PROCEDURE
FOR OBTAINING LICENCE BY
AN
ASSOCIATION
NOT FOR PROFIT
UNDER SECTION 42 OF THE
COMPANIES ORDINANCE, 1984
ITS INCORPORATION
AS A COMPANY
LIMITED BY GUARANTEE
&
RENEWAL OF ITS LICENCE
2
A not-for-profit association (more commonly
called an NGO) may be registered as company
under the provisions of the Companies
Ordinance, 1984 (the ‘Ordinance’). Any such
association is required to obtain licence under
Section 42 of the Ordinance read with rule 6
of the Companies (General Provisions and
Forms) Rules, 1985 (the ‘Rules’) from the
Securities and Exchange Commission of
Pakistan (the ‘Commission’), prior to its
registration as a company limited by
guarantee. The licence is issued for a period
of five (5) years, renewable for further term (s)
of five (5) years each. The procedure for
obtaining licence, subsequent registration of
such Association as company, and thereafter
renewal of the licence when due, is provided
hereinafter.
3
STEP 1:AVAILABILITY OF NAME
The first step is to seek availability of the
proposed name for the company. The application
for availability of name can be made online
through eServices OR offline through physical
filing to any one of the Company Registration
Offices (CROs) of the Commission.
(For online submission of application, the fee is
Rs.200/-, which is much cheaper than the
manual submission of application. All information of
eServices are available at the web portal of the Commission at
http://www.secp.gov.pk/eServices/index.asp
For offline, an application is to be made to the
Company Registration Office alongwith the
original Bank challan of Rs.500/-, paid as
application fee, in the authorized branches of
MCB Bank Limited/United Bank Limited in
favour of the “Securities and Exchange
Commission of Pakistan”. (Addresses of CROs are provided
in the Promoters guide placed at the Commission’s website at
http://www.secp.gov.pk/Guides/PromotersGuideEnglish-new.pdf
4
STEP 2: APPLICATION FOR GRANT OF LICENCE
An application by the promoters or members of an
association desirous of obtaining a licence under
section 42, is submitted through duly authorized
representative with the subject: “Application for
Grant of Licence under section 42 to M/s „………
………<Association Foundation>‟ (Proposed)”, is
addressed to:
The Commissioner (CCD-CLD),
Securities and Exchange Commission of Pakistan,
63-Jinnah Avenue,
NIC Building, Blue Area,
Islamabad
The following information/documents are required
to be submitted along with the application:
1 Original Bank challan of Rs.25,000/-, paid as
application fee, in the authorized branches
of MCB Bank Limited/United Bank limited
in favour of the Securities and Exchange
Commission of Pakistan.
2 Copy of letter showing that the proposed name
is available. (Please see Step-1 above for reference)
3 Three (3) printed copies of Memorandum and
Articles of Association. Specimen of Memorandum and
Articles of Association is provided at the end of this booklet and
also placed on the Commission‟s website at:
http://www.secp.gov.pk/CLD/cld_memo_article.asp
4 A list of promoters of the association with their
occupations and addresses;
[Format at Annex-I]
5
5 Photocopies of CNICs (attested copy of
Passport, in case of foreigner) of each of the
promoter;
6 A statement the names of companies,
associations and other institutions in which
the promoters of the proposed association
holds any office stating the office held
(position/designation) in each case; [Format at
Annex-II]
7 A declaration by a person of the effect that he
has scrutinized the application and the
accompanying documents, and that he is
satisfied that the same are drawn up in
conformity with the provisions of the
Ordinance and fulfill the conditions for the
grant of licence laid therein and these rules;
[Format at Annex-III]
8 An undertaking from each promoter to the
effect that they have sufficient skills,
expertise and resources for the attainment
of object of the proposed association.
Moreover, the said undertaking should
indicate that each promoter shall contribute
a reasonable amount (e.g., Rs.200,000/-) as
start up donation having regard to the
circumstances of the case. The amount shall
be deposited in the company‟s account
within a period of six months of the date of
its incorporation which shall be used for the
attainment of the object and should not be
refundable to the promoters, directly or
6
indirectly through any means, affidavit
affirming correctness of contents of the
application, affirming that promoters are not
defaulters of loans etc. on the stamp paper
of appropriate value duly attested by an
oath Commissioner; [Format at Annex-IV]
9 An estimate of the future annual income and
expenditure of the proposed company,
specifying the sources of income and objects
of expenditure. The statement should also
reflect the aforesaid startup donation of the
each subscriber. [Format at Annex-V]
10 A brief statement of the work already done (if
any) and the work proposed to be done after
incorporation as a company specifying
salient features of the project(s) e.g., their
location, size, duration, etc., to be
undertaken in pursuance of object of the
company.
[Format at Annex-VI]
11 Power of Attorney (Authority Letter) on Stamp
Paper of appropriate value made by all the
promoters in favour of a person to present
the application before the Commission on
their behalf, and to make other
amendments, additions, corrections etc., in
the documents and also to collect licence.
[Format at Annex-VII]
12 Resume of all promoters. [Format at Annex-VIII]
7
13 The application needs to indicate whether the
association is already in existence or not. If
the association is already in existence, the
following information/documents relating to
the existing entity also to be furnished:
A– In case, the existing entity is a society,
trust, etc., (i.e., other than a company
registered in Pakistan):
a. A copy each of the audited balance-sheet,
income and expenditure account and the
annual report on the working of the
existing entity for the financial year
immediately preceding the date of the
application;
b. Attested copy of Certificate of registration
(if it has any legal status);
c. Copy of resolution regarding dissolution
and taking the assets and liabilities of the
existing entity by the proposed company
within three months of its incorporation;
d. Attested copy of List of members of Board
of Directors/Governors /Trustees of the
existing entity;
e. Attested copy of Memorandum and
Articles of Association, Charter, or
Statute by which it was registered.
B. In case, the existing entity is already
registered as a company in Pakistan:
8
a. A copy of each of the audited balancesheet,
income and expenditure account
and the annual report on the working of
the existing entity for the financial year
immediately preceding the date of the
application; and
b. A copy of special resolution proposing to
seek licence under section 42 of the
Ordinance and amendments in its
memorandum and articles of
association to bring it in conformity
with the licencing requirements.
Please Note:
A copy of application alongwith its enclosures are also required to be
forwarded by the applicant to the Company Registration Office
concerned.
(Addresses of CROs are provided in the Promoters guide placed at the Commission’s
website at
http://www.secp.gov.pk/Guides/PromotersGuideEnglish-dec022010.pdf
9
The Commission on being satisfied, after such
enquiry and obtaining such further information,
as it may consider necessary, that it shall be in
the public interest so to do, may grant the
licence applied for, subject to such conditions as
it may deem fit to impose.
10
STEP 3:
REGISTRATION OF ASSOCIATION
AS A COMPANY LIMITED BY GURANTEE
After obtaining licence from the Commission,
the Association must be incorporated under the
provisions of the Ordinance, within a period of
three months from the date of the licence.
