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Formation of Legal Document of Company and Partnership

Acknowledgement

In the making of Formation of Legal Document of Company and Partnership in Pakistan project report of Business and Corporate Law on the topic of incorporation and basic legal documents we would like to thank Allah Almighty without whose blessings we would have ever been able to complete this project.

I am indebted to many of my class fellows for the support and knowledge sharing for completing the project. I am thankful to my honorable Professor for providing the opportunity for carrying out a purely practical project.

Dedication

This project is dedicated to my father, who taught me that the best kind of knowledge to have is that which is learned for betterment of others. It is also dedicated to my mother, who taught me that even the largest task can be accomplished if it is done one step at a time.

Executive Summary

This project is related to the subject of business and corporate law and the purpose of this project was to understand the whole process of Formation of a Company and its Basic Legal Documents in Pakistan. The project also includes a partnership deed in the end. The project has been divided into three sections.

  • The first section includes the process of formation of a company.
  • The second section contains the memorandum and articles of association.
  • The third section contains the partnership deed.

I have made sure that all the learning objectives of this project are accomplished.

Formation of Legal Document of Company and Partnership

Formation of Legal Document of Company and Partnership in Pakistan – PART 1

FORMATION OF COMPANY

Definition as given in Companies Ordinance 1984

“Company means a company formed and registered under this ordinance or an existing company.”

STAGES IN THE FORMATION OF A COMPANY

It is very easy to establish a sole proprietorship business or a partnership firm as there is a few regulations to meet. But for the establishment of a company, a lot of formalities are to be complied with. The registration of the company is mandatory before starting its operation. The formation of a company, right from the origin of idea to establish a company goes through four different stages, like

Stage –I           Promotion

Stage- II          Incorporation

Stage- III        Raising of Capital

Stage- IV        Commencement of Business

The first two stages are necessary for both the formation of a private company and a public company whereas the last two stages are involved in the formation of a public company only.

Stage – I

  • PROMOTION

Promotion of a business simply refers to all those activities that are required to be undertaken to establish a new business unit for manufacturing or distribution of any product or provide any service to the people. It starts with conceiving an idea of business or discovers an opportunity for doing a business, assess its feasibility and then take the necessary steps to launch the business unit. This involves ascertaining as to whether all the basic requirements such as land, building, raw material, machine, equipment etc. are available or not. If they are available one can assemble them, arrange the necessary funds and set up the business unit to give shape to the initial idea of establishing the business. The whole process is called business ‘promotion’ and the person who does it is called the ‘promoter’.

Before knowing the various stages of promotion of a joint stock company let us discuss about the role and importance of promoters.

  • ROLE AND IMPORTANCE OF PROMOTER:

A promoter can be defined as a person or group of persons who conceive the idea of setting up a new business, assess its feasibility and take necessary steps to arrange the basic requirements and establish a business unit say, a Company and put into operation. Promoter plays a pivotal role in the promotion of a company. He conceives the idea of business enterprise, analyses its prospects, works out a tentative scheme of organization, brings together the requisite men, material, machines and money and starts the enterprise.

  • STEPS INVOLVED IN PROMOTION OF A COMPANY

The task of promotion usually involves the following four steps or phases.

  1. Discovery of a Business Idea:

The process of business promotion begins with conception of an idea of business opportunity. The idea may come from non-availability of any product to satisfy the existing need of people or inability of an existing product to satisfy the changing need of the people or a new invention that can create a new product.

2. Investigation and Verification:

Once the idea has been conceived, a thorough investigation is made to establish the soundness of the proposition, taking into consideration its technical feasibility and commercial viability

All these investigations on technical feasibility, commercial viability and profitability are presented in a report called “project report” or “feasibility report”. This feasibility report is the primary or basic document that helps in procuring licenses and arrange the necessary finance from financial institutions and other investors.

3. Assembling:

Once the promoter is convinced of the feasibility and profitability of the proposition, he takes steps in assembling or making arrangements for all the necessary requirements such as land, building, machinery, tools, capital, etc. Decision is also to be made regarding size, location and layout etc. for the plant, and make contracts with suppliers for raw materials, enter into agreement with the dealers to purchase equipment, make agreement with bankers to finance and take initial steps for the setting up of a Company.

