MEMORANDUM OF ASSOCIATION

MEMORANDUM OF ASSOCIATION

15. Mode of forming a company.- (1) Any 2[three] or more persons

associated for any lawful purpose may, by subscribing their names to a memorandum of

association and complying with the requirements of this Ordinance in respect of

1 Inserted through Companies (Amendment) Act, 1999.

2 Substituted ' seven' by Companies (Amendment) Ordinance, 2002.

Companies Ordinance, 1984

registration, form a public company and any 1[one,] or more persons so associated may

in like manner from a private company.

(2) A company formed under sub-section (1) may be a company with or

without limited liability, that is to say,—

(a) a company limited by shares; or

(b) a company limited by guarantee; or

16. Memorandum of company limited by shares.- In the case of a

company limited by shares,—

(a) the memorandum shall state—

(i) the name of the company with the word "limited" as the last

word of the name in the case of a public limited company, and

the parenthesis and words "(Private) Limited" as the last words

of the name in the case of a private limited company;

(ii) the Province or the part of Pakistan not forming part of a

Province, as the case may be, in which the registered office of

the company is to be situate:

(iii) the objects of the company and, except in the case of a trading

corporation the territories to which they extend;

(iv) that the liability of the members is limited; and

(v) the amount of share capital with which the company proposes to

be registered, and the division thereof into shares of a fixed

amount;

(b) no subscriber of the memorandum shall take less than one share; and

1 Substituted ‘two’ by Companies (Amendment) Ordinance, 2002.

Companies Ordinance, 1984

number of shares he takes.

17. Memorandum of company limited by guarantee.- In the case of a

company limited by guarantee,—

(a) whether or not the company has a share capital, the memorandum shall

state—

(i) the name of the company with the parenthesis and words

"(Guarantee) Limited" as the last words of its name;

(ii) the province or the part of Pakistan not forming part of a

Province, as the case may be in which the registered office of

the company is to be situate;

(iii) the objects of the company and except in the case of a trading

corporation, the territories to which they extend;

(iv) that the liability of the members is limited; and

(v) that each member undertakes to contribute to the assets of the

company in the event of its being wound up while he is a member

or within one year afterwards, for payment of the debts and

liabilities of the company contracted before he ceases to be a

member, and of the costs, charges and expenses of winding up,

and for adjustment of the rights of the contributories among

themselves such amount as may be required, not exceeding a

specified amount; and

(b) if the company has a share capital,—

(i) the memorandum shall also state the amount of share capital with

which the company proposes to be registered and the division

thereof into shares of a fixed amount;

Companies Ordinance, 1984

(ii) no subscriber of the memorandum shall take less than one share;

and

(iii) each subscriber shall write opposite to his name the number of

shares he takes.

18. Memorandum of unlimited company.- In the case of an unlimited

company,—

(a) whether or not the company has a share capital, the memorandum shall

state—

(i) the name of the company;

(ii) the Province or the part of Pakistan not forming part of a

Province, as the case may be, in which the registered office of

the company is to be situate; and

(iii) the objects of the company, and, except in the case of a trading

corporation, the territories to which they extend; and

(b) if the company has a share capital,—

(i) no subscriber of the memorandum shall take less than one share;

and

(ii) each subscriber shall write opposite to his name the number of

shares he takes.

19. Printing, signature, etc., of memorandum.- (1) The memorandum

shall be—

(a) Printed:

(b) divided into paragraphs numbered consecutively;

Companies Ordinance, 1984

1[(c) signed by each subscriber, who shall add his present name in full, his

occupation and father’s name or, in the case of a married woman or

widow, her husband’s or deceased husband’s name in full, his nationality

and his usual residential address and such other particulars as may be

prescribed, in the presence of a witness who shall attest the signature and

shall likewise add his particulars; and]

2 [(2) Notwithstanding anything contained in this Ordinance or in any other law for

the time being in force or the memorandum and articles, the memorandum and articles of

a company shall be deemed to include, and always to have included, the power to enter

into any arrangement for obtaining loans, advances or credit, as defined in the Banking

Companies Ordinance, 1962 (LVII of 1962), and to issue other securities not based on

interest for raising resources from a scheduled bank or a financial institution.]

