The foreign companies operating in Pakistan would be required to maintain records of their ultimate beneficial owners for submission to the Securities and Exchange Commission of Pakistan (SECP).
The SECP has introduced provisions relating to foreign companies in the Companies Regulations, 2024 which has repealed Companies (Incorporation) Regulations, 2017.
Under the new provisions for foreign companies, the “ultimate beneficial owner” means a natural person who ultimately owns or controls a foreign company, whether directly or indirectly, through at least 25 percent of shares or voting rights or by exercising effective control in that company through other means. ‘Control through other means’ may be exercised through a chain of ownership or through close relatives or associates having significant influence or control over the finances or decisions of the foreign company.
In case of a member of a foreign company holding at least 25 percent of the shares, voting rights, or controlling interest in the foreign company on behalf of some other person, following additional particulars of the ultimate beneficial owner(s) shall be obtained, maintained and duly updated by the foreign company:
- Name of the member of the foreign company not having a beneficial interest in the foreign company;
- Name of the natural person who is the ultimate beneficial owner of the foreign company;
- Father’s name/Spouse’s Name; NIC/NICOP/ Passport no. along with the date of issue; nationality; country of origin; usual residential address; email address.
In case of indirect shareholding or control, the following particulars of legal persons or legal arrangements through whom shareholding, interest, or control is exercised in the chain of ownership or control:
- Name of the entity;
- Legal form [Company/LLP/Partnership Firm/Trust/Any other body corporate (to be specified)];
- Date of incorporation/ registration;
- Name of registration authority; Business Address; country; email address;
- Percentage of shareholding, control, or interest of UBO in the legal person or legal arrangement;
- Percentage of shareholding, control, or interest of the legal person or legal arrangement in the foreign company and identity of the natural person who ultimately owns or controls the legal person or arrangement, regulations for the foreign companies added.