4. Financing the Proposition:

At this stage, financial plans are prepared with respect to the amount of capital required, the nature of capital structure i.e., the proportion of capital to be raised from owners fund and that from borrowing from banks and others, and how and when to raise the capital from the general public. Agreements are made with merchant bankers, underwriters and stock brokers who are to assist the capital issue and so on.

Preliminary Action before formation of Company:

The promoters before registering the company take the following actions:

  • Ascertain from the registrar the availability of proposed name of the company
  • Obtain licenses, permits and other permissions from various governmental agencies
  • Negotiate and finalize arrangements with the underwriters, brokers, bankers, lawyers, auditors and signatories to the memorandum of association

 

Formation of Legal Document of Company and Partnership – Stage – II

INCORPORATION

A sole proprietorship or partnership firm can be formed to carry out its business even without any registration. But a company cannot be formed or permitted to run its business without registration. In fact, a company comes into existence only when it is registered with the Registrar of Companies. For this purpose the promoter has to take the following steps:

  • Approval of Name:

It has to be ensured that the name selected for the company does not match with the name of any other company. For this, the promoter has to fill in a “Name Availability Form” and submit it to the Registrar of Companies along with necessary fees. The name must include the words(s) ‘Limited’ or ‘Private limited’ at the end. Once it is approved, the promoter can proceed with other formalities for the incorporation of the Company.

  • Filing of Documents:

After getting the name approved the promoter makes an application to the Registrar of Companies of the State in which the Registered Office of the company is to be situated for registration of the company. The application for registration must be accompanied by the following documents.

  • Memorandum of Association (MOA): It defines the objectives of the company and Incorporation states about the range of activities or operation. It must be duly stamped, signed and witnessed.
  • Articles of Association (AOA). It contains the rules and regulations regarding the internal management of the company. It must be properly stamped, duly signed by the signatories to the Memorandum of Association and witnessed.
  • A list of persons who have agreed to become Directors with their addresses etc.
  • Written consent of the proposed Directors to act in that capacity, duly signed by each Director.
  • The notice about the exact address of the Registered Office of the company. It may, however, be filed within 30 days of incorporation or registration.
  • A copy of the name approval letter received from the Registrar of Companies.
  • A statutory declaration that all the legal requirements of the Companies Act in regard to incorporation have been complied with.

 

  • Payment of Filing and Registration Fees:

Along with the above documents, necessary filing fees and registration fees at the prescribed rates are also to be paid. The Registrar will scrutinize all the documents and if he finds them in order, he will issue a Certificate of Incorporation. The moment the certificate is issued, the company comes into existence. So this certificate may be called as the Birth Certificate of a Joint Stock Company.

 

Formation of Legal Document of Company and Partnership – Stage – III

RAISING CAPITAL OR SUBSCRIPTION OF CAPITAL

After the company is incorporated, the next stage is to raise the necessary capital. In case of a private limited company, funds are raised from the members or through arrangement from banks and other sources. In case of a public limited company the share capital has to be raised from the public. This involves the following:

  1. Preparation of a draft prospectus and get it inspected (vetted) by SECP to ensure that all information given in the prospectus fully complies with the guidelines laid down by SECP in this regard.
  2. Filing a copy of the prospectus with the Registrar of Companies.
  3. Issue of prospectus to the public by notifying in a newspaper and inviting the public to apply for shares as prescribed in the prospectus.
  4. If the minimum subscription has been received, shares should be allotted to the applicants as per SECP guidelines and file a return of allotment with the Registrar of Companies.
  5. Listing of shares in a recognized stock exchange so that the shares can be traded there. Preferably, consent of a stock exchange for listing should be obtained before issue of the prospectus to the public.