The procedure for the incorporation of
Associations is provided in the Promoters Guide
placed at the Commission’s website at:
ht tp://www.secp.gov.pk/Guides/PromotersGuidein
Englishdex022010.pdf
11
RENEWAL OF LICENCE
The licence is issued for a definite period of five (5)
years, renewable for further term(s) of five (5)
years, each, on an application to be submitted to
the Commission, three months before the
expiration of period of licence by the association
along with the following documents:
a. Original paid bank challan of Rs.25,000/-,
as Licence fee as prescribed in Sixth
Schedule of the Companies Ordinance,
1984, in the authorized branches of MCB
Bank Limited or United Bank Limited
b. Resume of each of the existing chief executive
and directors (As per Annex-I) in case of any
change in the list of promoters/directors as
provided at the time of grant of licence/last
renewal of licence
Affidavit by Chief Executive and all directors
affirming the correctness of the contents of the
application and that they are not defaulters of
loans, etc (Format as per Annexure IX).
d. List of existing members with their occupations,
residential addresses, contact numbers and
copies of CNICs in case of any change in the
list of members as stated in the last Form-B
filed by the association with concerned
12
registrar (Company Registration Office).
Details of the amounts of local and foreign
donations and grants received during last five
(5) years with details of the donors indicating
their names, country of origin (in case of
foreign donor) and complete address duly
certified by the Chartered Accountants that
funds/donations was/were received through
banking channel and are in conformity with the
books of account of the association.
f. Statement of the work done/projects
undertaken by the association during the last
three years.
The Commission on being satisfied of the past
corporate behaviour of the company, after such
enquiry and obtaining such further information,
as it may consider necessary, that it shall be in
the public interest so to do, may renew the
licence for further period of five years, subject to
such conditions as it may deem fit to impose.
DISCLAIMER
The aforesaid procedure has been provided with the intention to create an
awareness of the concept of the relevant matters. However, the procedure does not
tell everything and the opinions or legal interpretations referred therein are
circumstantial and may vary under different situations. If the reader is in doubt or
dealing with any specific condition, it is recommended to refer to the Companies
Ordinance, 1984 and allied laws or consult an adviser for seeking professional
advice.
13
Important
 There must be at least 3 subscribers/
members/promoters of the company and who
must have sufficient skills, expertise and
resources for the attainment of object of the
proposed company.
 Each promoter shall contribute a reasonable
amount as start up donation having regard to
the circumstances of the case.
 All conditions of licence shall be mentioned in
the Memorandum of Association of the
company.
{Please see clauses IV to IX of the specimen of
Memorandum and Articles of Association which is placed
on the Commission‟s website and downloadable at:
ht tp :/ /www. s e cp . g o v .pk /MemoAndAr t i c l e /do c s /
Spec_MemArticles42_16_01_2012.doc
14
ANNEX-I
LIST OF PROMOTERS
OF M/S (PROPOSED)
[Section 42 and rule 6(2)(b)]
Signatures: ________________________
Name: ________________________
[To be signed by the person presenting documents]
Name of Promoter
Occupation
Address
15
ANNEX-II
OFFICES HELD BY PROMOTERS OF
M/S (PROPOSED)
IN OTHER COMPANIES, ASSOCIATIONS, AND INSTITUTIONS, ETC.
[Section 42 and rule 6(2)(d)]
Signatures: ________________________
Name: ________________________
[To be signed by the person presenting documents]
Name of Promoter
Office(s) Held
(Position/designation)
Name(s) of other companies /
associations/institutions
16
ANNEX-III
DECLARATION OF COMPLIANCE
WITH THE REQUIREMENTS OF THE COMPANIES ORDINANCE, 1984
AND THE COMPANIES (GENERAL PROVISIONS AND FORMS) RULES, 1985
[Section 42 and rule 6(2)(c)]
I, …………………………………………………… son/daughter/widow of …………….
…………………….………………… do solemnly and sincerely declare:-
(i) that I [am an Advocate entitled to appear before a High Court / Supreme
Court / a Chartered Accountant / a Cost and Management Accountant
practicing in Pakistan and am engaged in the formation of the proposed
association, namely, …………………………………………………… /] am a person
named in the Articles of Association as a director/officer of the proposed
association, namely, ……………………………………………………………..; and
(ii) that I have scrutinized the application and the accompanying documents, and
that I am satisfied that the same are drawn up in conformity with the
provisions of the Ordinance and fulfill the conditions for the grant of licence
laid therein and the Companies (General Provisions and Forms) Rules, 1985.
Signature: ……………………
Full Name (in Block Letters),
Designation, NIC Number,
and Full Address
Date: …………………….
Place: ……………………
Witness to the signature:
Signature: ……………………
Full Name, Father‟s/ Husband‟s
Name (in Block Letters)
NIC Number, Occupation and Full Address
[To be made on stamp paper duly verified by an oath Commissioner]
Attested by an
Oath
Commissioner
[Under his
Stamp]
17
ANNEX-IV
/ UNDERTAKING
I, Mr./Miss/Mrs. ______________son/daughter/wife of____________ resident of _________________, am
promoter/subscriber of M/s.________________________, (proposed) and do hereby, solemnly affirm and
testify that:
1. The contents of the application for grant of licence under section 42 of the Companies Ordinance, 1984 to
the proposed Association are true and correct to the best of my knowledge and belief and declare that:
a) I have not been associated with any money laundering or terrorist financing activities and neither have
approved receipt of nor received such monies and likewise neither have approved disbursement of nor
disbursed such monies in any manner for money laundering or terrorist financing purposes;
b) I have not been associated with any illegal banking business, deposit taking or financial dealings;
c) I and the companies, firms, sole proprietorship etc. where I am chief executive, director (other than
nominee director), owner or partner etc has no overdue payment of any financial institution;
d) neither I nor companies in which I am a director or major shareholder have defaulted in paying taxes as
on the date of application;
e) I have not been a sponsor, director or chief executive of a defaulting cooperative finance society or
finance company;
f) I have never been convicted of fraud or breach of trust or of an offend involving moral turpitude or
removed from services for misconduct;
g) I have neither been adjudged an insolvent nor have defaulted in making payments to my creditors; and
h) the funds raised shall be spent for objects of the proposed Foundation and for other lawful purposes.
i) I am fully aware of the contents of the application for grant of licence under section 42 of the Companies
Ordinance, 1984 and whatsoever stated in the application and accompanied documents is true and
nothing has been concealed in the application.
2. I, Further do hereby undertake on oath that :
I, have sufficient skills, expertise and resources for the attainment of object(s) of the proposed association and
shall contribute an amount of Rs._________ /- as start up donation and the said amount shall be deposited in
the company’s account within a period of six months of the date of its incorporation which shall be used for the
attainment of company’s object(s) and shall not be refundable to the promoter, directly or indirectly through
any means.
Signature: ……………………
Full Name (in Block Letters),
Designation, NIC Number,
and Full Address
Date: …………………….
