Updated: Wednesday May 29, 2013/AlArbia'a Rajab 20, 1434/Budhavara Jyaistha 08, 1935, at 09:54:51 AM

The Companies (Registration Offices) Regulations, 1986

30th December, 1986 

In exercise of the powers conferred by subsection (2) of section 466 of the Companies Ordinance, 1984 (XLVII of 1984), read with the Finance Division Notification No. S.R.O. 698 (1) / 86, dated the 2nd July, 1986, the Corporate Law Authority hereby makes the following regulations, namely:---

1.         (I) These regulations may be called the Companies (Registration Offices) Regulations, 1986.

 

(2)        They shall come into force at once.

 

2.         In these regulation, unless there is anything repugnant in the subject or context.---

 

(a)        “Annexure” means an annex to theses regulations;

 

(b)        “Company Registration Office” means an office established by the Federal Government under subsection (1) of section 466;

 

(c)        “Ordinance” means the Companies Ordinance, 1984 (XLVII of 1984);

 

(d)        “registrar concerned” means additional registrar, joint registrar, deputy registrar or assistant registrar who is incharge of the Company Registration Office in which the Company is registered or in whose territorial jurisdiction the registered office is situated;

 

(e)        “Registrar of Companies, Pakistan” means the registrar who is head of the organization for the registration of companies in Pakistan;

 

(f)         “Schedule” means a schedule to the Ordinance”

 

(g)        “section” means a section of the Ordinance; and

 

(h) Words and expressions used but not defined shall. have the same meaning as in the Ordinance.

 

3.         (1)  For registration of companies and performing other duties under the Ordinance, the organization for registration of companies shall, besides the office of the Registrar of Companies, Pakistan, have Company Registration Offices in the following towns with jurisdiction extending to companies, not being companies to which section 5 applies, having registered offices in the territories mentioned against each, namely:---

 

Karachi            …..      The Province of Sind.

 

Quetta… The Province of Balochistan and the Provincially Administered Tribal Areas to which the executive authority of the Province of Balochistan extends.

 

Peshawar… The Province of the North-West Frontier, the Federally Administered Tribal Areas and the Provincially Administered Tribal Areas to which the executive authority of the Province. of the North-West Frontier extends.

 

Lahore… The Civil Divisions of Lahore, Faisalabad, Sargodha and Gujranwala in the Province of the Punjab.

 

Multan… The Civil Divisions of Multan, Bahawalpur and Dera Ghazi Khan in the Province of the Punjab.

 

Islamabad The Civil Division of Rawalpindi in the Province of the Punjab and the Islamabad Capital Territory.

 

(2)        The company Registration Office shall observe such working hours as may, from time to time, by approved by the Authority for these offices, and shall, with the exception of public holidays, be open, between the hours of 9-00 A.M. and 1-00 P.M. from Sundays to Thursdays, for transaction of business with the public.

 

(3)        Every Company Registration Office shall have a seal for authentication of documents required for or in connection with the registration of companies:---

 

Provided that the design of the seal shall require approval of J the Registrar of Companies, Pakistan.

4.         (1)  The certificate of incorporation issued in pursuance of section 32 shall be in the form set out in Annexure “A”.

 

(2)        Every company which in incorporated shall be assigned a registration number bearing the initial alphabet of the town is which the Company Registration Office concerned is situated and the general consecutive number appertaining to that office. The registration number shall be stated both in the certificate of incorporation of the company and the Registrar of Companies from the date to he specified by the Authority.

 

(3)        Where a company changes its registered office from the territorial jurisdiction of one Company Registration office to another, a new number pertaining to the letter office shall he assigned as if were a new company incorporated in that office.

(4)        Every company formed or incorporated outside Pakistan which has a place of business in Pakistan and files documents pursuant to the provisions contained in Part XIV of the Ordinance shall be assigned a number appertaining to the Company Registration Office Concerned in a separate series starting with the word “Foreign”

 

(5)        The registrar concerned shall cause the fact of certificate of incorporation having been granted, the date of incorporation and the company registration number to be entered on the stamped copy of the memorandum of association under the dated signature of the registrar issuing the certificate and also cause a copy of the certificate of incorporation to he attached to the memorandum and articles of association of the company.

 

5.         The certificate of incorporation for effecting the change of name of a company to he issued under section 40 shall be in the form set out in Annexure “B”.

 

6.         (1) The registrar concerned shall for the purpose of section 127 cause the issue of certificate in the form set out in Annexure “C”.

 

(2)        The registrar concerned shall for the purpose of subsection (2) of section 146 cause the issue of certificate in the form set out in Annexure “D”,

 

7.         (1) The registrar concerned shall examine or cause to he examined every document received in his office which is required or authorised by or under the Ordinance to he registered, recorded or filed with the registrar.

