4 clsp memorandum

7/31/2019 4 CLSP Memorandum

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Memorandum

Requirements of Memorandum u/s 19(1)

Printed Divided into paragraphs numbered consecutively Attested in presence of witness Signed by each subscriber , who shall add

o His Present name (Full)o Occupationo Fathers Name or Husbands Name (Full)o Nationalityo Dated, ando As Prescribed1

Forms of Memorandum & Articles u/s 29

COMPANY MEMORANDUM ARTICLES FORM

Limited by Shares Table A & B 1st

Schedule

Limited by Guarantee & not

having Share Capital Table C 1

st

Schedule

Limited by guarantee & having

Share Capital Table D 1

st

Schedule

Unlimited Company having Share

Capital Table E 1

st

Schedule

Contents of Memorandum (Summary)

Limited by Shares Limited by Guarantee Unlimited Company

N R O L -A -

Restriction on Alteration of Memorandum u/s 20A company shall not alter the conditions contained in its memorandum except in the cases and

in the mode and to the extent specified in this Ordinance.

1Prescribed: Means

a) As respects the provisions of this Ordinance relating to the winding up of companies and other mattersrequiring to be determined or decided by the Court, prescribed by rules made by the Supreme Court in

consultation with the High Courts or, where the Supreme Court advises the Federal Government to do so,

by the Federal Government in consultation with the High courts; and

b) As respects the other provisions of this Ordinance, prescribed by rules or regulations made by the FederalGovernment or the Commission as the case may be after previous publication in the official Gazette;


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Limitations as to Alteration u/s 21

a) Special Resolutiona. General Meetingb. Notice of Meetingc. Form 26 Special Resolution

b) Approval of Commissiona. Documentsb. Petition to Commission

c) Alteration with respect toa. Registered Officeb. Objects of the Company so far as may be required to enable it-

i. To carry on its business more economically or more efficiently; orii. To attain its main purpose by new or improved means; or

iii. To enlarge or change the local area of its operations; oriv. To carry on some business, not being a business specified in its

memorandum, which may conveniently or advantageously be combined

with the business of the company; or

v.

To restrict or abandon any of the objects specified in the memorandum;or

vi. To sell or dispose of the whole or any part of the undertaking of thecompany; or

vii. To amalgamate with any other company or body of persons.Rule 3: Application for Confirmation of alteration of memorandum u/s21.

1. Application Particularsa. Name and addressb. Number and date of incorporationc. Subscribed and paid up capitald. Reasons for the proposed Alteration (Clause, Existing, Proposed, Reason)

2. Along witha. Copy of Memorandum & articlesb. Copy of the Special Resolutionc. Minutes of Meeting at which special resolution was adoptedd. Pattern of holding of its shares Form 34

Reasons for Making Alteration in Memorandum

to carry on business, not being a business specified in its memorandum to enlarge or change the local area of operations to carry on its business more economically or more efficiently to attain its main business purpose by new or improved means to restrict or abandon any of the objects specified in the memorandum to sell or dispose of the whole or any part of the undertaking of the company to amalgamate with any other company or body of persons


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Certified Copy of Order Confirming Alteration Printed co of Memorandum Altered Registrar

Certify

Registration of Alteration Compliance of all the requirements of

Ordinance

Memorandum altered is the memorandumof the Company.

Failure to Register u/s 25

No such alteration shall haveany operation until registration

Such alteration and allproceedings connected

therewith shall become null and

void.

Provided, Commission mayrevive the order or alteration on application made within a

further period of 90 days.

Within 90 days of Order (SECP

may extend the time for filing)

Procedure for Confirmation of Alteration of Memorandumu/s 24

Alteration of Name in Memorandum

Board Resolution Availability of Name, subject to Section 372 Extraordinary General Meeting (EOGM) Notice Special Resolution Issuance of New/Amended Certificate of Incorporation Filing of Amended Copy of Memorandum Effect is required to be given Former name to be continued along with new name at least for 1 year.

Rectification of Name u/s 38:

A company which is registered by a name in contravention of the provision of section 37

(Prohibition of Certain Names);

With approval of the registrar change its name; and2Section 37: Prohibition of Certain Names

1) Inappropriate or deceptive or designed to exploit or offend the religious susceptibilities of people, in the opinion ofcommission

2) Name identical or resembling with existing company3) No company shall be registered by a name which contains any words suggesting or calculating to suggest;

Patronage to Pakistani or Foreign Head of State; Any connection with government or authority Any connection with any Corporation under Federal or Provincial law Patronage of any foreign Government or any international organization

4) Decision of Commission shall be final whenever question arises as to whether or not the name of a company is inviolation of the foregoing provisions of this section.

5)

No company other than a banking company is allowed to use the word bank or other derivative


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If the registrar directso change its name with the approval of registraro Within 30 days of receipt of direction.