Before commencing the business, every public limited company must have to show that adequate funds have been raised from the public. So when the company gives the offer to the public to subscribe its shares, it must ensure that a minimum number of shares must be subscribed by the investors. This is called minimum subscription, which is 90% of the total number of shares offered to the public. If the application money received is less than the minimum subscription, then the company must return all the application money of the investors and it cannot start its operation. To avoid this risk, the share issuing company may appoint underwriters, who undertake to buy the shares if these are not subscribed by the public. The underwriters perform their job on commission basis. This process of appointing underwriters to ensure the minimum subscription of capital is known as Underwriting.

 

Formation of Legal Document of Company and Partnership – Stage – IV

COMMENCEMENT OF BUSINESS

In case of a private limited company, it can immediately start its business as soon as it is registered.

However, in case of public limited company a certificate, known as ‘certificate of commencement of business’, must be obtained from the Registrar of Companies before starting its operation. For this purpose it has to file a statement with the following declarations to the Registrar of Companies.

  • That a prospectus has been filed with the Registrar of Companies.
  • That the shares have been allotted up to the amount of the minimum subscription.
  • That the Directors have taken up or purchased the minimum number of shares required to qualify themselves to be Director.
  • That no money is liable to become refundable to the applicants by reason of failure to obtain permission for shares to be traded in a recognized stock exchange.
  • A statutory declaration by a Director or the Secretary of the company stating that the requirements relating to the commencement of business have been duly complied with.

The Registrar of Companies will scrutinize all these documents and if he is satisfied that the process of securing the minimum prescribed capital has been done honestly and efficiently and the minimum prescribed capital has been obtained from the public, then he shall issue a Certificate of Commencement of Business.

 

MEMORANDUM AND ARTICLES OF ASSOCIATION OF PRIVATE LIMITED COMPANY IN PAKISTAN

Given below are the MOA and AOA of a private limited company (limited by shares) operating in Pakistan under the companies’ ordinance 1984. It has been made sure that it fulfills all the requirements shown above.

THE COMPANIES ORDINANCE, 1984

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

SHAHKAR IT SERVICES (PVT) LIMITED

  • The objects for which the Company is established are as follows:-
  • The registered office of the Company will be situated in the Province of Khyber Pakhtoon Khuwa.
  • The name of the Company is SHAHKAR IT SERVICES (PVT) LIMITED
    • To carry on all or any of business concerning information technology including manufacturing, assembling, import, export of computer equipments, its hardware, software, programs, internet services, consultancy, training, data processing centers, research, agencies for all information technology filed or any allied business.
    • To borrow, or secure the payment of money in such manner as the Company shall think fit and to mortgage and charge the undertaking and all or any of the real property, machinery and assets, present or future, and to open an account or accounts with any bank or banks financial institutions and recognized Government corporation and to pay into and withdraw money from such account or accounts and to furnish any securities required.
    • Notwithstanding any thing stated in any object clause the company shall obtain such other approval or license from competent authority as may be required under any law for the time being in force to undertake a particular business.
    • It is decaled that notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to indulge in business of banking company, leasing, investment, managing agency, insurance business, any of the NBFC business, multi-level marketing (MLM), Pyramid and Ponzi Schemes directly or indirectly as restricted under the law or any unlawful operation.
  • The liability of members is limited.
  • The authorized share capital of the company is Rs.15,000,000/- (Rupees Twenty million) divided into 15,000 (Twenty thousand) ordinary shares of Rs.1000/- (Rupees One Thousand) each.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

S.NoNIC No.

(in case of foreigner,

Passport No.)

Name and Surname

( in full (in Block Letters)

Father/

Husband

(Name in full)

Nationality

(with any former

Nationality)

 

 

 

Occupation

 

Residential

address

(in full)

 

 

 

shares taken

by each

subscribep.value

(1ooo)

135501-5671121-1Shanshahid Pakistanibusinessman123/a Maleer , Karachi3000
235301-123567-1Shahrukh KhanAhsanPakistanibusinessmanModal town

lahore

6000
335401-5678912-1John Travatin

Doltana

John CarryPakistanibusinessmanMizaiel chowk , Islamabad 6000

Total number of shares taken   15,000 (Twenty thousands) of value equal to 15,000,000 ( Twenty Million)

Dated the ______ day of _______ 2015

Witness to above signatures.

