CARRYING ON BUSINESS WITH LESS THAN THE LEGAL MINIMUM OF MEMBERS

CARRYING ON BUSINESS WITH LESS THAN THE LEGAL MINIMUM OF

MEMBERS

47. Liability for carrying on business with less than 1[three] or, in the

case of a private company, two members.- If at any time the number of members of a

company is reduced, in the case of a private company 2[other than a single member

company], below two, or in the case of any other company, below 3[three], and the

company carries on business for more than six months while the number is so reduced,

every person who is a member of the company during the time that it so carries on

business after those six months and is cognizant of the fact that it is carrying on business

1 Substituted "seven" by Companies (Amendment) Ordinance, 2002.

2 Inserted by Companies (Amendment) Ordinance, 2002.

3 Inserted by Companies (Amendment) Ordinance, 2002.

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32

with fewer than two members or 4[three] members, as the case may be, shall be severally

liable for the payment of the whole debts of the company contracted during that time, and

may be sued therefor without joinder in the suit of any other member.

SERVICE AND AUTHENTICATION OF DOCUMENTS

48. Service of documents on a company.- A document may be served on

a company or an officer thereof by sending it to the company or officer at the registered

office of the company by post under a certificate of posting or by registered post, or by

leaving it at the registered office of the company.

49. Service documents on registrar.- A document may be served on the

registrar by sending it to him at his office by registered post, or by delivering it to him, or

leaving it for him at his office, against an acknowledgment of receipt.

50. Service of notice on members, etc.- (1) A notice may be given by a

company to any member either personally or by sending it by post to him to his registered

address or, if he has no registered address in Pakistan to the address, if any, within

Pakistan supplied by him to the company for the giving of notices to him.

(2) Where a notice is sent by post, service of the notice shall be deemed to

be effected by properly addressing, prepaying and posting a letter containing the notice

and, unless the contrary is proved, to have been effected at the time at which the letter

would be delivered in he ordinary course of post.

(3) If a member has no registered address in Pakistan, and has not supplied

to the company an address within Pakistan for the giving of notices to him, a notice

addressed to him or to the shareholder generally and advertised in a newspaper circulating

in the Province or the part of Pakistan not forming part of a province in which the

registered office of the company is situate shall be deemed to be duly given to him on the

day on which the advertisement appears:

Provided that in the case of a listed company such notice shall in addition to its

being published as aforesaid be also published at least in one issue each of a daily

newspaper in English language and a daily newspaper in a Urdu language having

circulation in the Province in which the stock exchange on which the company is listed is

situate.

4 Substituted "seven" by Companies (Amendment) Ordinance, 2002.

Companies Ordinance, 1984

33

(4) A notice may be given by the company to the joint-holders of a share by

giving the notice to the joint-holder named first in the register in respect of the share.

(5) A notice may be given by the company to the person entitled to a share in

consequence of the death or insolvency of a member by sending it through the post in a

prepaid letter addressed to them by name, or by the title or representatives of the

deceased, or assignees of the insolvent, or by any like description, at the address, if any, in

Pakistan supplied for the purpose by the person claiming to be so entitled, or until such an

address has been so supplied by giving the notice in any manner in which the same might

have been given if the death or insolvency had not occurred.

(6) In addition to any other mode provided by this Ordinance for notice of

any general meeting, notice of every general meeting shall be given in some manner

hereinbefore authorised to—

(a) every member of the company except those members who, having no

registered address within Pakistan, have not supplied to the company an

address within Pakistan for the giving of notices to them;

(b) every person entitled to a share in consequence of the death or

insolvency of a member who, but for his death or insolvency, would be

entitled to receive, notice of the meeting; and

(c) the auditors of the company.

51. Authentication of documents and proceedings.- Save as expressly

provided in this Ordinance, a document or proceeding requiring authentication by a

company may be signed by the chief executive or a director, secretary or other authorised

officer of the company, and need not be under its common seal.