Place: ……………………
Witness to the signature:
Signature: ……………………
Full Name, Father‟s/ Husband‟s
Name (in Block Letters)
NIC Number, Occupation
Full Address
[To be made on stamp paper duly verified by Oath Commissioner]
Attested by an
Oath
Commissioner
[Under his
Stamp]
18
ANNEX-V
Statement of Estimated Future Annual Income and Expenditure
of M/s. (Proposed)
[Section 42 and rule 6(2)(f)]
(Amounts in Pak Rupees)
Note: Above referred Notes attached herewith give full details about the above estimates
with year wise break-ups and where needed, alongwith sufficiently descriptive explanations.
Signature ____________________________
Name____________________________
[To be signed by the person presenting documents]
INCOME Notes Year 1 Year 2 Year 3
Donations and Grants – Local 1 0,000,000 0,000,000 0,000,000
Donations and Grants – Foreign 2 0,000,000 0,000,000 0,000,000
Member’s donations – Start-up 0,000,000 0 0
Member’s donations – Other 3 0,000,000 0000,000 0,000,000
Other sources, specify, if any 4 0,000,000 0000,000 0,000,000
Previous year’s surplus (deficit) B/F 0 0000,000 0,000,000
Total Income 0,000,000 0,000,000 0,000,000
EXPENDITURE Year 1 Year 2 Year 3
Registration and Legal fee 000,000 0 0
Object related projects:
Specify (name of) project 1
5 000,000 000,000 000,000
Specify (name of ) project 2, if any 6 0,000,000 0,000,000 0,000,000
Specify (name of ) project 3, if any, etc. 7 000,000 0,000,000 0,000,000
Administrative and operational
expenditures
8 000,000 000,000 000,000
Total Expenditures
0,000,000 0,000,000 0,000,000
Income over Expenditures / Surplus
(Deficit), if any
0,000,000 0,000,000 0,000,000
19
ANNEX-VI
BRIEF STATEMENT OF THE WORK ALREADY DONE BY THE
ASSOCIATION OR PROPOSED TO BE DONE AFTER ITS BEING
GRANTED THE LICENCE AND REGISTRATION UNDER SECTION 42
OF THE COMPANIES ORDINANCE, 1984
[As required under Rule 6(2)(g) of the Companies (General Provisions
and Forms) Rules, 1985]
M/s. (Proposed).
Work already done (salient features) of work /projects, etc), if any:
1.
2.
3.
Work Proposed to be done (salient features of work/projects, etc) after grant of
licence:
1.
2.
3.
Signature ____________________________
Name_______________________________
[To be signed by the person presenting documents]
20
ANNEX-VII
Power of Attorney / Authority Letter
We, the following persons, being promoters / subscribers of M/s.
………………………………………..(proposed), do hereby appoint and authorize
Mr. / Ms …………………………. Son/Daughter/Wife of …………….……….
resident of……………………………………………………….……………………………
whose signatures appear below, to present us before the Securities and
Exchange Commission of Pakistan to submit application/documents for
grant of license under section 42 of the Companies Ordinance, 1984, and to
make necessary amendments therein as required by the SECP, to collect
license, and to sign and give necessary explanation on our behalf in relation
to the above and the allied matters.
Signature: …………………
[Authorized Representative]
Full Name with NIC Number
Witness to the signatures:
Signature: ……………………
Full Name, NIC Number,
Father‟s/ Husband‟s Name,
Occupation and Full Address
Date: ……………………. Place: ……………………
[To be made on Stamp Paper of appropriate value duly attested by Notary Public.]
Attested by
Notary Public
[Under his
Stamp]
Sr. Name of Promoter Signature
21
ANNEX-VIII
RESUME
[To be used in application for grant of licence under section 42 of the Companies Ordinance, 1984]
Educational Qualifications: __________________________________________________
Experience Details (with dates, period, organizations, nature of projects/work responsibilities):
A. Now working as (describing offices held at the moment and related work responsibilities):
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
B. Previous Experience relating to Object of the Association now being formed:
1. ______________________________________________________________________
______________________________________________________________________
2. ______________________________________________________________________
______________________________________________________________________
3. ______________________________________________________________________
______________________________________________________________________
C. Other Experience:
1. ______________________________________________________________________
______________________________________________________________________
2. ______________________________________________________________________
______________________________________________________________________
3. ______________________________________________________________________
______________________________________________________________________
Signature: ________________________
Name: ________________________
[To be signed by the promoter himself /herself or the authorized person presenting documents]
Note: If needed, the space for experience detail may be expanded or extra pages annexed.
Promoter’s Name:
________________________________________________
Nationality:
________________________________________________
CNIC No./ Passport No. (in
case of foreigner)
________________________________________________
Old NIC No.
________________________________________________
National Tax Number:
________________________________________________
Date of Birth / Age:
________________________________________________
Father’s/Husband’s Name:
________________________________________________
Postal Address: ________________________________________________
________________________________________________
Permanent Address:
________________________________________________
________________________________________________
Email / Telephone / Fax No.
________________________________________________
________________________________________________
23
ANNEX-IX
(For renewal of Licence)
I, Mr./Miss/Mrs. ______________son/daughter/wife of_______________ resident of
_________________________,am Director/Chief Executive of M/s. _________________________, and
do hereby, solemnly affirm and testify that:
1. The contents of the application for renewal of licence under section 42 of the Companies Ordinance,
1984 to the proposed Association are true and correct to the best of my knowledge and belief and
declare that:
a) I have not been associated with any money laundering or terrorist financing activities and neither
have approved receipt of nor received such monies and likewise neither have approved
disbursement of nor disbursed such monies in any manner for money laundering or terrorist
financing purposes;
b) I have not been associated with any illegal banking business, deposit taking or financial dealings;
c) I and the companies, firms, sole proprietorship etc. where I am chief executive, director (other than
nominee director), owner or partner etc has no overdue payment of any financial institution;
d) neither I nor companies in which I am a director or major shareholder have defaulted in paying taxes
as on the date of application;
e) I have not been a sponsor, director or chief executive of a defaulting cooperative finance society or
finance company;
f) I have never been convicted of fraud or breach of trust or of an offend involving moral turpitude or
removed from services for misconduct;
g) I have neither been adjudged an insolvent nor have defaulted in making payments to my creditors;
and
h) the funds raised shall be spent for objects of the proposed Foundation and for other lawful
purposes.
i) I am fully aware of the contents of the application for renewal of licence under section 42 of the
Companies Ordinance, 1984 and whatsoever stated in the application and accompanied documents
is true and nothing has been concealed in the application.
Attested by an
Oath
Commissioner
[Under his
Stamp]
25
STANDARD SPECIMEN
A company set up under Section 42 of the Companies Ordinance, 1984
MEMORANDUM OF ASSOCIATION
OF
XYZ ASSOCIATION / FOUNDATION
I. The name of the Company is “XYZ ASSOCIATION / FOUNDATION”.
II. The Registered Office of the Company will be situated in Islamabad Capital Territory / the
Province of ——————-
III. The object for which the Company is established is as follows:
If an association proposes to engage in Education activities, it may adopt the object stated
below:-
(1) To establish, manage, maintain, own, administer, promote and subsidize educational
institutions, computer literacy centres, schools, colleges, institutions for study and
research, centres of learning, reading rooms, and other institutions for basic education,
adult literacy, advanced studies and other educational fora with the permission of
competent authority but not to act as a degree awarding institute.