______________

Signatures

Full Name, Mr. Ihsan Ullah

NIC Number, 35403-5866699-2

Father’s/Husband’s Name Mr. Ilam Din

Full Address__Nashtar Town Lahore

Occupation___Student

 

ARTICLES OF ASSOCIATION

THE COMPANIES ORDINANCE, 1984

(PRIVATE COMPANY LIMITED BY SHARES)

 

ARTICLES OF ASSOCIATION OF SHAHKAR TEXTILE MILLS (PRIVATE) LIMITED

  1. Subject as hereinafter provided, the Regulations contained in Table ‘A’ of the First Schedule to the Companies Ordinance, 1984,(hereinafter referred to as Table ‘A’) shall apply to the Company so far as those are applicable to Private Companies, with the exception of the Regulations which are modified, altered or added hereunder.

PRIVATE LIMITED COMPANY

  1. The Company is a Private Company within the meaning of clause (28) of Section 2(1) of the Companies Ordinance, 1984 and accordingly:

(a) No invitation shall be issued to the public to subscribe for any shares, debentures or debenture-stocks of the Company.

(b) The number of members of the Company (exclusive of persons in the employment of the Company) shall be limited to fifty provided that for the purpose of this provision when two or more persons hold one or more shares in the Company jointly they shall for the purposes of this clause be treated as a single member; and

(c) The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing.

BUSINESS

  1. The Company is entitled to commence business from the date of its
  2. The business of the Company shall include all or any of the objects enumerated in the Memorandum of Association.
  3. The business of the Company shall be carried out at such place or places in the whole of Pakistan or elsewhere as the Directors may deem proper or advisable from time to time.

CAPITAL

  1. The Authorized Capital of the Company is Rs.15000000(Rupees Fifteen Million only) divided into 15,000 ordinary shares of Rs.1000/- (Rupees One Thousand only) each with powers to increase, reduce, consolidate, sub-divide or otherwise re-organize the share capital of the Company.
  2. The shares shall be under the control of the Board of Directors who may allot or otherwise dispose of the same to such persons, firms, corporation or corporations on such terms and conditions and at any such time as may be thought fit.
  3. The shares in the capital of the Company may be allotted or issued in payment of any property, land, machinery or goods supplied or any services rendered to the Company or promotion or formation of the Company or conduct of its business and any shares so allotted may be issued as fully paid shares.

SHARES, TRANSFER AND TRANSMISSION

  1. Every person whose name is entered as a member in the Register of Members shall without payment is entitled to a certificate under the Common Seal of the Company specifying the shares held by several persons. The Company shall not be bound to issue more than one certificate and delivery of a share certificate to any one of several joint holders shall be sufficient delivery to all.
  2. The Directors may decline to register any transfer of share .to transferee of whom they do not approve and shall not be bound to show any reasons for exercising their discretion subject to the provisions of Sections77 and 78 of the Companies Ordinance, 1984.
  3. No share can be mortgaged, pledged, sold, hypothecated, transferred or disposed of by any member to a non-member without the previous sanction of the Board of Directors.
  4. The legal heirs, executors or administrators of a deceased holder shall be the only persons to be recognized by the Directors as having title to the shares. In case of shares registered in the name of two or more holders the survivors and the executors of the deceased shall be the only persons to be recognized by the Company as having any title to the shares.

GENERAL MEETING

  1. The First Annual General Meeting shall be held within 18 months from the date of incorporation of the Company in accordance with the provisions of Section thereafter once at least in every year and within a period of four months following the close of its financial year and not more than fifteen months after the holding of its last preceding Annual General Meeting as may be determined by The Directors may, whenever they think fit, call an Extraordinary General Meeting of the shareholders in terms of Section 159 of the Companies Ordinance, 1984.

PROCEEDINGS AT GENERAL MEETING

  1. Twenty one days’ notice at least specifying the place, day and hour of the General Meeting and in case of special business the general nature of such business, shall be given to the members in the manner provided in Table “A” but accidental omission to give such notice to or non-receipt of such notice by the member shall not invalidate the proceedings of the General Meeting.
  2. The Chief Executive, with the consent of a meeting at which quorum is present and shall if so directed by the meeting may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left un finished at the meeting from which the adjournment took place.

