 — Power of Court to grant relief in certain cases §493 Section 493 — Enforcement of orders of Court §494 Section 494 — Enforcement of orders of Court by other courts §495 Section 495 — Protection of acts done in good faith §496 Section 496 — Penalty for false statement, falsification, forgery, fraud, deception §497 Section 497 — Penalty for wrongful withholding of property §498 Section 498 — Liability of directors for allotment of shares for inadequate consideration §499 Section 499 — Punishment for non-compliance of directive of Court §500 Section 500 — Penalty for carrying on ultra vires business §501 Section 501 — Penalty for improper use of word “Limited” §502 Section 502 — Penalty where no specific penalty is provided §503 Section 503 — Power to accord approval subject to conditions §504 Section 504 — Delegation of powers §505 Section 505 — Application of Act to companies governed by special enactments §506 Section 506 — Forms §507 Section 507 — Power to alter schedules §508 Section 508 — Power of the Federal Government to make rules §509 Section 509 — Repeal and savings §510 Section 510 — Power to issue directives, circulars, guidelines §511 Section 511 — Power of the Commission to permit use of Urdu words of abbreviations §512 Section 512 — Power to make regulations §513 Section 513 — Validation of laws §514 Section 514 — Former registration offices and registers continued §515 Section 515 — Removal of difficulty

INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO

§9 Section 9 — Obligation to register certain associations, partnerships as companies §10 Section 10 — Prohibition of certain names §11 Section 11 — Rectification of name of a company §12 Section 12 — Change of name by a company §13 Section 13 — Registration of change of name and effect thereof §14 Section 14 — Mode of forming a company §15 Section 15 — Liability for carrying on business with less than three or, in the case of a private company, two members §16 Section 16 — Registration of memorandum and articles §17 Section 17 — Effect of memorandum and articles §18 Section 18 — Effect of registration §19 Section 19 — Commencement of business by a public company §20 Section 20 — Consequences of non-compliance of section 19 §21 Section 21 — Registered office of company §22 Section 22 — Publication of name by a company §24 Section 24 — Penalties for non-publication of name §25 Section 25 — Publication of authorised as well as paid-up capital §26 Section 26 — Business and objects of a company §27 Section 27 — Memorandum of company limited by shares §28 Section 28 — Memorandum of company limited by guarantee §29 Section 29 — Memorandum of unlimited company §30 Section 30 — Borrowing powers to be part of memorandum §31 Section 31 — Memorandum to be printed, signed and dated §32 Section 32 — Alteration of memorandum §33 Section 33 — Powers of Commission when confirming alteration §34 Section 34 — Exercise of discretion by Commission §35 Section 35 — Effect of alteration in memorandum or articles §36 Section 36 — Registration of articles §37 Section 37 — Articles to be printed, signed and dated §38 Section 38 — Alteration of articles §39 Section 39 — Copies of memorandum and articles to be given to members §40 Section 40 — Alteration of memorandum or articles to be noted in every copy §41 Section 41 — Form of memorandum and articles §42 Section 42 — Licencing of associations with charitable and not for profit objects §43 Section 43 — Effect of revocation of licence §44 Section 44 — Penalty §45 Section 45 — Provision as to companies limited by guarantee §46 Section 46 — Conversion of public company into private company and vice- versa §47 Section 47 — Conversion of status of private company into a single-member company and vice-versa §48 Section 48 — Conversion of status of unlimited company as limited company and vice-versa §49 Section 49 — Conversion of a company limited by guarantee to a company limited by shares and vice-versa §50 Section 50 — Issue of certificate and effects of conversion §51 Section 51 — Power of unlimited company to provide for reserve share capital on conversion of status to a limited company §52 Section 52 — Consequence of default in complying with conditions constituting a company a private company §53 Section 53 — Service of documents on a company §54 Section 54 — Service of documents on Commission or the registrar §55 Section 55 — Service of notice on a member §56 Section 56 — Authentication of documents and proceedings