(2) To provide scholarships to students and grant aid including supply of books, stipends,
medals, prizes, grants, awards, medicines, educational career support, bursaries and
other incentives for purposes of advancement of knowledge, education and literacy.
OR in Research activities:
(3) To provide a platform for research and development relating to object of the company
and in this regard:-
(a) to make available key knowledge tools such as :-
(i) a well equipped library;
(ii) database and electronic connectivity; and
(iii) website for research publications and interaction.
(b) to undertake steps for promotion of research such as :-
(i) to define and support research;
(ii) to encourage members to conduct research; and
(iii) to participate in regional and international research initiatives;
(c) to undertake any activity for development such as;
(i) to arrange funding for supporting research; and
(ii) to organize and set up of a think tank related to the objects of the company; and
(d) to provide a forum for participation of all concerned and to:
solicit views vis-à-vis the objects of the company; and
enable discussion/dialogue for promoting quality research.
If an association proposes to engage in Special Education activities, it may adopt the object
stated below:-
To establish, own, maintain, erect, construct, furnish, equip, promote, organize, manage and run
institutions for special education and to provide grants and facilities for education and training to the
persons who are mute, deaf, dumb or blind, crippled or otherwise physically or mentally
handicapped and to provide books, proper medical attendance, nursing, food, medicine, drugs and
special appliances of educational, surgical, or other nature.
26
OR
If an association proposes to engage in Professional Institutions activities, it may adopt the
object stated below:-
To establish an institute for advancement and raising standards of professional education in the
field of accountancy, cost accounting, financial management, secretarial practice and cognate
subjects as applied to all or any of the professional services provided by accountants in general and
to provide a platform for members and to facilitate dissemination of information, making available
the course materials and holding of examinations and to protect and preserve their professional
independence and to exercise professional supervision over them.
OR
If an association proposes to engage in Religious activities, it may adopt the object stated
below:-
To promote the real values of Islam and in view thereof to initiate research, analytical study,
seminars, talks and discussions and to promote public awareness, education and understanding of
Islamic ideology, economic system and philosophy and provide forum for research scholars,
specialists, experts, writers, speakers, thinkers for free intellectual interaction and to develop
consensus and understanding in vital Islamic issues.
OR
If an association proposes to engage in Social Infrastructure and Human Resource
Development activities, it may adopt the object stated below:-
To work for development of human resources, promotion of social and economic well being of the
masses, improvement of social status, social mobilization for prosperous society, and elimination of
gender discrimination particularly in the rural areas of Pakistan.
OR
If an association proposes to engage in Rural Support Programme activities, it may adopt
the object stated below:-
To develop the rural areas and the resources of land, undertake support and subsidize measures,
programmes, plans and schemes for rural development including development and improvement of
townships, settlements and villages, houses, buildings, roads, water courses, play grounds and
other civic amenities and to undertake measures for improvement of conditions of housing, work,
health, hygiene, sanitation and the quality of life.
OR
If an association proposes to engage in Health Services activities, it may adopt the object
stated below:-
To aid, assist, set up, maintain, administer and run hospitals, nursing homes, mother and child care
centres, clinics, dispensaries, immunization and vaccination centres and places of medical aid,
convalescent homes, family planning centres, X-ray clinics, radio therapy centres, pathological and
clinical laboratories, blood banks, eye banks or other centres connected with the care of the human
body, both in urban and rural areas.
OR
27
If an association proposes to engage in Arts, Sciences and Literature activities, it may adopt
the object stated below:-
To promote and foster study in arts, sciences, literature and to give literary, arts and sciences
awards, scholarships and prizes for its encouragement.
OR
If an association proposes to engage in Culture and heritage activities, it may adopt the
object stated below:-
To undertake, aid, support, assist, promote, manage, research and encourage projects or
programmes concerned or dealing with the restoration, conservation, revitalization, preservation
and reuse of architectural structures, buildings, forts, palaces, mausoleums, monuments, mosques,
places of historical or cultural significance, archaeological sites, town squares, markets, gardens
and parks in Pakistan.
OR
If an association proposes to engage in Charity activities, it may adopt the object stated
below:-
To establish, maintain, run, manage and administer aid programmes providing relief and help to the
needy, the poor and the destitute and to grant relief donation for and during calamities and to
undertake such charitable and philanthropic activities which in the opinion of the company would
assist and benefit mankind and to work for alleviation of human sufferings from catastrophes.
OR
If an association proposes to engage in Sports activities, it may adopt the object stated
below:-
To promote and develop centres for sports and sporting activities and encourage talent thereto and
through them endeavour to bring about national integration and provide fields, grounds and other
facilities and amenities including coaching and training facilities in developed and developing areas
of the country and to promote and organize activities such as bird watching, trekking,
mountaineering, hunting, archery, camping, fishing, rock climbing and all other outdoor sports.
IV. In order to achieve its object, the Company shall exercise the following powers:
1. To appeal, solicit or accept contributions, donations, grants and gifts, in cash or in kind, from
lawful sources and to apply the same or income thereof for the objects of the Company.
2. To open and operate bank accounts in the name of the Company and to draw, make,
accept, endorse, execute and issue promissory notes, bills, cheques and other instruments.
3. To acquire, alter, improve, charge, take on lease, exchange, hire, sell, let or otherwise
dispose of any movable or immovable property and any rights and privileges whatsoever for
any of the objects or purposes specified herein above. Provided that the Company shall not
undertake the business of real estate or housing schemes.
28
4. To borrow or raise money, with or without security, required for the purposes of the company
upon such terms and in such manner as may be determined by the company for the promotion
of its objects.
5. To mortgage the assets of the company and / or render guarantee for the performance of any
contract made, discharge of any obligation incurred or repayment of any moneys borrowed by
the Company.
6. To purchase, sell, exchange, take on lease, hire or otherwise acquire lands, construct,
maintain or alter any building and any other moveable or immovable properties or any right or
privileges necessary or convenient for the use and purposes of the company.
7. To nominate delegates and advisors to represent the Company at conferences, government
bodies and other gatherings.
8. To co-operate with other charitable trusts, societies, associations, institutions or companies
formed for all or any of these objects and statutory authorities operating for similar purposes
and to exchange information and advice with them.
9. To pay out of the funds of the company the costs, charges and expenses of and incidental to
the formation and registration of the Company.
10. To invest the surplus moneys of the company not immediately required in such a manner as
may from time to time be determined by the company.
11. To create, establish, administer and manage funds including endowment fund conducive for
the promotion of the objects of the company.
12. To enter into agreements, contracts and arrangements with organizations, institutions, bodies
and individuals for the purpose of carrying out the functions and activities of the Company.