 

(2)        If any document is filed with or presented to a Company Registration Office after the expiry of the period within which it was required or authorised to he filed or registered, not being particulars or documents requiring registration under sections 121, 122, 123, 124 and 129, the registrar concerned may, without absolving the defaulting company or person of any liability arising out of the default, delay or failure to comply, accept the document for record on payment of additional fee equal to three times the usual fee of the document specified in the Sixth Schedule.

 

(3)        No document shall he accepted (or registration, filing or record by the registrar concerned, an additional registrar, a Joint registrar, a deputy registrar or an assistant registrar it in his opinion, the same -

 

(a)        contains any matter contrary to law, or does not otherwise comply with the requirements of law;

 

(b)        is not complete owing to any defect, error or omission;

 

(c)        is insufficiently legible or is written upon paper which is not durable; or

 

(d)        is not properly authenticated.

 

(4)        If a document is found defective or incomplete as aforesaid, the registrar may either require the company to rectify the defect or complete the document or file a revised document in the form and within the period to be specified by him or refuse to accept or register such document until the defect has been rectified, or, as the case may he, the document has been completed:---

 

Provided that the registrar may for special reasons to he recorded in writing, instead of returning the document ask the company to depute a representative to rectify or complete the document as may he necessary.

8.         (1) The registrar shall not register shall not register, file or record any document or make a record of any fact in respect of which a fee is payable under the Sixth Schedule until such fee has been paid and shall, pending the payment of such fee, act in the same way as if no such document had been tendered for registration, filing or record.

 

(2)        When a document is accepted for being registered, filed or recorded, the registrar shall issue an acknowledgement in the form set out in Annexure “E”.

 

9.         (1) The registrar shall make or cause to he made endorsement of the following particulars on every document registered, filed or recorded in his office, namely:---

 

(a)        the number assigned to the company in the Register of Companies;

 

(b)        serial number (a separate serial number shall he assigned to each document);

 

(c)        name of the company;

 

(d)        brief description of the document including its enclosures; and

 

(e)        the date on which the document is registered, filed or recorded.

 

(2)        Every endorsement referred to in sub-regulation (1) shall be signed by the registrar concerned or an additional registrar, a joint registrar, a deputy registrar, or an assistant registrar authorised by the registrar concerned and shall bear the official seal of the Company Registration Office.

 10.       (1) In every Company Registration office there shall be maintained a Register of Companies in the form set out in Annexure “F” in which the names of the companies shall be entered in the order in which they are registered alongwith the Company Registration Number, date of incorporation and other particulars specified in the said form.

 

(2)        In the pages allotted to each company in the Register, note shall be made of every document or fact, relating to the company, which is registered, recorded or filed with the Company Registration Officer.

 

(3)        The documents relating to any one company shall be kept together, distinct and separate from those of other companies.

 

(4)        That documents relating to each company shall kept in chronological order, that is to say, in the order of the dates on which they are received by the Company Registration Office.

11.       (1) The registrar concerned shall cause;

 

(a)      an alphabetical index of the companies registered with the Company Registration Office concerned to be maintained in a register in the form set out in Annexure “G”; and

 

(b)        an alphabetical index of companies registered with all the Company Registration Offices to be maintained in a register in the form set out in Annexure “H”.

 

(2)        To enable Company Registration Offices to maintain the register referred to in clause (b) of sub-regulation (1), very Company Registration Office shall not later than the seventh day of each month send to all other Company Registration Office and the Registrar of Companies, Pakistan, the following information relating to the preceding month, in respect of the companies registered with or having their registered officers within the territorial jurisdiction of each of those offices, that is to say --

 

(i) in the case of companies incorporated under the Ordinance, the names of;

 

(a) new companies registered indicating date of incorporation in each case;

 

(b) companies which have changed their names indicating their old and new names;

 

(c) companies which have been finally dissolved under section 439;

 

(d) companies which have been finally wound up; and

 

(e) companies which have reported shifting of their registered offices from the jurisdiction of one Company Registration Office to another; and

 

(ii) in the case of foreign companies, the names of --

 

(a)        companies which have established a place of business in Pakistan, with the name of country of origin and date of establishing office in Pakistan; and

 

(b)        companies which have established a place of business in Pakistan with date of ceasing the have a place of business in Pakistan.