JURISDICTION OF COURT

MANAGEMENT AND ADMINISTRATION

§118 Section 118 — Members of a company §119 Section 119 — Register of members §120 Section 120 — Index of members §121 Section 121 — Trust not to be entered on register §122 Section 122 — Register of debenture-holders §123 Section 123 — Index of debenture-holders §123A Section 123A — Record of ultimate beneficial owner §124 Section 124 — Rights to inspect and require copies §125 Section 125 — Power to close register §126 Section 126 — Power of Court to rectify register §127 Section 127 — Punishment for fraudulent entries in and omission from register §128 Section 128 — Notice to registrar of rectification of register §129 Section 129 — Register to be evidence §130 Section 130 — Annual return §131 Section 131 — Statutory meeting of company §132 Section 132 — Annual general meeting §133 Section 133 — Calling of extra-ordinary general meeting §134 Section 134 — Provisions as to meetings and votes §135 Section 135 — Quorum of general meeting §136 Section 136 — Power of the Court to declare the proceedings of a general meeting invalid §137 Section 137 — Proxies §138 Section 138 — Representation of body corporate or corporation at meetings §139 Section 139 — Representation of Federal Government at meetings of companies §140 Section 140 — Notice of resolution §141 Section 141 — Voting to be by show of hands in first instance §142 Section 142 — Declaration by chairman on a show of hands §143 Section 143 — Demand for poll §144 Section 144 — Poll through secret ballot §145 Section 145 — Time of taking poll §146 Section 146 — Resolutions passed at adjourned meeting §147 Section 147 — Power of Commission to call meetings §148 Section 148 — Punishment for default in complying with provisions of section 147 §149 Section 149 — Passing of resolution by the members through circulation §150 Section 150 — Filing of resolution §151 Section 151 — Records of resolutions and meetings §152 Section 152 — Inspection of records of resolutions and meetings §153 Section 153 — Ineligibility of certain persons to become director §154 Section 154 — Minimum number of directors of a company §155 Section 155 — Number of directorships §156 Section 156 — Compliance with the Code of Corporate Governance §157 Section 157 — First directors and their term §158 Section 158 — Retirement of first and subsequent directors §159 Section 159 — Procedure for election of directors §160 Section 160 — Powers of the Court to declare election of directors invalid §161 Section 161 — Term of office of directors §162 Section 162 — Fresh election of directors §163 Section 163 — Removal of directors §164 Section 164 — Nominee directors §165 Section 165 — Certain provisions not to apply to directors representing special interests §166 Section 166 — Manner of selection of independent directors and maintenance of databank of independent directors §167 Section 167 — Consent to act as director to be filed with company §168 Section 168 — Validity of acts of directors §169 Section 169 — Penalties §170 Section 170 — Restriction on director’s remuneration §171 Section 171 — Vacation of office by the directors §172 Section 172 — Disqualification orders §173 Section 173 — Personal liability for company’s debts where person acts while disqualified §174 Section 174 — Prohibition on assignment of office by directors §175 Section 175 — Penalty for unqualified person acting as director §176 Section 176 — Proceedings of the board §177 Section 177 — Ineligibility of bankrupt to act as director §178 Section 178 — Records of resolutions and meetings of board §179 Section 179 — Passing of resolution by the directors through circulation §180 Section 180 — Liabilities of directors and officers §181 Section 181 — Protection to independent and non-executive directors §182 Section 182 — Loans to directors: requirement of members’ approval §183 Section 183 — Powers of board §184 Section 184 — Prohibition regarding making of political contributions §185 Section 185 — Prohibition regarding distribution of gifts §186 Section 186 — Appointment of first chief executive §187 Section 187 — Appointment of subsequent chief executive §188 Section 188 — Terms of appointment of chief executive §189 Section 189 — Restriction on appointment of chief executive §190 Section 190 — Removal of chief executive §191 Section 191 — Chief executive not to engage in business competing with company’s business §192 Section 192 — Chairman in a listed company §193 Section 193 — Penalty §194 Section 194 — Public company required to have secretary §195 Section 195 — Listed company to have share registrar §196 Section 196 — Bar on appointment of sole purchase, sales agents §197 Section 197 — Register of directors, officers §198 Section 198 — Rights to inspect §199 Section 199 — Investments in associated companies and undertaking §200 