13. To take such actions as are considered necessary to raise the status or to promote the
efficiency of the company.
14. To conduct, hold and arrange symposia, seminars, conferences, lectures, workshops and
dialogue and to print, publish and prepare journals, magazines, books, circulars, reports,
catalogues and other works relating to any of the objects of or to the work done by the
Company, subject to the permission, if required of the relevant authorities.
15. To do all other such lawful acts and things as are incidental or conducive to the attainment of
the above objects or any one of them.
V. The Company shall achieve the above said objects subject to the following conditions:-
1. The company is formed as a public company limited by guarantee and not having a share
capital.
2. Payment of remuneration for services or otherwise to its members, or their family members
whether holding an office in the company or not, shall be prohibited.
3. No change in the Memorandum and Articles of Association shall be made except with the
prior approval of the Securities and Exchange Commission of Pakistan.
4. Patronage of any government or authority, express or implied, shall not be claimed unless
such government or authority has signified its consent thereto in writing.
5. The company shall not itself set up or otherwise engage in industrial and commercial
activities or in any manner function as a trade organization.
29
6. The company shall not exploit or offend the religious susceptibilities of the people.
7. The subscribers to the Memorandum and Articles of Association of the Company shall
continue to be the members of the Company unless allowed by the Commission on
application to quit as members and will be held responsible and accountable.
8. The company in all its letterheads, documents, sign boards, and other modes of
communication, shall with its name, state the phrase “A company set up under section
42 of the Companies Ordinance, 1984.”
9. The company shall comply with such conditions as may be imposed by the Securities
and Exchange Commission of Pakistan from time to time.
10. The income and any profits of the company, shall be applied solely towards the
promotion of objects of the company and no portion thereof shall be distributed, paid or
transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to
the members of the company or their family members.
11. The Company shall not appeal, solicit, receive or accept funds, grants, contributions,
donations or gifts, in cash or in kind, from foreign sources except with the prior
permission, clearance or approval from the relevant public authorities as may be
required under any relevant statutory regulations and laws. No funds shall be received
otherwise than through proper banking channels through i.e., crossed cheque, payorder,
bank draft etc.
12. The Association shall close its accounts on 30th of June each year.
13. The Association shall make no investment, whatsoever, in its associated companies
except with the prior approval of the Commission and subject to such conditions as it
may deem fit to impose.
14. Notwithstanding anything stated in any object clause, the company shall obtain such
other licenses, permissions, or approvals of the relevant public authorities as may be
required under any relevant statutory regulations and laws for the time being in force, to
carry out its specific object.
15. The company shall not undertake any trading activities and shall conform to relevant
statutory regulations and laws.
VI. The territories to which the object of the company shall extend are declared to include whole of
Pakistan.
VII. The liability of the members is limited.
VIII. Every member of the company undertakes that he shall 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 or liabilities of the Company contracted before he
ceases to be a member and 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 but not exceeding Rs.100,000/- (Rupees One Hundred Thousand Only).
IX. In the case of winding up or dissolution of the Company, any surplus assets or property, after
the satisfaction of all debts and liabilities, shall not be paid or disbursed among the
members, but shall be given or transferred to some other company established under
section 42 of the Companies Ordinance, 1984, having similar or identical objects to those of
the Company to be decided by the members of the Company in their general meeting by a
special resolution, and with the approval of Commissioner of Income Tax under section 61
read with section 2(36) of the Income Tax Ordinance, 2001, under intimation to the
Securities and Exchange Commission of Pakistan, within three months.
30
We, the several, persons whose names and addresses are subscribed below are desirous of
being formed into a Company in pursuance of this Memorandum of Association:-
Dated the……………………. day of………………………, 201…
Name and surname
(present & former) in
full (in Block Letters)
NIC No. (in
case of
foreigner,
Passport
Father’s/
Husban
d’s
Name in
Nationality
(ies) with any
former
Nationality
Occupatio
n
Residentia
l Address
in full
Signature
1. AB nnnnnnnnnnnn-
n
GH Pakistani Resident
Director,
Household
Appliances
Ltd.,
14-A,
Street
No.2,
Sadaf
Colony,
2. CD nnnnnnnnnnnn-
n
IJ Pakistani Advocate -do-
3. ABC Ltd
through
EF.
nnnnnnnnnnnn-
n
KL
Pakistani
Company
Director,
ABC Ltd
House No
176, Street
No.204, F-
10/1,
Islamabad
14-A,
Street
No.2,
Sadaf
Colony,
Quetta.
Witness to above signatures
Signature
Full Name (in Block Letters)
Father’s/ Husband’s name
Nationality
Occupation
CNIC NO
Full Address
31
A company set up under Section 42 of the Companies Ordinance, 1984
ARTICLES OF ASSOCIATION
OF
XYZ ASSOCIATION / FOUNDATION
PRELIMINARY
1. In these Articles, unless the context or the subject matter otherwise requires:
(a) “THE COMPANY” means XYZ ASSOCIATION / FOUNDATION.
(b) “THE OFFICE” means the Registered Office for the time being of the company.
(c) “THE DIRECTORS” mean the Directors for the time being of the company.
“THE SEAL” means the Common Seal of the company.
“THE ORDINANCE” means the Companies Ordinance, 1984.
“THE COMMISSION” means the Securities and Exchange Commission of Pakistan.
“THE REGISTRAR” means the Registrar of Companies.
“THE REGISTER” means the Register of the members to be kept in pursuant to Section 147
of the Ordinance.
“CHIEF EXECUTIVE” means the Chief Executive of the company.
“SECRETARY” means the Company Secretary of the company.
“MEMORANDUM” means the memorandum of association of the company.
(l) “PERSON” includes an individual, company, corporation and body corporate.
(m) “ARTICLES” means the articles of association of the company.
(n) “BOARD” means the board of directors of the company.
(o) “YEAR” used in the context of financial matters shall mean financial year of the company.
(p) Expressions referring to writing shall be construed as including references to typewriting,
printing, lithography, photography and other modes of representing or reproducing
words in visible form.
(q) Words importing the singular number include the plural number and vice versa and
words importing the masculine gender include the feminine gender.
(r) Unless the context otherwise requires words or expressions contained in these Articles
shall be of the same meaning as in the Ordinance or any statutory modification
thereof in force at the date at which these Articles become binding on the company.
32
MEMBERSHIP
2. The number of members with which the Company proposes to be registered is ——–(number
of members with which the Company is going to be incorporated is to be given) but the
minimum number of members shall not be, at any time, less than three (3). However, the
directors may, from time to time, whenever the company or the business of the company
requires, increase the number of members.
3. The company in General Meeting may from time to time lay down the qualifications and
conditions subject to which any person or class of persons shall be admitted to membership of
the company.
4. The rights and privileges of a member shall not be transferable and shall cease on his death or
otherwise ceasing to be a member.
5. The subscribers to the memorandum and such other persons as the directors shall admit to
membership shall be members of the company.