QUORUM

  1. No business shall be transacted at any General Meeting unless a Quorum of members is present at the time when the meeting proceeds to business. 2/3 members, present in person, representing not less than 25%of the total voting power either on their own account or as proxies, shall forma Quorum for a General Meeting.

VOTES OF MEMBERS

  1. At any General Meeting a resolution put to the vote of the General Meeting shall be decided on a show of hands, unless a poll is demanded in accordance with the provisions of Section 167 of the Companies Ordinance1984.
  2. On a show of hands every member present shall have one vote and on a poll, every member present in person or by proxy shall have one vote in respect of each share held by him.
  3. The instrument appointing a proxy and the power of attorney or other authority under which it is signed or no tarially certified copy of that power of attorney or authority shall be deposited at the Registered Office of the Company not less than forty eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy will not be treated as valid.

CHAIRMAN

  1. The Directors may from time to time appoint one of their members to be the Chairman of the Company for a period not exceeding three years on such terms and conditions as they deem fi The Chairman shall preside over the meetings of the Board of Directors and members of the Company. In his absence, the Directors may elect one of them to preside over Board’s /General Meetings. The questions arising at the meeting of the Directors shall be decided by a majority of votes. In the case of equality of votes, the Chairman or the Director presiding over the meeting, as the case may be, shall have a casting vote.

CHIEF EXECUTIVE

  1. The first Chief Executive of the Company will be appointed by the Board of Directors within fifteen days from the date of incorporation of the Company who shall hold office till the first Annual General Meeting.

DIRECTORS

  1. Unless otherwise determined, the number of Directors shall not be less than one. The following will be the first Directors of the Company.
  • Shan shahid
  • Shahrukh Khan
  • John travatian
  1. The election of the Directors shall be held in accordance with the provisions of Section 178 of the Companies Ordinance, 1984
  2. The first Directors including the Chief Executive, shall hold office up to the First Annual General Meeting in accordance with the provisions of the Companies Ordinance, 1984, unless any one of them resigns earlier or becomes disqualified for being Director or otherwise ceases to hold office.
  3. A resolution for removing a Director shall not be deemed to have been passed if the number of votes against him is equal to, or less than the number of votes that would have been necessary for the election of Directors at the immediately preceding annual election of Directors in the manner aforesaid but as provided under Section 181 of the Companies Ordinance,1984.
  4. The remuneration of Directors except regularly paid Chief Executive and full time working Directors shall, from time to time, be determined by the Board of Directors but it shall not exceed Rs. 500/- per meeting at which the Directors are present.
  5. The Directors may sanction the payment of such additional sums as they may think fit to any Director for any special service he may render to the Company or be thought capable of rendering either by fixed sum or in any other form as may be determined by the Directors subject to the provisions of the Companies Ordinance, 1984.
  6. The Director who resides out of station shall also be entitled to be paid such traveling and other expenses for attending the meeting for the Company as may be fixed by the Directors from time to time according to the provisions of the Companies Ordinance, 1984.
  7. Any casual vacancy occurring on the Board of Directors shall be filled in by a resolution of the Board of Directors and the person so appointed shall hold office for the remainder of the term of the Directors in whose place he is
  8. No Director shall be disqualified from his office by contracting with the Company either as vendor, purchaser or otherwise nor shall any Director be liable to account for any profit realized from any such contract or arrangement or the fiduciary relation thereby established, but the nature of his interest must be disclosed by him at the first meeting of the Directors after acquisition of his interest.

NOMINEE DIRECTOR

  1. In addition to the elected Directors, the Financial Institutions shall been titled, during the currency of their respective loan(s) to the Company to appoint one person on the Board of Directors of the Company to be called Nominee Director and to recall and/or replace such a person from time to Such Nominee Director on the Board of Directors of the Company may not be holders of share(s) in the Capital of the Company and regulations and/or rules pertaining to the election, retirement, qualification and/or disqualification of Directors shall not apply to him.