20. Restriction on alteration of memorandum.- 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.

21. Alteration of Memorandum.- (1) Subject to the provisions of this

Ordinance, a company may, by special resolution alter the provisions of its memorandum

so as to change the place of its registered office from one Province to another, or from

one city or town in a Province to another, or from a part of Pakistan not forming part of a

Province to a Province or from a Province to a part of Pakistan not forming part of a

Province, or with respect to the objects of the company, so far as may be required to

enable it—

(a) to carry on its business more economically or more efficiently; or

(b) to attain its main purpose by new or improved means; or

1 Substituted by Companies (Amendment) Ordinance, 2002.

2 Sec. renumbered as sub-section (1) and sub-section (2) added by the Banking and Financial Services (Amendment

of Laws) Ordinance, LXVII of 1984.

Companies Ordinance, 1984

(d) 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

(e) to restrict or abandon any of the objects specified in the memorandum; or

(f) to sell or dispose of the whole or any part of the undertaking of the

company; or

(g) to amalgamate with any other company or body of persons.

(2) The alteration shall not take effect until and except in so far as it is

confirmed by the Commission on petition:

Provided that an alteration so as to change the place of registered office of a

company from a place in the Province of the Punjab to the Islamabad Capital Territory or

from the latter to a place in the Province of the Punjab, or from one city in a Province to

another shall not require confirmation by the Commission.

(3) Before confirming the alteration, the Commission must be satisfied—

(a) that, sufficient notice has been given to every holder of debentures of the

company and to any person or class of persons whose interest will, in the

opinion of the Commission, be affected by the alteration; and

(b) that with respect to every creditor who in the opinion of the Commission

is entitled to object, and who signifies his objection in manner directed by

the Commission, either his consent to the alteration has been obtained or

his debt or claim has been discharged or determined, or has been secured

to the satisfaction of the Commission:

Provided that the Commission may in the case of any person or class of persons,

for special reasons, dispense with the notice required by clause (a).

22. Powers of Commission when conforming alteration.- The

Commission may make an order confirming the alteration either wholly or in part, and on

such terms and conditions as it thinks fit, and make such order as to costs as it thinks

proper.

Companies Ordinance, 1984

23. Exercise of discretion by Commission.- The Commission shall in

exercising its discretion under section 21 and 22 have regard to the rights and interests of

the members of the company or of any class of them, as well as to the right and interests

of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an

arrangement may be made to the satisfaction of the Commission for the purchase of the

interests of dissident members; and may give such directions and make such orders as it

may think expedient for facilitating or carrying into effect any such arrangement:

Provided that no part of the capital of the company may be expended in any such

purchase.

24. Procedure on confirmation of the alteration.- (1) A certified copy of

the order confirming the alteration, together with a printed copy of the memorandum as

altered shall within ninety days from the date of the order, be filed by the company with

the registrar, and he shall register the same, and shall certify the registration under his

hand, and the certificate shall be conclusive evidence that all the requirements of this

Ordinance with respect to the alteration and the confirmation thereof have been complied

with, and thenceforth the memorandum so altered shall be the memorandum of the

company.

(2) Where the alteration involves a transfer of the registered office from one

Province to another, or from the Islamabad Capital Territory to a province or from a

Province to Islamabad Capital Territory, a certified copy of the order confirming such

alteration shall be filed by the company with the registrar in each of such provinces or the

Islamabad Capital Territory, as the case may be, and each such registrar shall register the

same, and shall certify under his hand the registration thereof, and the registrar for the

Province or the Territory from which such office is transferred shall send to the registrar

for the other Province or Territory all documents relating to the company registered or

filed in his office.

(3) The Commission may by order at any time extend the time for the filing

of documents with the registrar under this section for such period as it thinks proper.

25. Effect of failure to register within ninety days.- No such alteration

shall have any operation until registration thereof has been duly effected in accordance

with the provision of section 24, and if such registration is not effected within ninety days

next after the date of the order of the Commission confirming the alteration, or within

such further time, as may be allowed by the Commission, in accordance with the

provisions of section 24, such alteration and order, if any, and all proceedings connected

Companies Ordinance, 1984

therewith shall, at the expiration of such period of ninety days or such further time, as the

case may be, become null and void:

Provided that the Commission may, on sufficient cause shown, revive the order or

alteration, as the case may be, on application made within a further period of ninety days.

ARTICLES OF ASSOCIATION

26. Registration of articles.- (1) There may, in the case of company

limited by shares, and there shall, in the case of a company limited by guarantee or an

unlimited company, be registered with the memorandum, articles of association signed by

the subscribers to the memorandum and setting out regulations for the company.