6. One person shall have the right to hold one membership.
ADMISSION TO MEMBERSHIP
7. The application for seeking membership of the company shall be required to be seconded by
an existing member whereupon the board of directors shall decide the matter of his admission
as member or otherwise within three months of making of such application. No minor or lunatic
shall be admitted as a member of the company.
8. Every person, upon applying for admission to membership, shall sign an undertaking that he
will, if admitted, so long as he is a member, duly observe the Articles of the company for the
time being in force.
9. The Board shall subject to the Articles, accept or reject any application for admission to
membership. The Board’s decision shall be final and it shall not be liable to give any reasons
thereof.
CESSATION / EXPULSION FROM MEMBERSHIP
10. A member renders himself liable to expulsion or suspension by the Board if:
(a) he refuses or neglects to give effect to any decision of the Board; or
(b) he infringes any of the regulations of the Articles; or
(c) he is declared by a court of competent jurisdiction to have committed a fraud, or to be
bankrupt, or to be insane or otherwise incompetent; or
(d) he is held by the Committee of the company to have been guilty of any act discreditable
to a member of the company; or
(e) he is acting or is threatening to act in a manner prejudicial to the interest or functioning of
the company or any other institute, body corporate, society, association or institution in
which the company has an interest.
11. The company in general meeting may, on an appeal of the aggrieved member and after giving
an opportunity of hearing, annul or modify the decision of the board with regard to expulsion
of the member by resolution supported by two-thirds majority. The person expelled shall be
reinstated as a member from the date of the resolution of the general meeting annulling the
decision of the Board.
33
Termination of membership shall occur automatically:
(a) in the event of the death of a member; and
(b) in the event a member fails to pay any amount due by him to the company within three
(3) months after such obligation has become due.
GENERAL MEETINGS AND PROCEEDINGS
13. ANNUAL GENERAL MEETING:
A general meeting to be called annual general meeting, shall be held, in accordance with the
provisions of Section 158, within eighteen (18) months from the date of incorporation of the
company and thereafter once at least in every calendar year within a period of four (4) months
following the close of its financial year and not more than fifteen (15) months after the holding of
its preceding annual general meeting as may be determined by the directors.
14. OTHER GENERAL MEETINGS:
All other meetings of the members of the company other than an annual general meeting shall
be called “Extraordinary General Meetings”.
15. EXTRAORDINARY GENERAL MEETINGS:
The directors may, whenever they think fit, call an Extraordinary General Meeting, and
Extraordinary General Meetings shall also be called on such requisition(s), as is provided by
Section 159 of the Ordinance.
16. NOTICE OF GENERAL MEETINGS:
Twenty-one (21) days notice at least (exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which notice is given) specifying the place, the
day and the hour of meeting and, in case of special business, the general nature of that
business, shall be given in the manner provided by the Ordinance for the general meeting, to
such persons as are, under the Ordinance or the Articles of the company, entitled to receive
such notices from the company but the accidental omission to give notice to or the non-receipt
of notice by any member shall not invalidate the proceedings at any general meeting.
17. SPECIAL BUSINESS:
All business that is transacted at an extra ordinary general meeting and that is transacted at an
annual general meeting with the exception of the consideration of the accounts, balance sheet
and the reports of the director and auditors, the election of directors, the appointment of and the
fixing of remuneration of the auditors shall be deemed special business.
18. QUORUM:
No business shall be transacted at any general meeting unless a quorum of members
representing not less than twenty five percent (25%) of the total voting power present in person
but being not less than two (2) members, is present at that time when the meeting proceeds to
business.
34
19. EFFECT OF QUORUM NOT BEING PRESENT:
If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if called upon the requisition of members, shall be dissolved and in any other case, it
shall stand adjourned to the same day in the next week at the same time and place and if at the
adjourned meeting a quorum is not present within half an hour from the time appointed for the
meeting, the members present, shall be a quorum.
20. CHAIRMAN OF MEETING:
The chairman of the Board of directors, shall preside as chairman at every general meeting of
the company, but if he is not present within fifteen minutes after the time appointed for the
meeting, or is unwilling to act as chairman, any of the directors present may be elected to be the
chairman and if none of the directors present is willing to act as chairman, the members present
shall choose one of their number to be the chairman.
21. ADJOURNMENT:
The chairman may, with the consent of any meeting at which a quorum is present (and shall if
so directed by the meeting), adjourn the meeting from time to time but no business shall be
transacted at any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
22. VOTING:
At any general meeting a resolution put to the vote to the meeting shall be decided on a show of
hands unless a poll is (before or on the declaration of the result of the show of hands)
demanded. Unless a poll is so demanded, a declaration by the chairman that a resolution has,
on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost,
and an entry to that effect in the book of the proceedings of the company shall be conclusive
evidence of the fact, without proof of the number or proportion of the votes recorded in favour of
or against that resolution.
23. DEMAND FOR POLL:
A poll may be demanded in accordance with the provisions of Section 167 of the Ordinance.
24. MANNER OF TAKING POLL:
If a poll is duly demanded, it shall be taken in accordance with the manner laid down in Section
168 of the Ordinance and the result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
25. TIME OF TAKING POLL:
A poll demanded on the election of chairman or on a question of adjournment shall be taken at
once.
26. CASTING VOTE:
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the poll takes place, shall have and
exercise a second or casting vote.
35
27. VOTES OF MEMBERS:
On a show of hands every member present in person shall have one vote and upon a poll every
member present in person shall have one vote.
28. OBJECTION TO VOTE:
No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given and tendered, and every vote not disallowed at
such meeting shall be valid for all purposes. Any such objection made in due time shall be
referred to the chairman of the meeting, whose decision shall be final and conclusive.
MANAGEMENT AND ADMINISTRATION
29. There shall be, for the overall management of the company’s affairs, a Board of directors, which
will be elected from amongst the members.
30. One term of the Board of directors would be for three years.
31. No person shall be appointed as a director if he is ineligible to hold office of director of a
company under section 187 of the Ordinance.
32. No member / person shall hold more than one office in the company, such as those of Chief
Executive / director or company secretary.
33. FIRST DIRECTORS:
The subscribers to the Memorandum of Association shall be the first directors of the company
whose names are given below and they shall hold office until the election of directors in the first
Annual General Meeting, subject to the provisions of Sections 174 and 176 of the Ordinance.
————————-
————————-
————————-
34. NUMBER OF DIRECTORS:
The number of directors shall not be less than three (3) and not more than ( ). The
company may, however, determine through Special Resolution, such other number not being
less than three (3), before the election of the directors. A retiring director shall be eligible for reelection.
35. PROCEDURE FOR ELECTION OF DIRECTORS:
(i) The directors of the company shall be elected in accordance with provisions of sub
sections (1) to (4) of section 178 of the Ordinance, in the following manner:
(a) The directors of the company shall be elected by the members of the company in
general meeting;
(b) The directors of the company shall be elected on the basis of one member one
vote;
36
(c) The candidate who gets the highest number of votes shall be declared elected as
director and then the candidate who gets the next highest number of votes
shall be so declared and so on until the total number of directors to be elected
has been so elected.
