Memorandum

Requirements of Memorandum u/s 19(1)

Printed Divided into paragraphs numbered consecutively Attested in presence of witness Signed by each subscriber , who shall add o His Present name (Full) o Occupation o Fathers Name or Husbands Name (Full) o Nationality o Dated, and o As Prescribed 1

Forms of Memorandum & Articles u/s 29

COMPANY Limited by Shares Limited by Guarantee & not having Share Capital Limited by guarantee & having Share Capital Unlimited Company having Share Capital MEMORANDUM ARTICLES FORM Table A & B 1st Schedule Table C 1st Schedule Table D 1st Schedule Table E 1st Schedule

Contents of Memorandum (Summary)

Limited by Shares Limited by Guarantee Unlimited Company

N R O L A

Restriction on Alteration of Memorandum u/s 20

A company shall not alter the conditions contained in its memorandum except in the cases and in the mode and to the extent specified in this Ordinance.

Prescribed: Means a) As respects the provisions of this Ordinance relating to the winding up of companies and other matters requiring to be determined or decided by the Court, prescribed by rules made by the Supreme Court in consultation with the High Courts or, where the Supreme Court advises the Federal Government to do so, by the Federal Government in consultation with the High courts; and b) As respects the other provisions of this Ordinance, prescribed by rules or regulations made by the Federal Government or the Commission as the case may be after previous publication in the official Gazette;

Limitations as to Alteration u/s 21

a) Special Resolution a. General Meeting b. Notice of Meeting c. Form 26 Special Resolution b) Approval of Commission a. Documents b. Petition to Commission c) Alteration with respect to a. Registered Office b. Objects of the Company so far as may be required to enable iti. To carry on its business more economically or more efficiently; or ii. To attain its main purpose by new or improved means; or iii. To enlarge or change the local area of its operations; or iv. To carry on some business, not being a business specified in its memorandum, which may conveniently or advantageously be combined with the business of the company; or v. To restrict or abandon any of the objects specified in the memorandum; or vi. To sell or dispose of the whole or any part of the undertaking of the company; or vii. To amalgamate with any other company or body of persons.

Rule 3: Application for Confirmation of alteration of memorandum u/s 21.

1. Application Particulars a. Name and address b. Number and date of incorporation c. Subscribed and paid up capital d. Reasons for the proposed Alteration (Clause, Existing, Proposed, Reason) 2. Along with a. Copy of Memorandum & articles b. Copy of the Special Resolution c. Minutes of Meeting at which special resolution was adopted d. Pattern of holding of its shares Form 34

Reasons for Making Alteration in Memorandum

to carry on business, not being a business specified in its memorandum to enlarge or change the local area of operations to carry on its business more economically or more efficiently to attain its main business purpose by new or improved means to restrict or abandon any of the objects specified in the memorandum to sell or dispose of the whole or any part of the undertaking of the company to amalgamate with any other company or body of persons

Procedure for Confirmation of Alteration of Memorandum u/s 24

Within 90 days of Order (SECP may extend the time for filing)

Certified Copy of Order Confirming Alteration Printed copy of Memorandum Altered

Registrar

Failure to Register u/s 25 No such alteration shall have any operation until registration Such alteration and all proceedings connected therewith shall become null and void. Provided, Commission may revive the order or alteration on application made within a further period of 90 days.

Certify Registration of Alteration Compliance of all the requirements of Ordinance Memorandum altered is the memorandum of the Company.

Alteration of Name in Memorandum

Board Resolution Availability of Name, subject to Section 37 2 Extraordinary General Meeting (EOGM) Notice Special Resolution Issuance of New/Amended Certificate of Incorporation Filing of Amended Copy of Memorandum Effect is required to be given Former name to be continued along with new name at least for 1 year.

Rectification of Name u/s 38:

A company which is registered by a name in contravention of the provision of section 37 (Prohibition of Certain Names); With approval of the registrar change its name; and
Section 37: Prohibition of Certain Names 1) Inappropriate or deceptive or designed to exploit or offend the religious susceptibilities of people, in the opinion of commission 2) Name identical or resembling with existing company 3) No company shall be registered by a name which contains any words suggesting or calculating to suggest; Patronage to Pakistani or Foreign Head of State; Any connection with government or authority Any connection with any Corporation under Federal or Provincial law Patronage of any foreign Government or any international organization 4) Decision of Commission shall be final whenever question arises as to whether or not the name of a company is in violation of the foregoing provisions of this section. 5) No company other than a banking company is allowed to use the word bank or other derivative
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 If the registrar directs o change its name with the approval of registrar o Within 30 days of receipt of direction.