(2) Articles of association may adopt all or any of the regulations contained in

Table A in the First Schedule.

(3) In the case of an unlimited company or a company limited by guarantee,

the articles, if the company has a share capital, shall state the amount of share capital with

which the company proposes to be registered.

(4) In the case of an unlimited company or a company limited by guarantee,

if the company has not a share capital, the articles shall state the number of members with

which the company proposes to be registered.

(5) In the case of a company limited by shares and registered after the

commencement of this Ordinance, if articles are not registered, or, if articles are

registered, in so far as the articles do not exclude or modify the regulations in Table A in

the First Schedule, those regulations shall, so far as applicable, be the regulations of the

company in the same manner and to the same extent as if they were contained in duly

registered articles.

(6) The articles of every company shall be explicit and without ambiguity and,

without prejudice to the generality of the foregoing, shall list and enumerate the voting and

other rights attached to the different classes of shares and other securities, if any, issued

or to be issued by it.

27. Printing, signature, etc., of articles.- The articles shall be—

Companies Ordinance, 1984

(a) printed;

(b) divided into paragraphs numbered consecutively;

1[(c) signed by each subscriber, who shall add his present name in full, his

occupation and father’s name or, in the case of a married woman or

widow, her husband’s or deceased husband’s name in full, his nationality

and his usual residential address and such other particulars as may be

prescribed, in the presence of a witness who shall attest the signature and

shall likewise add his particulars; and]

(d) dated.

28. Alteration of articles.- Subject to the provisions of this Ordinance and

to the conditions contained in its memorandum, a company may by special resolution alter

or add to its articles, and any alteration or addition so made shall be as valid as if originally

contained in the articles, and be subject in like manner to alteration by special resolution:

Provided that, where such alteration affects the substantive rights or liabilities of

members or of a class of members, it shall be carried out only if a majority of at least

three-fourths of the members or of the class of members affected by such alteration, as

the case may be, personally or through proxy vote for such alteration.

FORMS OF MEMORANDUM AND ARTICLES

29. Form of memorandum and articles.- The form of—

(a) the memorandum of association of a company limited by shares;

(b) the memorandum and articles of association of a company limited by

guarantee and not having a share capital;

guarantee and having a share capital;

1 Substituted by Companies (Amendment) Ordinance, 2002.

Companies Ordinance, 1984

(d) the memorandum and articles of association of an unlimited company

having a share capital;

shall be respectively in accordance with the forms set out in Tables B, C, D and E in the

First Schedule or as near thereto as circumstances admit.

GENERAL PROVISIONS WITH RESPECT TO REGISTRATION OF

MEMORANDUM AND ARTICLES

30. Registration of memorandum and articles, etc..-(1) The

memorandum and the articles, if any, shall be filed with the registrar in the Province or the

part of Pakistan not forming part of a Province, as the case may be, in which the

registered office of the company is stated by the memorandum to be situate.

(2) A declaration by such person as may be prescribed in this behalf, or by a

person named in the articles as a director, or other officer of the company, of compliance

with all or any of the requirements of this Ordinance and the rules made thereunder shall

be filed with the registrar; and the registrar may accept such a declaration as sufficient

evidence of such compliance.

(3) If the registrar is satisfied that the company is being formed for lawful

purposes, that none of its objects stated in the memorandum is inappropriate or deceptive

or insufficiently expressive and that all the requirements of this Ordinance and the rules

made thereunder have been complied with in respect of registration and matters

precedent and incidental thereto, he shall retain and register the memorandum and articles,

if any.

(4) If registration of the memorandum is refused, the subscribers of the

memorandum or any one of them authorised by them in writing may either supply the

deficiency and remove the defect pointed out, or within thirty days of the order of refusal

prefer an appeal—

(a) where the order of refusal has been passed by an additional registrar, a

joint registrar, a deputy registrar or an assistant registrar, to the registrar;

and

(b) where the order of refusal has been passed, or up-held in appeal, by the

registrar, to the Commission.

Companies Ordinance, 1984

(5) An order of the Commission under sub-section (4) shall be final and shall

not be called in question before any Court or other authority.

