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Articles of Association

Articles U/s. 2(1)

1. Means the articles of association of a companya. As originally framed orb. As altered (accordance with provisions of any previous or this ordinance)

2. Including, the regulation contained in Table A in 1st Schedule so far as they apply toCompany

Restriction on Alteration of Articles

Following Clauses in Table A cannot be altered

29, 38(2), 44, 63, 65, 72, 75, 79, 80, 81, 82

29. At any general meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a poll is (before or on the declaration of theresult of the show of hands) demanded. Unless a poll is so demanded, adeclaration 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 tothat effect in the book of the proceedings of the company shall be conclusiveevidence of the fact, without proof of the number or proportion of the votesrecorded in favour of, or against, that resolution.38(2) The instrument appointing a proxy and the power-of -attorney or otherauthority (if any) under which it is signed, or a notarially certified copy of that poweror authority, shall be deposited at the registered office of the company not lessthan forty eight hours before the time for holding the meeting at which the personnamed in the instrument proposes to vote and in default the instrument of proxyshall not be treated as valid.

44. The business of the company shall be managed by the directors, who may payall expenses incurred in promoting and registering the company, and may exerciseall such powers of the company as are not by the Ordinance or any statutorymodification thereof for the time being in force, or by these regulations, required tobe exercised by the company in general meeting, subject nevertheless to theprovisions of the Ordinance or to any of these regulations, and such regulationsbeing not inconsistent with the aforesaid provisions, as may be prescribed by thecompany in general meeting but no regulation made by the company in generalmeeting shall in-radiate any prior act of the directors which would have been validif that regulation had not been made.63 The company in general meeting may declare dividends but no dividend shallexceed the amount recommended by the directors.65. No director shall be paid otherwise than out of profits of the year or any otherundistributed profits.72. The books of accounts shall be kept at the registered office of the company orat such other place as the directors shall think fit and shall be open to inspection bythe directors during business hours75. A balance-sheet, profit and loss account, income and expenditure account andother reports referred to in regulation 74 shall be made out in every year and laidbefore the company in the annual general meeting made up to a date not morethan six months before such meeting. The balance sheet and profit and loss

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account or income and expenditure account shall be accompanied by a report ofthe auditors of the company and the report of directors.79. (1) A notice may be given by the company to any member either personally orby sending it by post to him to his registered address or (if he has no registeredaddress in Pakistan) to the address if any within Pakistan supplied by him to thecompany for the giving of notices to him.(2) Where a notice is sent by post, service of the notice shall be deemed to beeffected by properly addressing, prepaying and posting a letter containing thenotice and, unless the contrary is proved, to have been effected at the time atwhich the letter would be delivered in the ordinance course of post.80. If a member has no registered address in Pakistan, and has not supplied to thecompany an address within Pakistan for the giving of notices to him, a noticeaddressed to him or to the shareholders generally and advertised in a newspapercirculating in the neighborhood of the registered office of the company shall bedeemed to be duly given to him on the day on which the advertisement appears.81. A notice may be given by the company to the joint-holders of a share by givingthe notice to the joint-holder named first in the register in respect of the share.

82. A notice may be given by the company to the persons entitled to a share inconsequence of the death or insolvency of a member by sending it through thepost in a prepaid letter addressed to them by name, or by the title ofrepresentatives of the deceased, or assignee of the Insolvent or by any likedescription, at the address (if any) in Pakistan supplied for the purpose by theperson claiming to be so entitled, or (until such an address has been so supplied)by giving the notice in any manner in which the same might have been given if thedeath or insolvency had not occurred.

Remember, Maximum joint holders of a share is 4

Registration of Articles u/s. 26 Company limited by shares; Company limited by Guarantee; or Unlimited Company shall be registered with memorandum, articles signed by subscribers to

memorandum.

Framing of Articles

1) Public Companya) Not obligatoryb) Adoption of Table Ac) Partly framing & partly adoptiond) Applicable as if adopted

2) Unlimited Companya) State amount of share capital with which company proposes to be registered b) State number of members with which company proposes to be registered

3) Company limited by Guaranteea) having share capital

i) Shall state amount of share capital with which the company proposes to be registeredb) not having share capitalc) Shall state the numbers of members with which the company proposes to be registered

4) Company limited by sharesa) Articles that do not exclude or modify the regulation in Table A, shall be the regulations

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b) If not registered, So far as applicablec) Duly contained and registered.

Remember,

Articles may adopt all or any of regulations in Table A Articles shall be explicit & without ambiguity (doubt) and without prejudice to generality

Requirements for Articles u/s. 27 Printed Divided in paragraphs numbered consecutively Signed by Subscriber

o Parents Nameo Occupationo Present Nameo Nationalityo Residential Addresso Other particulars as prescribed

DatedAlteration of Articles u/s. 28

A company may alter its articles by a special resolution Subject to

o Provisions of this ordinanceo Conditions contained in Memorandum (How far they allow? Or Do they allow)

General provisions with respect to Registration of Memorandum &Articles u/s. 30

(Filed with registrar)

Prescribed Person; or Person named in

Articles as DirectorShall declare compliance Registrar

Who, may accept it as

sufficient evidence

Shall retain and register

the memorandum

Refused

Memorandum

Authorized Person or

subscriber

Appeal within 30 days

Registrar (if refusalorder passed byadditional, deputy,

joint registrar)

Commission (if refusal order upheld/passed by registrar

To remove defects

An order of commission shall be final and shall not be called in question before any Court or

other authority.

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Effect of Registration u/s. 32

From the date of Incorporation in Certificate of Incorporation

Subscribers, other persons becoming members shall be Body Corporate Perpetual Succession Common Seal Liability on part of members to contribute in the event of winding up Upon registration, Registrar shall certify Incorporation of Company as

o Limited by shares; oro Limited by Guarantee

Effect of Memorandum and Articles u/s. 31

Binds the company and members to the same extent to observe and be bound by allprovisions of

o Memorandumo Articles &o Ordinance

All money payable by any member to company under Memorandum or Articles shall be adebt due from him to Company.

Copies of Memorandum and articles to be given to members, at his (members)request within 14 days of request with prescribed amount fixed by Company. [35(1)]

Effect of Alteration in Memorandum or Articles u/s. 34

No member shall be bound by an alteration made after the date on which he becomes amember if

o Alteration requires him to take or subscribe for more shares; oro In any way increases his liability to contribute to the share capital; oro To pay money to company

In any case where the member agrees in writing either before or after the alteration is madeto be bound thereby

Alteration of Memorandum or Articles to be noted in every copy u/s. 36

Every copy issued after the date of the alteration shall conform to the memorandum orarticles as so altered (updated)

Conclusiveness of Certificate of Incorporation u/s. 33

A certificate incorporation shall be conclusive evidence that all the requirements of Ordinance in

respect of registration and of matter precedent and incidental thereto have been complied with; and

Company is authorized to be registered and duly registered.

Interpretation for the Certificate of Incorporation

The certificate of Incorporation issued by the SECP provided evidence that the company isincorporated under the Companies Ordinance, 1984.

Certificate of Incorporation enables a Company to carry on business activities within theambit of its Memorandum of Association and not beyond that.