Section 200 — Investments of company to be held in its own name §201 Section 201 — Method of contracting §202 Section 202 — Execution of bills of exchange, promissory notes and deeds §203 Section 203 — Company to have official seal for use abroad §204 Section 204 — Duties of directors §205 Section 205 — Disclosure of interest by director §209 Section 209 — Register of contracts or arrangements in which directors are interested §210 Section 210 — Contract of employment with directors §211 Section 211 — Restriction on non-cash transactions involving directors §212 Section 212 — Declaring a director to be lacking fiduciary behaviour §213 Section 213 — Disclosure to members of directors’ interest in contract appointing chief executive or secretary §214 Section 214 — Contracts by agents of company in which company is undisclosed principal §215 Section 215 — Liability for undesired activities of the shareholders §216 Section 216 — Company deemed to be a public interest company in certain circumstances §217 Section 217 — Securities and deposits §219 Section 219 — Penalty for contravention of section 217 or 218 §221 Section 221 — Inspection of books of account by the Commission §222 Section 222 — Default in compliance with provisions of section 221 §223 Section 223 — Financial Statements §224 Section 224 — Classification of Companies §225 Section 225 — Contents of Financial Statements §226 Section 226 — Duty to prepare directors’ report and statement of compliance §227 Section 227 — Contents of directors’ report and statement of compliance §228 Section 228 — Consolidated financial statements §229 Section 229 — Financial year of holding company and subsidiary §230 Section 230 — Rights of holding company’s representatives and members §231 Section 231 — Financial Statements of modaraba company to include modaraba accounts §232 Section 232 — Approval and authentication of Financial Statements §233 Section 233 — Copy of Financial Statements to be forwarded to the registrar §235 Section 235 — Right of member of a company to copies of the Financial Statements and the auditor’s report §236 Section 236 — Penalty for improper issue, circulation or publication of Financial Statements §237 Section 237 — Quarterly financial statements of listed companies §238 Section 238 — Power of Commission to require submission of additional statements of accounts and reports §239 Section 239 — Rights of debenture-holders to obtain copies of financial statements §240 Section 240 — Certain restrictions on declaration of dividend §241 Section 241 — Dividend to be paid only out of profits §242 Section 242 — Dividend not to be paid except to registered shareholders §243 Section 243 — Directors not to withhold declared dividend §244 Section 244 — Unclaimed shares, modaraba certificates and dividend to vest with the Federal Government §245 Section 245 — Establishment of Investor Education and Awareness Fund §246 Section 246 — Appointment, removal and fee of auditors §247 Section 247 — Qualification and disqualification of auditors §248 Section 248 — Auditors’ right to information §249 Section 249 — Duties of auditor §250 Section 250 — Audit of cost accounts §251 Section 251 — Signature of auditor’s report §252 Section 252 — Penalty for non-compliance with provisions by companies §253 Section 253 — Penalty for non-compliance with provisions by auditors §254 Section 254 — Power of registrar to call for information or explanation §255 Section 255 — Seizure of documents by registrar, inspector or investigation officer §256 Section 256 — Investigation into affairs of company §257 Section 257 — Investigation of company’s affairs in other cases §258 Section 258 — Serious Fraud Investigation §259 Section 259 — Inspector to be a Court for certain purposes §260 Section 260 — Power of inspectors to carry investigation into affairs of associated companies §261 Section 261 — Duty of officers to assist the inspector §262 Section 262 — Inspector’s report §264 Section 264 — Power of Commission to initiate action against management §265 Section 265 — Effect of Court’s order §266 Section 266 — No compensation to be payable for annulment or modification of contract §267 Section 267 — No right to compensation for loss of office §268 Section 268 — Application for winding up of company or an order under section 286 §269 Section 269 — Proceedings for recovery of damages or property §270 Section 270 — Expenses of investigation §271 Section 271 — Inspector’s report to be evidence §272 Section 272 — Imposition of restrictions on shares and debentures and prohibition of transfer of shares or debentures in certain cases §273 Section 273 — Saving for legal advisers and bankers §274 Section 274 — Enquiries and investigation not to be affected by winding up §275 Section 275 — Application of sections 254 to 274 to liquidators and foreign companies

