The Securities and Exchange Commission of Pakistan (SECP) has further tightened regulations for the registration of foreign companies operating in Pakistan.
The SECP issued S.R.O. 468 (I)/2023 to introduce draft amendments to the Companies (Incorporation) Regulations, 2017 on Tuesday.
Through another S.R.O. 472 (I)/2023, the SECP has made draft amendments to Foreign Companies Regulations, 2018 for the certification of documents required to be filed by foreign companies.
According to the revised regulations for foreign companies, in case the subscriber is a foreign company or a foreign body corporate, the registrar shall require additional information including but not limited to, the profile of the foreign company or foreign body corporate, detail of its directors, their nationality and country of origin, copy of its charter, statute or memorandum and articles, etc.
Provided that the copy of any charter, statute, memorandum, articles, or other instruments, constituting or defining the constitution of a foreign company or a foreign body corporate required to be filed with the registrar shall be duly:
- Certified to be a true copy by the public officer in the country where the foreign company or foreign body corporate is incorporated to whose custody the original is committed;
- Certified to be a true copy by a Notary public of the country where the foreign company or foreign body corporate is incorporated; or
- Certified to be a true copy by an affidavit of a responsible officer of the foreign company or foreign body corporate in the country where the company is incorporated; or
- Apostilled by the designated competent authority of the state of origin of the foreign public document, who has acceded to the Hague Convention abolishing the requirement of Legalisation for foreign public documents (Apostille Convention) of 1961 and such state is also recognized by the Government of Pakistan for receiving of apostilled documents: Provided further that the signature and seal of the official referred to in clause (i) or the certificate of the Notary Public referred to in clause (ii) above shall be authenticated by a Pakistan diplomatic consular or consulate officer and the certificate of the officer of the foreign company or foreign body corporate referred to in clause (iii) above shall be signed before a Pakistan diplomatic consular or consulate officer, SECP added.
Under the S.R.O. 472 (I)/2023 issued by the SECP, the certification of documents is required to be filed by foreign companies.
In this regard, a copy of any charter, statute, memorandum, article, or another instrument, constituting or defining the constitution of a foreign company is required to be filed with the registrar under clause (a) of sub-section (1) of section 435 and 436 and any other document required to be filed under Part XII of the Act and these regulations, shall be duly:
- Certified to be a true copy by the public officer in the country where the company is incorporated to whose custody the original is committed; or
- Certified to be a true copy by a Notary public of the country where the company is incorporated; or
- Certified to be a true copy by an affidavit of an authorized officer of the company duly authorized in the country where the company is incorporated; or
- Apostilled by the designated competent authority of the state of origin of the foreign public document, who have acceded to the Hague Convention abolishing the requirement of Legalisation for foreign public documents (Apostille Convention) of 1961 and such state is also recognized by the Government of Pakistan for receiving of apostilled documents, SECP revised regulations added.