NOTICES

  1. Notices for every meeting of the Board of Directors will be given in writing and there must be given a reasonable time in advance. The nature of the business to be transacted at an intended Board meeting will be specified in the notice.

MANAGEMENT

  1. The whole business and affairs of the Company shall, subject to the control and supervision of the Board of Directors, be managed and controlled by the Chief Executive.
  2. Subject to the limit fixed by the Directors, the Chief Executive may from time to time raise or borrow any sums of money for and on behalf of the Company from other companies, banks or financial institutions on such terms as may be approved by the Board of Directors from time to time.
  3. Without prejudice to the powers conferred by these Articles, the Board of Directors shall have the following powers:-(a) To take on lease, purchase, erect or otherwise acquire for the Company any assets, stocks, lands, buildings, property, rights or privileges which the Company is authorized to acquire at such price and generally on such terms and conditions as they think fit.( b ) To let, mortgage, sell, exchange or otherwise dispose of absolutely or conditionally all or any part of the assets, stocks, raw materials, properties, and undertaking of the Company upon such terms and conditions and for such consideration as they think fit.( c) To appoint any person or persons to be attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion and for such period and subject to such conditions as they may, from time to time, think fit.( d ) To enter into, carry out, rescind or vary all financial arrangements with any bank, person, company, firm or corporation or in connection with such arrangements to deposit, pledge or hypothecate property of the Company or the documents representing or relating to the same.(e) To make and give receipts, release and discharge all moneys payable to the Company and for the claims and demands of the Company.( f) To compound or allow time to the payment or satisfaction of any debt due to or by the Company and any claim and demands by or against the Company and to refer claims or demands by or against the Company to arbitration and observe and perform the awards.(g) To institute, prosecute, compromise, withdraw or abandon any legal proceedings by or against the Company or its affairs or otherwise concerning the affairs of the Company.(h) To raise and borrow money from time to time for the purposes of the Company, on the mortgage of its property or any part thereof and/or on any bond or debenture payable to bearer otherwise repayable in such a manner and generally upon such terms as they think fit.(i) To open, operate and maintain bank/banks account(s) individually or jointly as the Board may authorize or to any other person on its behalf. “

BORROWING POWERS

  1. The Directors may from time to time raise, borrow or secure the payment of any sums for the purposes of the Company in such manner and upon such terms and conditions as they think fit and in particular by the issue of debentures, debenture-stock or other securities charged upon all or any part of the property of the Company present or future.
  2. Debentures, debenture-stock, or other securities may be issued with any special privileges as to redemption, surrender, allotment of shares, attending and appointment of Directors or other privileges subject to any permission required by law.

THE SEAL

  1. The Company shall have a Common Seal and the Directors shall provide for the safe custody of the same. The Seal shall not be applied on any instrument except by the authority of the Board of Directors and in the presence of at least two Directors who shall sign every instrument to which the Seal shall be affixed in their presence. Such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.

ACCOUNTS

  1. The Directors shall cause to be kept proper books of account as required under Section 230 of the Companies Ordinance, 1984.40. The books of account shall be kept at the registered office of the Company or at such other place as the Directors shall think fit subject to the provisions of Section 230 of the Companies Ordinance, 1984.

AUDIT

  1. Once at least in every year the accounts of the Company shall be audited and correctness of the Balance Sheet shall be ascertained by one or more Auditors. The Auditors shall be appointed and their duties regulated in accordance with the provisions of Section 252 to 255 of the Companies Ordinance, 1984.

INDEMNITY

  1. In connection with carrying on the business of the Company, the Chief Executive, every Director, or other officers of the Company shall be indemnified by the Company for all losses and expenses occasioned by error of Judgment or oversight on his part, unless the same happens through his own Dishonesty or willful act and defaults.

SECRECY

  1. No member shall be entitled to visit and inspect the Books of the Company without the permission of the Chief Executive or one of the Directors or to require discovery of any information regarding any detail of the Company’s business or any matter which is or may be in the nature of trade secret, or secret process which may relate to the conduct of the Company’s business and which in the opinion of the Directors, will not be in the interest of the members of the Company to communicate to the public.