Change of Name by a Company u/s 39

1. A company may change its name a. By special resolution & b. Approval of registrar 2. No approval shall be required (on conversion) where a. Addition of Private in name; or b. Deletion of Private from name

Registration of Change of Name and effect thereof u/s 40

1. The registrar shall enter the new name on the register in place of former name 2. Issue a Certificate of Incorporation altered 3. Company shall for a period of one year (from the date of issue of a Certificate) continue to mention its former name along with its new name. u/s. 40(2) 4. Provided addition or deletion of the parenthesis and word (Private) from the name of a company shall not be deemed to be a change of name for the purposes of section 40(2). 5. The change of name shall not affect o Any rights or obligations of the company o Render defective any legal proceedings 3 by or against the company

Application against refusal of Name

If application for the availability of a proposed company name is refused by the concerned registrar for any reason and the applicant feel aggrieved by his decision, he can file an application for review of the said decision with the Registrar of Companies, Headquarters, Islamabad. The application for review must be supported by reasons for review of the decision and should be accompanied by the following documents 1. Deposited Bank Challan for application fee 2. Copy of decision letter by concerned Registrar. 3. Affidavit

Alteration of Names on Commencement of Ordinance and change of status of company: u/s. 41

1. As from date of commencement of this Ordinance Company Include in its name before the last word Limited Private Company (Private) and in the Memorandum of Association, the Company Limited (Guarantee) certificate of Incorporation and other books and papers shall be deemed to be altered accordingly by Guarantee from that date 2. On Conversion of Public Company to Private Company a. Registrar shall add (Private) before the word Limited; and b. Issue a certificate 3. On Conversion of Private Company to Public Company
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Proceeding: Hearing of case by court

a. Registrar shall omit (Private) before the word Limited; and b. Issue a certificate

Alteration of Capital in Memorandum

Ordinary Resolution Filing of Form 7 Notice of Change in Capital Payment of Differential fees Filing of amended copy of o Memorandum & o Articles General Meeting

Power of Company Limited by Shares to alter its Share Capital: U/s 92

If authorized by its articles, may alter the conditions of its memorandum, through ordinary resolution in General Meeting, so as to o Increase its Share Capital o Consolidate and divide the whole or any part of its share capital into share of larger amount o Sub divide its shares, or any of them in smaller amounts o Cancel shares and diminish the amount of share capital by amount of shares so cancelled at the date of the passing of the resolution In the event of consolidation or sub-division, rights attaching shall be strictly proportional. Rights attached to new same class of shares issued shall be the same as those attaching to shares previously held. New shares issued shall rank pari passu 4 with existing shares of the class Notwithstanding 5 . Where the authorized capital of a company is fully subscribed, or the unsubscribed capital is insufficient, the same shall be deemed to have been increased to the extent necessary for issue of share in pursuance of any obligation of the company. Cancellation of shares shall not be deemed to be a reduction of share Capital File notice with registrar within 15 days from exercise thereof.

Form 6: Notice of consolidation, Division or sub-division of Shares

Incorporation Number Date of passing of special Resolution Notice for o Consolidation & division o Sub division o Cancellation Existing share Capital Consolidated /Divided Shares Sub division of shares Cancellation of shares New Share Capital

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pari passu: At par Notwithstanding: Regardless

Notice to Registrar of Consolidation of Share Capital u/s 93

Company having share capital which has consolidated and divided its share capital into share of larger amount shall within 15 days of consolidation & division file notice with the registrar
92(3A) Notwithstanding anything contained in this Ordinance or any other law for the

time being in force or the memorandum and articles, where the authorised capital of a company is fully subscribed, or the un-subscribed capital is insufficient, the same shall be deemed to have been increased to the extent necessary for issue of shares to a scheduled bank or financial institution in pursuance of any obligation of the company to issue shares to such scheduled bank or financial institution.

Notice of Increase of Share Capital or of Members u/s 94

1. Resolution 2. File with registrar, within 15 days a Notice a. Form 7; or b. Form 8 3. Failure of Company to Notify registrar a. u/s. 92(3A) the Scheduled bank or financial institution may file notice such increase in authorized capital; or b. Liable to a fine up to Rs.100 for ever day during which default continues.

Form 7 Notice of Increase in Nominal Share Capital

Amount payable on capital as increased Amount payable on Capital immediately before increase Difference in above amounts Ordinary/special Resolution Date Increase in authorized capital Conditions for issue of new shares

Form 8 Notice of Increase in Number of Members

Amount payable with reference to number of members as increased Amount which would have been payable . . And difference in amounts Ordinary/Special Resolution date Existing number of members Addition in number of members New number of members