(ii) If the number of persons who offer themselves to be elected is not more than the
number of directors fixed by the directors under sub-section (1) of section 178, all
persons who offered themselves shall be deemed to have been elected as directors.
36. CASUAL VACANCY AND ALTERNATE OR SUBSTITUTE DIRECTORS:
(a) Any casual vacancy occurring among the directors may be filled up by the directors
within thirty days of the vacancy and the person so appointed shall hold office for the
remainder of the term of director in whose place he is appointed.
(b) An existing director may, with the approval of the board of directors, appoint an
alternate director to act for him during his absence from Pakistan of not less than
three months. The alternate director so appointed shall ipso facto vacate office if and
when the director appointing him returns to Pakistan.
37. REMOVAL OF DIRECTOR:
The company may remove a director through a resolution passed in a general meeting of
members in accordance with Section 181 of the Ordinance.
38. CHAIRMAN OF THE BOARD:
The directors may elect one of their members as the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the Board but, if at any meeting the chairman is
not present within ten minutes after the time appointed for holding the same or is unwilling to
act as chairman, the directors present may choose one of their member to be chairman of
the meeting.
DUTIES AND POWERS OF THE BOARD
39. The Board shall conduct and manage all the business affairs of the company, exercise all the
powers, authorities and discretion of the company, obtain or oppose the application by
others for all concessions, grants, charters and legislative acts and authorization from any
government or authority, enter into such contracts and do all such other things as may be
necessary for carrying on the business of the company, except only such of them as under
the statutes and Articles are expressly directed to be exercised by general meetings and
(without in any way prejudicing or limiting the extent of such general powers) shall have the
following special powers and duties:
(a) To present to the general meeting of the company any matters which the directors feel
are material to the company, its objects or interests or affecting the interests of members
and make suitable recommendations regarding such matters.
(b) To regulate, through articles, the admission of members.
(c) To appoint, remove or suspend the legal advisors, bankers, or other officers on such
terms and conditions as they shall think fit and as may be agreed upon.
(d) To appoint any qualified person as a first auditor(s) subject to provisions of the
Ordinance;
37
(e) To determine the remuneration, terms and conditions and powers of such appointees
and from time to time, revoke such appointments and name another person of similar
status to such office except for the auditor in which case the relevant provisions of the
Ordinance shall be followed.
(f) To delegate, from time to time, to any such appointee all or any of the powers and
authority of the Board and to reconstitute, restrict or vary such delegations.
(g) To agree upon and pay any expenses in connection with the company’s objects and
undertakings and pay all the expenses incidental to the formation and regulation of the
company.
(h) To constitute from time to time committee(s) from among themselves or co-opt other
persons for the purpose and delegate to them such functions and powers as the Board
may see fit to carry out the objects of the company.
(i) Subject to the provisions of Section 196 of the Ordinance, the directors may exercise all
the powers of the company to borrow and mortgage or charge its undertaking, property
and assets (both present and future) or issue securities, whether outright security for any
debt, liability or obligation of the company.
PROCEEDINGS OF THE BOARD
40. The Board shall meet at least once in each quarter of every year, subject thereto meetings of
the Board shall be held at such time as the directors shall think fit. All meetings of the Board
shall be held at the registered office of the Company or at such other place as the Board
shall from time to time determine. The meetings of the Board shall be called by the chairman
on his own accord or at the request of the Chief Executive (or any three directors) by giving
at least seven (7) days notice to the members of the Board.
41. At least twenty five percent of the total number of directors or two (2) directors whichever is
higher, for the time being of the company, shall constitute a quorum.
Note : If the number of directors as mentioned in clause 33 are more than three,
then the following standard clause is proposed in place of above which will
fulfill the requirements of income tax rules for tax exemption.
“At least one-third (1/3rd) of the total number of directors or four (4) directors whichever is
higher, for the time being of the company, shall constitute a quorum.”
42. Except as otherwise provided by these Articles, every question at meetings of the Board shall
be determined by a majority of votes of the directors present, each director having one vote.
In case of an equality of votes or tie, the chairman shall have a casting vote in addition to his
original vote as a director.
43. Minutes of the proceedings of every meeting of the Board and a record of attendance of the
directors thereat shall be recorded by the Secretary in a book kept for that purpose. These
shall be signed by the chairman of the meeting at which they are read.
RESOLUTION THROUGH CIRCULATION
44. A resolution in writing signed by all directors for the time being entitled to receive notice of the
meeting of directors or affirmed by them in writing shall be as valid and effectual as if it had been
passed at a meeting of the directors duly convened and held.
38
45. CHIEF EXECUTIVE:
The directors may appoint a person to be the Chief Executive of the company and vest in him
such powers and functions as they deem fit in relation to the management and administration of
the affairs of the company subject to their general supervision and control. The Chief Executive,
if not already a director, shall be deemed to be a director of the company and be entitled to all
the rights and privileges and subject to all the liabilities of that office.
46. QUALIFICATION OF THE CHIEF EXECUTIVE:
No person who is not eligible to become a director of the company under section 187 of the
Ordinance, shall be appointed or continue as the Chief Executive of the company.
47. REMOVAL OF CHIEF EXECUTIVE:
The directors by passing resolution by not less than three-fourths of the total number of directors
for the time being or the company may by a Special Resolution passed in a general meeting
remove a Chief Executive before the expiry of his term in office.
48. MINUTE BOOKS:
The directors shall cause minutes to be duly entered in a book or books provided for the
purpose of:
(a) all resolutions and proceedings of General Meeting(s) and the meeting(s) of directors
and Committee(s) of directors, and every member present at any General Meeting and
every director present at any meeting of directors or Committee of directors shall put
his signature in a book to be kept for that purpose;
(b) recording the names of the persons present at each meeting of the directors and of any
committee of the directors, and the general meeting; and
(c) all orders made by the directors and Committee(s) of directors.
SECRETARY
49. The Secretary shall be appointed (or removed) by the Chairman of the company with the
approval of the Board.
50. The Secretary shall be responsible for all secretarial functions and shall ensure compliance
with respect to requirements of the Ordinance concerning the meetings and record of
proceedings of the Board, committees and the general meeting of members, review the
applications for admission to membership and the recommendations accompanying the
same to ensure that they are in the form prescribed, ensure that all notices required by these
Articles or under the Ordinance are duly sent and that all returns required under the
Ordinance are duly filed with concerned Company Registration Office.
51. COMMITTEES:
The directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit and they may from time to time revoke such delegation.
Any committee so formed shall, in the exercise of the powers so delegated, conform to any
regulations that may from time to time be imposed on it by the directors.
39
52. CHAIRMAN OF COMMITTEE MEETINGS:
A committee may elect a chairman of its meetings, but, if no such chairman is elected, or if at
any meeting the chairman is not present within ten (10) minutes after the time appointed for
holding the same or is unwilling to act as chairman, the members present may choose one of
them to be the chairman of the meeting.
