CORPORATE & SECRETERIAL SERVICES

Our corporate laws and secretarial services include the following areas:

1. Company Registration
2. Corporate Laws Secretarial Practices
3. NGO and Trust Registration
4. Partnership Registration
5. General Legal Services

1. Company Registration
2. Single Member Company

Now minimum number of director required to establish a company has reduced to one director. Hence an individual can form a company and enjoy the advantage of limited liability without joining hands with anyone and without sharing profit and ownership of the corporate entity. Through the enforcement SMC Rules, 2003 the concept of single member company was introduced in Pakistan. Before the commencement of Single Member Companies Rules, 2003, a single individual was not allowed to solely establish a business in a company form. Sole proprietorship is ancient form of business organization. It is as old as civilization. Most of businesses around us are managed, owned and controlled by single individuals

1. Private Limited Company

Two or more persons can form a private limited company , being a corporate entity chance to gain the confidence of customers, supplier and other stakeholders increase significantly

We offer service of registration of Private Limited Company; we have formulated uncountable companies in a very short period.

• Private Limited Company with Foreign Director

A foreigner desirous to invest in Pakistan cannot form a single member company; hence the option of forming a private company with a Pakistani national is a good option. As minimum as one share is required to become director in a private limited company, so by sharing only one share with a Pakistani national a foreigner can invest in Pakistan.

1. Public Limited Company

Three or more than three person desirous to form a company to offer shares to general public may form a public company. Although a public company has to fulfill much legal formalities but a public company can offer its share to general public. Minimum three directors are required to form unlisted company, an unlisted company can offer shares to general public on its counter, but shares cannot be traded in stock market.

Minimum seven directors are required to form listed company, a listed company can offer shares to general public and shares can be traded in stock market.

1. Public Company with Foreign Director

Foreign national or foreign company desirous to invest in Pakistan can also become part of a public company, instead of registering as a foreign company . Collaboration with a foreign company enhances the local investors’ confidence on the company. Incorporation cost and time of registration being a Pakistani public company is much lesser than registering as a foreign company.

Further all advantages of public companies can be obtained by the foreign investors by this way.

1. Liaison Office and Branch Office (Foreign Company)

Foreign Companies which are planning to do business in Pakistan but not willing to get registered as a company, may opt to establish a liaison office or branch office.

Branch Office is established by a foreign company to fulfill its contractual obligations with the public or private sector in Pakistan. Their activity will be restricted to the work mentioned in the agreement / contract signed. However branch office cannot indulge in commercial / trading activities.

Liaison Office is established by a foreign company for promotion of products(s), provision of technical advice & assistance, exploring the possibility of Joint Collaboration and export promotion.

• Foreign Company / Foreign Direct Investment

A foreign company may establish its locally incorporated subsidiary with 100% equity.  A foreign company can indulge in all activities , there are only few areas, relating to national security, in which a foreign company cannot make investment.

• Limited Liability Partnership (LLP)

Currently partnership firms are registered by the provincial governments as partnership law is  provincial subject. Under partnership law , Partnership Act,1932, the liability of each partner is unlimited. Few year back concept of Limited Liability Partnership (LLP) was introduced by the SECP. Under the proposed LLP law the federal government register partnership business and SECP will regulates LLP’s . The liability of the partners will be limited  under the proposed law. However SECP has not started the process of registering LLP, it is expected that soon it will be initiated by SECP.

Other Corporate Services

• Licensing of Organizations not for profit from the Securities & Exchange Commission of Pakistan.
• Assistance and guidance in incorporation of companies by Foreign Investors.
• Filing of various returns and documents required by the Companies Ordinance, 1984
• Alteration in Memorandum & Articles of Association of Companies.
• Assistance and guidance for Mergers and Acquisition.
• Winding up of Companies
• Change of Names of Companies
• Increase in Paid up as well as authorized Capital subsequent to Incorporation of Companies
• Conversion of Companies from public to private company and vice versa
• Conversion of Companies from single member company to private company and vice versa

1. Secretarial Services

In modern corporate world the concept of practicing company secretary is evolving rapidly. Due to limited statutory job nature of company secretary many companies hiring high profile corporate law consultants with the multidisciplinary knowledge as company secretary instead of appointing full time employee as Company Secretary. In European and other developed companies corporate law consultants work as company secretary for more than one companies.