 

12.       In addition to the registers to be maintained under regulations 10 and 11, every Company Registration Office shall maintain the following registers in the forms set out in the Annex mentioned against each :-

 

(1)        Register of foreign companies Annexure “I”

 

(2)        Register of mortgages, charges, etc Annexure “J”

 

(3) Chronological Index of mortgages charges, etc. entered in the register of mortgages etc. Annexure “K”

 

(4)        Register of companies gone into liquidation Annexure “L”

 

(5)        Register of companies whose names are struck of the register of companies under section 439. Annexure “M”

 

(6)        Register of fees, etc. Annexure “N”

 

(7)        Copying register Annexure “O”

 

(8)        Inspection register Annexure “P”

 

(9)        Register of prosecutions and court case Annexure “Q”

 

(10)  Check register for annual general meeting and
issuance of accounts by public companies. Annexure “R”

 

(11) Check register for issuance of half-year accounts by listed companies Annexure “S”

 

(12) Check register for Annual General Meeting by private companies Annexure “T”

 

(13)      Check register for statutory meeting/report Annexure “U”

 

13.       (1) The registrar shall permit members of the public to inspect such registers and records of documents as under the Ordinance they are entitled to inspect, provided that, before such permission is granted, the inspection fee prescribed in the Sixth Schedule shall have been paid.

 

(2)        The inspection of the documents shall he allowed during the time specified for transaction of business with the public in the presence of the registrar or an official authorised in each individual case by the registrar concerned in this behalf.

 

(3)        The registrar or other authorised official supervising the inspection, may permit notes of the inspected documents to taken, hut verbatim copy of the document inspected may not allowed to he taken.

 

14.       The registrar concerned shall, on the application of person, cause copies of documents to he granted as authorised under the Ordinance on payment of fee prescribed in the Sixth Schedule.

 

15.       Every certificate or copy granted under the provisions in the Ordinance shall he signed and dated by the registrar concerned or an additional registrar, a joint registrar a deputy registrar or an assistant registrar, authorised for the purpose by the registrar concerned and shall bearer official seal of the Company Registration Office.

 

16.       The registrar shall take notice of any omission to file or register documents on due date or any other infraction of the law.

 

17.       The registrar shall institute or cause to he instituted such enquiries in respect of any matter as may he necessary to obtain information or evidence respecting defaults or any infraction of the law.

 

18.       The Registrar of Companies, Pakistan, the registrar concerned or any other person authorised by any one of them in this behalf may institute or cause to he instituted any legal proceedings or defend or conduct or cause to be defended or conducted any prosecution or other legal proceedings under the ordinance.

 

19.       (1) The Authority or the Registrar of Companies, Pakistan, may assign any of the duties under the Ordinance, the rules made thereunder or these regulations and generally regulate performance of duties and issue directions to the registrar concerned or officials subordinate to the registrar concerned in such manner as it or he may think fit and they shall follow and observe the order and instructions of the Authority or the Registrar, as the case may he.

 

(2)        Subject to the directions of the Authority and the Registrar of. Companies, Pakistan, the registrar concerned may assign any duties under the ordinance, the rules made thereunder or these regulations and generally regulate performance of duties and issue directions to any additional registrar, joint registrar, deputy registrar or assistant registrar, where such officers have been appointed in a particular Company Registration Office, and other officials and the Company Registration offices as he may think fit and they shall follow and observe the orders and instructions of the registrar concerned and all references in these regulations to registrar to concerned shall he construed as differences to any assistant, deputy, joint or additional registrar to whom the particular duty has been assigned by the registrar concerned by a general or special order.

 

20.       Where copy of an application addressed to the Authority or the Registrar of Companies, Pakistan is received in a Company Registration Office a pursuance of rule 32 of the Companies (General Provisions and forms) Rules, 1985, the registrar concerned shall as soon as may he possible but not later than seventh working day after the receipt of the application in his office forward to the Authority or the Registrar, as the case may he, his parawise comments on the application together information and documents which in his opinion, need to be taken into consideration while disposing of the application;

 

Provided that the Authority or as the case may be the Registrar of Companies, Pakistan may dispose of an application without waiting for comments of the registrar concerned, if so deemed fit.

 

21.       (1) The following registers and documents relating to all companies whether in existence or dissolved kept in the Company Registration Offices under the Ordinance shall be preserved permanently, namely: -

 

(1)       Register of Companies Annexure “F”

 

(2)       The Index to the Register of Companies registered in the Company Registration Office Annexure “G”

 

(3)       The Index to the Register of Companies registered in Pakistan. Annexure “H”

 

(4)       The Register of Foreign Companies Annexure “I”

 

(5)       The Register of Mortgages charges, etc. Annexure “J”

 

(6)       The Chronological Index of Mortgages, charges, etc. Annexure “K”

 

(7)      The Register of Destruction of Documents and Records relating to companies finally wound up/dissolved Annexure “X”

 

(8)      The Register of Destruction of Documents and Records relating to companies in existence Annexure “Y”

 

(9)      All statements, documents, registers, refund orders, orrespondence and papers relating to Companies Liquidation Account to which section 432 applies; and

 

(10)    The registered documents which relate to any company in existence and which are specified in Annexure Y.