31. Effect of memorandum and articles.- (1) The memorandum and

articles shall, when registered, bind the company and the members thereof to the same

extent as if they respectively had been signed by each member and contained a covenant

on the part of each member, his heirs, and legal representatives, to observe and be bound

by all the provisions of the memorandum and of the articles, subject to the provisions of

this Ordinance.

(2) All money payable by any member to the company under the

memorandum or articles shall be a debt due from him to the company.

32. Effect of registration. - (1) On the registration of the memorandum of

a company, the registrar shall certify under his hand that the company is incorporated and,

in the case of a limited company, that the company is limited by shares or guarantee, as

the case may be.

(2) From the date of incorporation mentioned in the certificate of

incorporation, the subscribers of the memorandum, together with such other persons as

may form time to time become members of the company shall be a body corporate by the

name contained in the memorandum, capable forth-with of exercising all the functions of

an incorporated company, and having perpetual succession and a common seal, but with

such liability on the part of the members to contribute to the assets of the company in the

event of its being wound up as is mentioned in this Ordinance.

33. Conclusiveness of certificates of incorporation. - A certificate of

incorporation given by the registrar in respect of any association shall be conclusive

evidence that all the requirements of this Ordinance in respect of registration and of

matters precedent and incidental thereto have been complied with, and that the association

is a company authorised to be registered and duly registered under this Ordinance.

34. Effect of alteration in memorandum or articles. - Notwithstanding

anything contained in the memorandum or articles of a company, no member of the

company shall be bound by an alteration made in the memorandum or articles after the

date on which he became a member if and so far as the alteration requires him to take or

subscribe for more shares than the number held by him at the date on which the alteration

is made, or in any way increases his liability as at that date to contribute to the share

capital of, or otherwise to pay money to, the company:

Companies Ordinance, 1984

Provided that this section shall not apply in any case where the member agrees in

writing either before or after the alteration is made to be bound thereby.

35. Copies of memorandum and articles to be given to members. - (1)

Every company shall send to every member, at his request and within fourteen days

thereof, on payment of such sum, not exceeding the prescribed amount, as the company

may fix, a copy of the memorandum and the articles, if any.

(2) If a company makes default in complying with the requirements of subsection

(1), it shall be liable for each offence to a fine not exceeding one hundred rupees.

36. Alteration of memorandum or articles to be noted in every copy. -

(1) Where an alteration is made in the memorandum or articles of a company, every copy

of the memorandum or articles issued after the date of the alteration shall conform to the

memorandum or articles as so altered.

(2) If, where any such alteration has been made, the company at any time

after the date of the alteration issues any copies of the memorandum or articles which do

not conform to the memorandum or articles as so altered it shall be liable to a fine which

may extend to one thousand rupees for each copy so issued and every officer of the

company who is knowingly and willfully in default shall be liable to the like penalty.

PROVISIONS WITH RESPECT TO NAMES OF COMPANIES

37. Prohibition of certain names.- (1) No company shall be registered by

a name which in the opinion of the Commission is inappropriate or deceptive or is

designed to exploit or offend the religious susceptibilities of the people.

(2) A company shall not be registered by a name identical with that by which

a company in existence is already registered, or so nearly resembling that name as to be

calculated to deceive, except where the company in existence is in the course of being

dissolved and signifies its consent in such manner as the registrar requires.

(3) Except with the prior approval in writing of the Commission, no company

shall be registered by a name which contains any words suggesting or calculated to

suggest—

(a) the patronage of any, past or present, Pakistani or foreign, Head of State;

Companies Ordinance, 1984

(b) any connection with the Federal Government or a Provincial Government

or any department or authority of any such Government;

Provincial law; or

(d) the patronage of, or any connection with, any foreign Government or any

international organisation.

(4) Whenever a question arises as to whether or not the name of a company

is in violation of the foregoing provisions of this section the decision of the Commission

shall be final.

38. Rectification of name of a company.- A company which, through

inadvertence or otherwise, is registered by a name in contravention of the provisions of

section 37,—

(a) may, with the approval of the registrar, change its name; and

(b) shall, if the registrar so directs, within thirty days of the receipt of such

direction, change its name with the approval of the registrar:

Provided that the registrar shall, before issuing a direction for the change of name,

afford the company an opportunity to make representation against the proposed direction:

Provided further that no direction under clause (b) shall be issued after the

expiration of three years from the date of registration of the company or registration by its

new name, as the case may be.