We provide professionals with required qualification of company secretary to provide following secretarial services to client companies at competitive price:

1. Fulfill all the statutory requirements (in accordance with the Companies Ordinance, Code of Corporate Governance and Stock Exchanges Regulations etc.) for the appointment / cessation of a Director and CEO of the Company.
2. Prepare and file various statutory Returns with the Companies Registration Office / SECP and Stock Exchanges.

• Organize and manage the statutory meetings (e.g. AGM/Board meetings).

1. Maintenance of various Statutory Registers required by corporate law.
2. Organization of AGM which include:
   • Publication and circulation of notice of A.G.M in accordance with Companies Ordinance.
   • Preparation of AGM folders for the directors
   • Designing of Agenda of A.G.M after consultation with directors and management
   • Recording of minutes of meeting.
   • Notes and Proceedings on the AGM, in accordance with the Companies Ordinance / Stock Exchange Regulations etc.
   • Possible questions and answers from the shareholders
   • Management of all admin. Arrangements
3. Organization of Extraordinary and Statutory Meetings.
   • Publication and circulation of Extraordinary and Statutory Meetings
   • Preparation of folders for the directors
   • Notes and Proceedings on the meetings in accordance with the Companies Ordinance

• Organize the election of directors to fulfill the statutory requirements.
• Ensure timely dispatch of annual / half-yearly and quarterly accounts to the shareholders (in pursuance of Companies Ordinance and Stock Exchange Regulations etc.)

1. NGO Registration

In Pakistan NGO’s can be registered under various statutes, for instance Companies Ordinance 1984, Societies Registration Act 1860, Voluntary Social Welfare Ordinance 1961 and Trust Act, 1882.

1. Under Companies Ordinance 1984:

Section 42 of Companies Ordinance allows a company may be incorporated for objectives such as Culture, Religion, Charity, Sport, Education, Commerce, Arts and any other. The company incortorated under section 42 is not required to add word of “Limited” or “ Private Limited”.

1. Under Societies Registration Act 1860:

Usually associations, clubs, societies are all registered under this. Fine Arts, Science, Museums, Libraries, educational endeavors, think tanks etc may all be registered under these.

• Voluntary Social Welfare Organizations Ordinance 1961:

The welfare of the disadvantaged members of society women, children, oppressed religious and ethnic minorities and other backward classes of people , delinquents, handicapped people, beggars, destitute and poor, senior citizens, socially handicapped people or for parents education, social welfare in general etc should get registered.

1. Trusts Act 1882:

Public Charitable Trusts may be formed under this by executing a trust deed, under Trust Act 1882.

1. Partnership Firm Registration

Partnership form of business has its own pros and cons; it’s mainly suitable for small level business. Two or more person agreed to share the profit of a business carried on by all or any of them acting for all  can form a partnership firm.

Partnership Act, 1932, deals with all affairs relating to partnership firms , for instance  dissolution  of firms, retirement and death of partners and auxiliary issues.

Partnership as stated in the Partnership Act 1932, defines it in the following terms:
“the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.” Minimum two and maximum twenty persons in any partnership business mutually decide to run a business collectively where they

Some cases companies also form partnerships. Companies can form a partnership to achieve common objectives through merger of resources in pursuit of long.  This type of partnership may be termed as joint venture and taxed as AOP.

Normally people mix up term partnership with Association of Person (AOP) , however AOP is broader concept and used in tax law to deal with tax matters relating to joint ventures , profit sharing ventures and alike group of persons.

Our services relating to partnership registration are as  follows:

• • Registration of Partnership Name and or brand name
  • Drafting Partnership deed/agreement
  • A fully functional e-commerce website
  • Legal opinions and Litigation support.
  • Tax Planning and Tax Advisory

1. General Legal Services:

Designing of business contracts between companies

Designing of Lease Agreements

Designing of Merger and Acquisition Contract

Designing of Trust Deeds

Designing of Partnership Deeds

Other Business Agreements

• Agreement for the Sale of Goods
• Sale / Purchase Agreements of property.
• Agreements with Suppliers/ Contractors.
• Purchase Agreement
• Warranty
• Limited Warranty
• Franchise Agreement
• Indemnity Agreement
• Stock Purchase Agreement
• Joint Venture Agreement
• Employment Agreement
• Consulting Agreement
• Distributor Agreement
• Confidentiality Agreement
• Agreement to Sale Business
• Mines Lease Agreements