 

(2)        Subject to the previous approval of the Registrar of Companies, Pakistan, the company records kept in a Company Registration Office under the Ordinance may be destroyed, after the expiration of the period of their preservation as specified in Annexure W, if the same are not of sufficient public value to justify their further preservation, or have not been ordered by the Authority or any Court to be preserved for a long period, or are not likely to be needed in connection with any pending proceedings, before any Court or authority, of which the Company Registration Office has notice.

 

Explanation.- A company shall be deemed to be in existence unless its same has been struck off the register under subsection (5) of section 439 of the Ordinance of unless it has been fully wound up and finally dissolved.

 

(3)        Every Company Registration Office shall maintain the registers set out in the forms in Annexure “X” and Annexure “Y” wherein brief particulars of the company records destroyed and the date and mode of destruction shall be entered under dated signature of the registrar concerned or an additional registrar, a joint registrar, a deputy registrar or an assistant registrar designated by the registrar concerned for the purpose and no part of the records aforesaid shall be destroyed without a simultaneous entry having been made in either the form in Annexure “X” or the form in Annexure “Y”” as may be appropriate.

 

22.       (1) Every registrar concerned shall furnish to the Registrar of Companies, Pakistan, annually, by 31st July, each year, a report on the working and administration Office concerned in such form and in such manner as may from time to time specified by the Registrar of Companies, Pakistan.

 

(2)        The Registrar of Companies, Pakistan shall furnish his annual report to the Authority by 31st August, each year in such form and in such manner as may from time to time be specified by the Authority.

23.       The Companies (Registration Offices) Regulations, 1978 are hereby repealed.


Annex “A”

GOVERNMENT OF PAKISTAN CERTIFICATE OF INCORPORATION

 

Under Section 32 of the Companies Ordinance, I984


(XLVII of l984)

 

Company Registration No. ------------------

 

I hereby certify that ------------- is this day incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by ------- --- Given under may hand at --------- his day of -------- one thousand nine hundred and ----- --- Fee Rs ---------


REGISTRAR OF COMPANIES

Annex “B”

 

GOVERNMENT OF PAKISTAN CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

 

Under Section 40 of the Companies Ordinance, 1984

(XLVII of 1984)

Company Registration No…………………………………………..

I hereby certify that pursuant to the provisions of section 38 or section 39 of the Companies ordinance, 1984 (XLVII of 1984) -- ------------- the name of ---- has, with the approval of the Registrar of Companies, Pakistan, been changed to and that the said company has been duly incorporated as a company limited by under the provisions of the said Ordinance.

This change is subject to the condition that for period of one year from the date of issue of this certificate, the company shall continue to mention its former name alongwith its new name on the outside of every office or place in which its business is carried on and in every document or notice referred to in clauses (a) and (c) section 143.

Given under my hand at ----this --------day of ----- one thousand nine hundred and ………………..Fees Rs………..

 

REGISTRAR OF COMPANIES 

 

Annex “C”

GOVERNMENT OF PAKISTAN CERTIFICATE OF REGISTRATION OF MORTGAGE, ETC.

Under Section 127 of the Companies Ordinance, 1984”

 XLVII of 1984

Pursuant to the provisions contained in section 127 of the Companies Ordinance, 1984 (XLVII of 1984), I hereby certify that the above mortgage or charge for Rs. has been registered in his office in accordance with the provisions of sections 121 to 124 of the said Ordinance.

Given under my hand at …….. this day of ….. one thousand nine hundred and ……………..
Fee Rs…………………

 

REGISTRAR OF COMPANIES 

 

Annex “D”

GOVERNMENT OF PAKISTAN CERTIFICATE FOR COMMENCEMENT OF BUSINESS

Under Section 146 (2) of the Companies Ordinance, 1984

 (XLVII of 1984)

I hereby certify that the ------------------------ which was incorporated under the Companies Ordinance, 1984 (XLVII of 1984), on the --- day of----- 19 ----- and which has filed a duly verified declaration in prescribed form that the conditions of clauses (a) to (c) of subsection (1) of section 146 of the said Ordinance have been complied with, is entitled to commence business.

Given under my hand at ------ this day of ----- one thousand nine hundred and
Fee Rs……………………..

 

REGISTRAR OF COMPANIES

 

Annexure “E”

GOVERNMENT OF PAKISTAN ACKNOWLEDGEMENT OF FILING

[See regulation 8(2)]

No                                                                                                                   dated

In the matter of -------------------

The receipt of the under-mentioned document (s) filed registered / recorded, pursuant to the provisions of the Companies Ordinance, 1984 (XLVII of 1984), is hereby acknowledged.

Fee Rs.

 

REGISTRAR OF COMPANIES

 

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