Change of Name by a Company u/s 39

1. A company may change its namea. By special resolution &b. Approval of registrar

2. No approval shall be required (on conversion) wherea. Addition of Private in name; orb. Deletion of Private from name

Registration of Change of Name and effect thereof u/s 40

1. The registrar shall enter the new name on the register in place of former name2. Issue a Certificate of Incorporation altered3. Company shall for a period of one year (from the date of issue of a Certificate) continue

to mention its former name along with its new name. u/s. 40(2)

4. Provided addition or deletion of the parenthesis and word (Private) from the name ofa company shall not be deemed to be a change of name for the purposes ofsection40(2).

5. The change of name shall not affecto Any rights or obligations of the companyo Render defective any legal proceedings3 by or against the company

Application against refusal of Name

If application for the availability of a proposed company name is refused by the concerned

registrar for any reason and the applicant feel aggrieved by his decision, he can file an

application for review of the said decision with the Registrar of Companies, Headquarters,

Islamabad.

The application for review must be supported by reasons for review of the decision and should

be accompanied by the following documents

1. Deposited Bank Challan for application fee2. Copy of decision letter by concerned Registrar.3. Affidavit

Alteration of Names on Commencement of Ordinance and change ofstatus of company: u/s. 41

1. As from date of commencement of this Ordinance

Company Include in its name before the last word LimitedPrivate Company (Private)

Company Limited

by Guarantee

(Guarantee)

and in the Memorandum of Association, the

certificate of Incorporation and other books and

papers shall be deemed to be altered accordingly

from that date

2. On Conversion of Public Company to Private Companya. Registrar shall add (Private) before the word Limited; andb. Issue a certificate

3. On Conversion of Private Company to Public Company3

Proceeding: Hearing of case by court


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a. Registrar shall omit (Private) before the word Limited; andb. Issue a certificate

Alteration of Capital in Memorandum

Ordinary Resolution Filing of Form 7 Notice of Change in Capital Payment of Differential fees Filing of amended copy of

o Memorandum &o Articles

General MeetingPower of Company Limited by Shares to alter its Share Capital: U/s 92

If authorized by its articles, may alter the conditions of its memorandum, throughordinary resolution in General Meeting, so as to

o Increase its Share Capitalo Consolidate and divide the whole or any part of its share capital into share of

larger amount

o Sub divide its shares, or any of them in smaller amountso Cancel shares and diminish the amount of share capital by amount of shares so

cancelled at the date of the passing of the resolution

In the event of consolidation or sub-division, rights attaching shall be strictlyproportional.

Rights attached to new same class of shares issued shall be the same as those attachingto shares previously held.

New shares issued shall rankpari passu4 with existing shares of the class Notwithstanding

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. Where the authorized capital of a company is fully subscribed,or the unsubscribed capital is insufficient, the same shall be deemed to have been

increased to the extent necessary for issue of share in pursuance of any obligation of the

company.

Cancellation of shares shall not be deemed to be a reduction of share Capital File notice with registrar within 15 days from exercise thereof.

Form 6: Notice of consolidation, Division or sub-division of Shares

Incorporation Number Date of passing of special Resolution Notice for

o Consolidation & divisiono Sub divisiono Cancellation

Existing share Capital Consolidated /Divided Shares Sub division of shares Cancellation of shares New Share Capital

4pari passu: At par5

Notwithstanding: Regardless


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Notice to Registrar of Consolidation of Share Capital u/s 93

Company having share capital which has consolidated and divided its share capital into share

of larger amount shall within 15 days of consolidation & division file notice with the registrar

92(3A)Notwithstanding anything contained in this Ordinance or any other law for the

time being in force or the memorandum and articles, where the authorised capital of a

company is fully subscribed, or the un-subscribed capital is insufficient, the same shallbe deemed to have been increased to the extent necessary for issue of shares to a

scheduled bank or financial institution in pursuance of any obligation of the company to

issue shares to such scheduled bank or financial institution.

Notice of Increase of Share Capital or of Members u/s 94

1. Resolution2. File with registrar, within 15 days a Notice

a. Form 7; orb. Form 8

3.

Failure of Company to Notify registrara. u/s. 92(3A) the Scheduled bank or financial institution may file notice suchincrease in authorized capital; or

b. Liable to a fine up to Rs.100 for ever day during which default continues.Form 7 Notice of Increase in Nominal Share Capital

Amount payable on capital as increased Amount payable on Capital immediately before increase Difference in above amounts Ordinary/special Resolution Date Increase in authorized capital Conditions for issue of new shares

Form 8 Notice of Increase in Number of Members

Amount payable with reference to number of members as increased Amount which would have been payable . . And difference in amounts Ordinary/Special Resolution date Existing number of members Addition in number of members New number of members