53. PROCEEDINGS OF COMMITTEE MEMBERS:
A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall
be determined by a majority of votes of the members present. In case of an equality of votes,
the chairman shall have and exercise a second or casting vote.
54. VALIDITY OF DIRECTORS’ ACTS:
All acts done by any meeting of the directors or of a committee of directors, or by any person
acting as a director, shall, notwithstanding that it be afterwards discovered that there was some
defect in the appointment of such directors or persons acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such person had been duly appointed and was
qualified to be a director.
55. THE SEAL:
The directors shall provide for the safe custody of the seal, which shall not be affixed to any
instrument except by the authority of a resolution of the Board or by a committee of directors
authorized in that behalf by the directors, and two directors or one director and the Secretary of
the company shall sign every instrument to which the seal shall be affixed.
FINANCES
56. The funds of the Company shall be applied in defraying the expenses and shall be applicable in
or towards the acquisition by purchase, lease or otherwise and furnishing and maintenance of
suitable premises and assets for the use of the Company and shall be subject to the general
control and direction of the Board.
57. No person, except persons duly authorized by the Board and acting within the limits of the
authority as conferred, shall have authority to sign any cheque or to enter into any contract so
as thereby to impose any liability on the Company or to pledge the assets of the Company.
ACCOUNTS
58. BOOKS OF ACCOUNT:
The directors shall cause to be kept proper books of account as required under Section 230 of
the Ordinance so that such books of account shall be kept at the registered office or at such
other place as the directors think fit as provided in the said section 230 and shall be open to
inspection by the directors during business hours.
59. INSPECTION BY MEMBERS:
The directors shall from time to time determine the time and places for inspection of the
accounts and books of the company by the members not being directors, and no member (not
being a director) shall have any right to inspect any account and book or papers of the company
except as conferred by law or authorized by the directors or by the company in general meeting.
40
60. ANNUAL ACCOUNTS:
The directors shall as required by section 233 of the Ordinance cause to be prepared and to be
laid before the company in Annual General Meeting such Balance Sheet and Income and
Expenditure Account and Cash Flow Statement duly audited and reports as are required in the
Ordinance.
61. COPY OF ACCOUNTS TO BE SENT TO MEMBERS:
A copy of balance sheet and profit and loss account and the Cash flow statement alongwith the
reports of directors and Auditors of the company shall, at least twenty-one (21) clear days before
the holding of the General Meeting, be sent to all the members and the persons entitled to
receive notices of general meetings, in the manners in which notices are to be given as provided
in section 50 of the Ordinance.
62. AUDIT:
Auditors shall be appointed and their duties regulated in accordance with Sections 252- 254 or
256-258 of the Ordinance.
63. NOTICE TO MEMBERS:
Notice shall be given by the company to members and auditors of the company and other
persons entitled to receive notice in accordance with section 50 of the Ordinance.
64. INDEMNITY:
Every officer or agent for the time being of the company may be indemnified out of the assets of
the company against any liability incurred by him in defending any proceedings, whether civil or
criminal, arising out of his dealings in relation to the affairs of the company, except those
brought by the company against him in which judgment is given in his favour or in which he is
acquitted, or in connection with any application under section 488 in which relief is granted to
him by the Court.
65. SECRECY
Every director, secretary, auditor, trustee, member of a committee, officer, servant, agent,
accountant, or other person employed in the business of the Company shall observe strict
secrecy representing all transactions of the Company, and the state of account with individuals
and in matters relating thereto and shall not reveal any of the matters which may come to his
knowledge in the discharge of his duties except when required so to do by the directors or the
Company in general meeting or by a court of law, and except so far as may be necessary in
order to comply with any of the provisions herein contained.
WINDING UP
66. In the case of winding up or dissolution of the Company, any surplus assets or property, after
the satisfaction of all debts and liabilities, shall not be paid or disbursed among the members,
but shall be given or transferred to some other company established under section 42 of the
Companies Ordinance, 1984, having similar or identical objects to those of the Company to be
decided by the members of the Company in their general meeting by a special resolution, and
with the approval of Commissioner of Income Tax under section 61 read with section 2(36) of
the Income Tax Ordinance, 2001, under intimation to the Securities and Exchange
Commission of Pakistan, within three months.
41
67. SUPPLEMENTARY PROVISIONS RELATING TO TAX:
The company shall abide by and adhere to the following rules:
(i) The company shall get its annual accounts audited from a firm of Chartered
Accountants.
(ii) The company shall, in the event of its dissolution, after meeting all liabilities, transfer all
its assets to an Institution, fund, trust, society or organization, which is an approved nonprofit
organization, and intimation of such transfer will be given to Commissioner, Federal
Board of Revenue, within three months of the dissolution.
(iii) The company shall utilize its money, property or income or any part thereof, solely for
promoting its objects.
(iv) The company shall not pay or transfer any portion of its money, property or income,
directly by way of dividend, bonus or profit, to any of its members(s) or the relative or
relatives of member or members.
(v) The company shall maintain its banks accounts with a scheduled bank or in a post office
or national saving organization, National Bank of Pakistan or national commercialized
banks.
(vi) The company shall regularly maintain its books of accounts in accordance with generally
accepted accounting principles and permit their inspection to the interested members
of the public, without any hindrance, at all reasonable times.
(vii) Without prejudice to the powers conferred on the Commission under section 42 of the
Companies Ordinance, 1984, the association shall not change its memorandum and
articles of association without approval of Commissioner, Income Tax, if it has been
approved by him as a non-profit organization.
(viii) The company shall restrict the surpluses or monies validly set apart, excluding
restricted funds, upto twenty five percent (25%) of the total income of the year.
Provided that such surpluses or monies set apart are invested in Government
Securities, a collective investment scheme authorized or registered under the Non-
Banking Finance Companies (Establishment and Regulation) Rules, 2003, mutual
funds, a real estate investment trust approved and authorized under Real Estates
Investment Trust Regulations, 2008 or scheduled banks.
42
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:-
Dated the……………………. day of………………………, 201…
Name and surname
(present & former) in
full (in Block Letters)
NIC No. (in
case of
foreigner,
Passport No)
Father’s/
Husband’s
Name in
full
Nationality (ies)
with any former
Nationality
Occupation Residential
Address in full
Signature
1. AB nnnnn-nnnnnnn-n GH Pakistani Resident
Director,
Household
Appliances
Ltd., Lahore
14-A, Street
No.2, Sadaf
Colony, Quetta.
2. CD nnnnn-nnnnnnn-n IJ Pakistani Advocate -do-
3. ABC Ltd
through
EF.
nnnnn-nnnnnnn-n
KL
Pakistani
Company
Director,
ABC Ltd
House No 176,
Street No.204, F
-10/1, Islamabad
14-A, Street
No.2, Sadaf
Colony, Quetta.
Witness to above signatures
Signature
Full Name (in Block Letters)
Father’s/ Husband’s name
Nationality
Occupation
CNIC NO
Full Address