39. Change of name by a company.- A company may, by special resolution

and with the approval of the registrar signified in writing, change its name:

Provided that no such approval shall be required where the only change in the

name of a company is the addition thereto or, as the case may be, the deletion therefrom,

of the parenthesis and word "(Private)" consequent on the conversion in accordance with

the provisions of this Ordinance of a public company into a private company or of a

private company into a public company.

Companies Ordinance, 1984

40. Registration of change of name and effect thereof.- (1) Where a

company changes its name, the registrar shall enter the new name on the register in place

of the former name, and shall issue a certificate of incorporation altered to meet the

circumstances of the case; and, on the issue of such a certificate, the change of name

shall be complete.

(2) Where a company changes its name it shall, for a period of one year from

the date of issue of a certificate by the registrar under sub-section (1), 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

Provided that the addition or deletion, as the case may be, of the parenthesis and

word "(Private)" from the name of a company consequent on the conversion in

accordance with the provisions of this Ordinance of a public company into a private

company or of a private company into a public company shall not be deemed to be a

change of name for the purpose of this sub-section.

(3) The change of name shall not affect any rights or obligations of the

company, or render defective any legal proceedings by or against the company; and any

legal proceedings that might have been continued or commenced against the company by

its former name may be continued by or commenced against the company by its new

name.

41. Alteration of names on commencement of Ordinance and change

of status of company.- (1) As from the date of commencement of this Ordinance, the

name of every existing company shall be deemed to include, before the last word

"Limited", the parenthesis and word "(Private)" in the case of private company and the

parenthesis and word "(Guarantee)" in the case of a company limited by guarantee, and

the memorandum of association, the certificate of incorporation and other books and

papers shall be deemed to be altered accordingly from that date.

(2) On conversion of a public company into a private company in accordance

with the provisions of this Ordinance, the registrar shall add the parenthesis and word

"(Private)" before the word "Limited" in the name of the company in the register and shall

also issue a certificate to meet the circumstances of the case.

(3) On conversion of a private company into a public company in accordance

with the provisions of this Ordinance, the registrar shall omit the parenthesis and word

Companies Ordinance, 1984

"(Private)" in the name of company in the register and shall also issue a certificate to meet

the circumstances of the case.

(4) If default is made in complying with a direction issued by the registrar

under section 38, or with the requirements of sub-section (2) of section 40, or in giving

effect to the provisions of sub-section (1) of this section, the company, and every director

or officer of the company who is knowingly and willfully in default, shall be liable to a fine

not exceeding ten thousand rupees and to a further fine not exceeding two hundred rupees

for every day after the first during which the default continues.

ASSOCIATIONS NOT FOR PROFIT

42. Power to dispense with "Limited" in the name of charitable and

other companies.- (1) Where it is proved to the satisfaction of the Commission that an

association capable of being formed as a limited company has been or is about to be

formed for promoting commerce, art, science, religion, sports, social services, charity or

any other useful object, and applies or intends to apply its profits, if any, or other income in

promoting its objects, and to prohibit the payment of any dividend to its members, the

Commission may grant a licence and direct that the association be registered as a

company with limited liability, without the addition of the words "Limited", "(Private)

Limited" or "(Guarantee) Limited", as the case may be, to its name, and the association

may be registered accordingly.

(2) A licence under sub-section (1) may be granted on such conditions and

subject to such regulations as the Commission thinks fit and those conditions and

regulations shall be binding on the association and shall, if the Commission so directs, be

inserted in the memorandum and articles, or in one of those documents.

(3) The association shall on registration enjoy all the privileges of a limited

company and be subject to all its obligations, except those of using the word or words

"Limited", "(Private) Limited" or "(Guarantee) Limited", as the case may be, as part of its

name.

(4) A licence under this section may at any time be revoked by the

Commission and upon its revocation the registrar shall enter the word or words "Limited",

"(Private) Limited", or "(Guarantee) Limited", as the case may be, at the end of the name

of the association upon the register, and the association shall cease to enjoy the

exemptions and privileges granted by preceding sub-sections:

Companies Ordinance, 1984

Provided that, before a licence is so revoked, the Commission shall give to the

association notice in writing of its intention, and shall afford the association an opportunity

of submitting a representation in opposition to the revocation.

Search This Blog

HOME

MEMORANDUM OF ASSOCIATION

Popular posts from this blog

Eid ul-Fit