MEDIATION, ARBITRATION, ARRANGEMENTS AND RECONSTRUCTION

POWERS AND FUNCTIONS OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

PRELIMINARY

PREVENTION OF OPPRESSION AND MIS-MANAGEMENT

PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES AND OTHER SECURITIES

§57 Section 57 — Prospectus §58 Section 58 — Classes and kinds of share capital §59 Section 59 — Variation of shareholders’ rights §60 Section 60 — Numbering of shares §60A Section 60A — Prohibition on issuance of bearer shares or bearer shares warrants, etc §61 Section 61 — Nature of shares or other securities §62 Section 62 — Shares certificate to be evidence §63 Section 63 — Issue of debentures §64 Section 64 — Payment of certain debts out of assets subject to floating charge in priority to claims under the charge §65 Section 65 — Powers and liabilities of trustee §66 Section 66 — Issue of securities and redeemable capital not based on interest §67 Section 67 — Application for, and allotment of, shares and debentures §68 Section 68 — Repayment of money received for shares not allotted §69 Section 69 — Allotment of shares and other securities to be dealt in on securities exchange §70 Section 70 — Return as to allotments §71 Section 71 — Limitation of time for issue of certificates §72 Section 72 — Issuance of shares in book-entry form §73 Section 73 — Issue of duplicate certificates §74 Section 74 — Transfer of shares and other securities §75 Section 75 — Board not to refuse transfer of shares §76 Section 76 — Restriction on transfer of shares by the members of a private company §77 Section 77 — Notice of refusal to transfer §78 Section 78 — Transfer to successor-in-interest §79 Section 79 — Transfer to nominee of a deceased member §80 Section 80 — Appeal against refusal for registration of transfer §81 Section 81 — Application of premium received on issue of shares §82 Section 82 — Power to issue shares at a discount §83 Section 83 — Further issue of capital §83A Section 83A — Employees’ stock options §84 Section 84 — Prohibition on acceptance of deposits from public §85 Section 85 — Power of company to alter its share capital §87 Section 87 — Subsidiary company not to hold shares in its holding company §88 Section 88 — Power of a company to purchase its own shares §89 Section 89 — Reduction of share capital §90 Section 90 — Objection by creditors and settlement of list of objecting creditors §91 Section 91 — Power to dispense with consent of creditor on security being given for his debt §92 Section 92 — Order confirming reduction §93 Section 93 — Registration of order of reduction §94 Section 94 — Liability of members in respect of reduced shares §95 Section 95 — Penalty on concealment of name of creditor §96 Section 96 — Publication of reasons for reduction §97 Section 97 — Increase and reduction of share capital in case of a company limited by guarantee having a share capital §98 Section 98 — Limited company may have directors with unlimited liability §99 Section 99 — Special resolution of limited company making liability of directors unlimited