ARBITRATION

  1. Whenever any difference arises between the Company on the one hand and the members, their executors, administrators or assignee on the other hand, touching the true intent or construction or the incident or consequence of these present or of the statutes or touching any thing thereafter done, executed, omitted or suffered in pursuance of the represents or otherwise relating to these presents or to any statutes affecting the Company, every such difference shall be referred for the decision of the arbitrator who will be qualified in Islamic law.
  2. The cost incidental to any such reference and award shall be at the discretion of the arbitrator or umpire respectively who may determine the amount thereof and direct the same to be shared between the attorney and client or otherwise and may award by whom and in what manner the same shall be home and paid.

WINDING UP

  1. If the Company is wound up whether voluntarily or otherwise the liquidator may, with the sanction of a special resolution, divide amongst the contributories in specie any part of the assets and liabilities of the Company, subject to Section 421 and other provisions of the Companies Ordinance,1984 as may be applicable.

We, the several persons, whose names and addresses are subscribed below, are desirous of being formed into a Company, in pursuance of these Articles of Association, and we respectively agree to take the number of shares hi the Capital of the Company as set opposite to our respective names.

S.NoNIC No.

(in case of foreigner,

Passport No.)

Name and Surname

( in full (in Block Letters)

Father/

Husband

(Name in full)

Nationality

(with any former

Nationality)

Occupation 

Residential

address

(in full)

 

 

 

shares taken

by each

subscribep.value

(1ooo)

135501-5671121-1Shanshahid Pakistanibusinessman123/a Maleer , Karachi3000
235301-123567-1Shahrukh KhanAhsanPakistanibusinessmanModal town

lahore

6000
335401-5678912-1John Travatin

Doltana

John CarryPakistanibusinessmanMizaiel chowk , Islamabad 6000

Total number of shares taken 15,000 (Twenty thousands) of value equal to 15,000,000 ( Twenty Million)

Dated the ______ day of _______ 2013

Witness to above signatures.

 

______________

Signatures

Full Name, Mr. Ihsan Ullah

NIC Number, 35403-5866699-2

Father’s/Husband’s Name Mr. Ilam Din

Full Address__Nashtar Town Lahore

Occupation___Student

Section 37 of the Ordinance provides that:

  • The proposed name should not be inappropriate, deceptive, or designed to exploit or offend the religious susceptibilities of the people;
  • The proposed company name shall not be identical or have close resemblance. It must be distinguishable from the names of existing companies, and any name that has already been reserved by the Registrar for registration of a company.

 

Following guideline must be kept in mind to avoid applying for identical names:

A name is not distinguishable by differences in punctuation or capital words, or the presence or absence of articles, conjunctions or prepositions as symbols or words (including “the,” “THE”, “a,” “A”, “and,” “of,” “in”, “at”, “Al”, “New”, “Modern”).

  • A word in the plural form will be regarded as being identical to a word in the singular form and vice versa. For example ‘industry’ and ‘industries’ would be regarded as being identical;
  • Also, names which have close phonic resemblance with the name of existing companies are not distinguishable.

It is in the interest of promoters of a company to ensure that the name selected for their company should portray true inculcate of their business and have difference with any other name on the register. This will reduce the risk of confusion and the following potential difficulties like:

  • Objections to the company name.
  • Confusion with other companies with a poor trading record.
  • Litigation in civil law.

Important Note Regarding Spellings of Proposed Names

It is pertinent to mention here that the application for availability of name will be considered only if the spelling of proposed name is according to dictionary. Any deviation in dictionary spellings will not be accepted and the name will be rejected. e.g., Imerica for America, carachi for Karachi, etc.

These are the words which are not allowed for a company:

  • Name of the company containing name of two countries i.e. Pakistan/pak and any other foreign company
  • UNO, World BANK, IMF, Red Cross, Red Crescent
  • Authority/ Register/ Registered / Co-operative/ Bureau/Division.