REGISTRATION OF MORTGAGES, CHARGES, ETC

WINDING UP

§293 Section 293 — Modes of winding up.–(1) The winding up of a company may be either §294 Section 294 — Liability as contributories of present and past members §295 Section 295 — Liability of directors whose liability is unlimited §296 Section 296 — Liability of Contributory having fully paid share §297 Section 297 — Nature of liability of contributory §298 Section 298 — Contributories in case of death of member §299 Section 299 — Contributory in case of insolvency of member §300 Section 300 — Contributories in case of winding up of a body corporate which is a member §301 Section 301 — Circumstances in which a company may be wound up by Court §302 Section 302 — Company when deemed unable to pay its debts §303 Section 303 — Transfer of proceedings to other Courts §304 Section 304 — Provisions as to applications for winding up §305 Section 305 — Right to present winding up petition where company is being wound up voluntarily or subject to Court’s supervision §306 Section 306 — Commencement of winding up by Court §307 Section 307 — Court may grant injunction §308 Section 308 — Powers of Court on hearing petition §309 Section 309 — Copy of winding up order to be filed with registrar §310 Section 310 — Suits stayed on winding up order §311 Section 311 — Court may require expeditious disposal of suits §312 Section 312 — Effect of winding up order §313 Section 313 — Power of Court to stay winding up §314 Section 314 — Court may ascertain wishes of creditors or contributories §315 Section 315 — Appointment of official liquidator §316 Section 316 — Removal of official liquidator §317 Section 317 — Remuneration of official liquidator §318 Section 318 — Style and title of official liquidator §319 Section 319 — General provisions as to liquidators §320 Section 320 — Statement of affairs to be made to official liquidator §321 Section 321 — Report by official liquidator §322 Section 322 — Court directions on report of official liquidator §323 Section 323 — Settlement of list of contributories and application of assets §324 Section 324 — Custody of company’s properties §325 Section 325 — Power to require delivery of property §326 Section 326 — Power to summon persons suspected of having property of company §327 Section 327 — Power to order public examination of promoters, directors §328 Section 328 — Power to arrest absconding contributory §329 Section 329 — Power to order payment of debts by contributory §330 Section 330 — Power of Court to make calls §331 Section 331 — Power to order payment into bank §335 Section 335 — Adjustment of rights of contributories.–The Court shall adjust the rights of the contributories among themselves, and distribute any surplus among the persons entitled thereto. 336. Power to order costs §337 Section 337 — Powers and duties of official liquidator §338 Section 338 — Liquidator to keep books containing proceedings of meetings §339 Section 339 — Liquidator’s account §340 Section 340 — Exercise and control of liquidator’s powers §341 Section 341 — Distribution by official liquidator §342 Section 342 — Dissolution of company §343 Section 343 — Saving of other proceedings §344 Section 344 — Power to enforce orders §347 Section 347 — Circumstances in which company may be wound up voluntarily §348 Section 348 — Commencement of voluntary winding up.–A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up. 349. Effect of voluntary winding up on status of company §351 Section 351 — Declaration of solvency in case of proposal to wind up voluntarily §352 Section 352 — Distinction between members and creditors voluntary winding up §353 Section 353 — Appointment of liquidator §355 Section 355 — Notice by liquidator of his appointment §356 Section 356 — Power of liquidator to accept shares as consideration for sale of property of company §358 Section 358 — Duty of liquidator to call general meetings.−(1) The liquidator shall §360 Section 360 — Alternative provisions as to annual and final meetings in case of insolvency §361 Section 361 — Provisions applicable to creditors’ voluntary winding up §362 Section 362 — Meeting of creditors §364 Section 364 — Fixing of liquidator’s remuneration §365 Section 365 — Cessation of boards’ powers §366 Section 366 — Power to fill vacancy in office of liquidator §367 Section 367 — Application of section 356 to a creditors voluntary winding up §369 Section 369 — Final meeting and dissolution.−(1) As soon as the affairs of a company are fully wound up, the liquidator shall §370 Section 370 — Distribution of property of company §373 Section 373 — Power of Court to appoint and remove liquidator in voluntary winding up §374 Section 374 — Notice by liquidator of his appointment §375 Section 375 — Arrangement when binding on company and creditors §376 Section 376 — Power to apply to Court to have questions determined or powers exercised §377 Section 377 — Application of liquidator to Court for public examination of promoters, directors §378 Section 378 — Costs of voluntary winding up §379 Section 379 — Saving for right of creditors and contributories §380 Section 380 — Power of Court to adopt proceedings of voluntary winding up §381 Section 381 — Power to order winding up subject to supervision §382 Section 382 — Effect of petition for winding up subject to supervision §383 Section 383 — Court may have regard to the wishes of creditors and contributories §384 Section 384 — Power to replace liquidator §385 Section 385 — Effects of supervision order §386 Section 386 — Appointment of voluntary liquidator as official liquidator in certain cases §387 Section 387 — Status of companies being wound up §388 Section 388 — Debts of all description to be proved §389 Section 389 — Application of insolvency rules in winding up of insolvent companies §390 Section 390 — Preferential payments.−(1) In a winding up, there shall be paid in priority to all other debts §392 Section 392 — Disclaimer of onerous property §393 Section 393 — Fraudulent preference §394 Section 394 — Liabilities and rights of certain fraudulently preferred persons §395 Section 395 — Avoidance of certain attachments, executions §396 Section 396 — Effect of floating charge §397 Section 397 — Power of Court to assess damages against delinquent directors §398 Section 398 — Liability for fraudulent conduct of business §399 Section 399 — Liability under sections 397 and 398 to extend to partners or directors in firm or body corporate §400 Section 400 — Penalty for fraud by officers of companies which have gone into liquidation §401 Section 401 — Liability where proper accounts not kept §402 Section 402 — Penalty for falsification of books §403 Section 403 — Prosecution of delinquent directors §404 Section 404 — Penalty for false evidence §405 Section 405 — Penal Provisions §406 Section 406 — Liquidator to exercise certain powers subject to sanction §407 Section 407 — Meetings to ascertain wishes of creditors or contributories §408 Section 408 — Documents of company to be evidence §409 Section 409 — Summary disposal of certain suits by liquidators §410 Section 410 — Limitation §411 Section 411 — Court fees §412 Section 412 — Inspection of documents §413 Section 413 — Disposal of books and papers of company §414 Section 414 — Power of Court to declare dissolution of company void §415 Section 415 — Information as to pending liquidations §416 Section 416 — Payments by liquidator into bank §417 Section 417 — Unclaimed dividends and undistributed assets to be paid to the account maintained under section 244 §418 Section 418 — Books of accounts and other proceedings to be kept by liquidators §419 Section 419 — Application of provisions relating to audit §420 Section 420 — Enforcement of duty of liquidator to make return §421 Section 421 — Notification that a company is in liquidation §422 Section 422 — Court or person before whom affidavit may be sworn §423 Section 423 — Power to make rules §424 Section 424 — Inactive Company §425 Section 425 — Registrar may strike defunct company off register §426 Section 426 — Easy exit of a defunct company

WINDING UP OF UNREGISTERED COMPANIES

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