THE COMPANIES ORDINANCE 1984
(XLVII OF 1984)
CONTENTS
(Under EUS Exclusive Style)
PART I
PRELIMINARY
1.
2.
3.
4.
5.
6.
Short title, extent and commencement
Definitions
Meaning of “subsidiary” and “holding company”
Ordinance not to apply to certain corporations
Application of Ordinance to non-trading companies with purely provincial
objects
Ordinance to override memorandum, articles, etc.
PART II
JURISDICTION OF COURTS
7.
8.
9.
10.
Jurisdiction of the Courts
Constitution of Company Benches
Procedure of the Court
Appeals against Court orders
PART III
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
11.
12.
13.
Deleted
Powers and functions of the Commission
Reference by the Federal Government or Commission to the Court
PART IV
INCORPORATION OF COMPANIES AND
MATTERS INCIDENTAL THERETO
14.
Obligation to register certain associations, partnerships, etc. as companies
MEMORANDUM OF ASSOCIATION
15.
16.
17.
18.
19.
20.
Mode of forming a company
Memorandum of company limited by shares
Memorandum of company limited by guarantee
Memorandum of unlimited company
Printing, signature, etc., of memorandum
Restriction on alteration of memorandum
2
21.
22.
23.
24.
25.
Alteration of memorandum
Powers of Commission when confirming alteration
Exercise of discretion by Commission
Procedure on confirmation of the alteration
Effect of failure to register within ninety days
ARTICLES OF ASSOCIATION
26.
27.
28.
Registration of articles
Printing, signature, etc. of articles
Alteration of articles
FORMS OF MEMORANDUM AND ARTICLES
29.
Forms of memorandum and articles
GENERAL PROVISIONS WITH RESPECT TO REGISTRATION OF
MEMORANDUM AND ARTICLES
30.
31.
32.
33.
34.
35.
36.
Registration of memorandum and articles, etc.
Effect of memorandum and articles
Effect of registration
Conclusiveness of certificate of incorporation
Effect of alteration in memorandum or articles
Copies of memorandum and articles to be given to members
Alteration of memorandum or articles to be noted in every copy
PROVISIONS WITH RESPECT TO NAMES OF COMPANIES
37.
38.
39.
40.
41.
Prohibition of certain names
Rectification of name of a company
Change of name by a company
Registration of change of name and effect thereof
Alteration of names on commencement of Ordinance and change of status of
company
ASSOCIATIONS NOT FOR PROFIT
42.
Power to dispense with “Limited” in the name of charitable and other companies
COMPANIES LIMITED BY GUARANTEE
43.
Provision as to companies limited by guarantee
PROVISIONS RELATING TO CONVERSION OF PUBLIC COMPANY
INTO PRIVATE COMPANY AND VICE VERSA AND OTHER MATTERS
44.
45.
Conversion of public company into private company
Prospectus or statement in lieu of prospectus to be filed by private company on
ceasing to be private company
3
46.
Consequence of default in complying with conditions constituting a company a
private company
CARRYING ON BUSINESS WITH LESS THAN THE LEGAL MINIMUM OF
MEMBERS
47.
Liability for carrying on business with less than three or, in the case of a private
company, two members
SERVICE AND AUTHENTICATION OF DOCUMENTS
48.
49.
50.
51.
Service of documents on company
Service of documents on registrar
Service of notice on members, etc.
Authentication of documents and proceedings
PART V
PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES AND
DEBENTURES, DEPOSITS, ETC.
PROSPECTUS
52.
53.
54.
55.
56.
57.
58.
59.
60.
61.
62.
62A.
63.
64.
65.
66.
Prospectus to be dated
Matters to be stated and reports to be set out in prospectus
Expert to be unconnected with formation or management of company
Expert's consent to issue of prospectus containing statement by him
Penalty and interpretation
Approval, issue and registration of prospectus
Terms of contract mentioned in prospectus or statement in lieu of prospectus
not to be varied
Civil liability for misstatements in prospectus
Criminal liability for misstatements in prospectus
Document containing offer of shares or debentures for sale to be deemed
prospectus
Offer of shares or debentures for sale by certain persons
Issue of securities outside Pakistan
Interpretation of provisions relating to prospectus
Newspaper advertisement of prospectus
Construction of references to offering shares or debentures to the public etc.
Penalty for fraudulently inducing persons to invest money
ALLOTMENT
67.
68.
69.
70.
71.
72.
73.
Application for, and allotment of, shares and debentures
Restriction as to allotment
Statement in lieu of prospectus
Effect of irregular allotment
Repayment of money received for shares not allotted
Allotment of shares and debentures to be dealt in on stock exchange
Return as to allotments
4
CERTIFICATE OF SHARES AND DEBENTURES
74.
75.
Limitation of time for issue of certificates
Issue of duplicate certificates
TRANSFER OF SHARES AND DEBENTURES
76.
77.
78.
78A.
79.
80.
81.
Transfer of shares and debentures
Directors not to refuse transfer of shares
Notice of refusal to transfer
Appeal against refusal for registration of transfer
Transfer to successor-in-interest
Transfer to nominee of a deceased member
Transfer by nominee or legal representative
COMMISSION, DISCOUNT, PREMIUM AND REDEEMABLE
PREFERENCES SHARES
82.
83.
84.
85.
Power to pay certain commissions, and prohibition of payment of other
commissions, discounts, etc.
Application of premium received on issue of shares
Power to issue shares at a discount
Redemption of preference shares
FURTHER ISSUE OF CAPITAL
86.
87.
Further issue of capital
Issue of shares in lieu of outstanding balance of any loans, etc.
REGULATION OF DEPOSITS
88.
Deposits not to be invited without issuing an advertisement
PART VI
SHARE CAPITAL AND DEBENTURES
NATURE, NUMBERING AND CERTIFICATE OF SHARES
89.
Nature of shares and certificate of shares
CLASSES AND KINDS OF SHARES
90.
Classes and kinds of shares capital
GENERAL PROVISIONS AS TO SHARE CAPITAL
91.
92.
93.
Only fully paid shares to be issued
Power of company limited by shares to alter its share capital
Notice to register of consolidation of share capital, etc.
5
94.
95.
95A
Notice of increase of share capital or of members
Prohibition of purchase or grant of financial assistance by a company for
purchase of its own or its holding company’s shares
Power of company to purchase its own shares
REDUCTION OF SHARE CAPITAL
96.
97.
98.
99.
100.
101.
102.
103.
104.
105.
106.
107.
Reduction of share capital
Application to Court for confirming order
Addition to name of company of 'and reduce'
Objection by creditors and settlement of list of objecting creditors
Power to dispense with consent of creditor on security being given for his debt
Order confirming reduction
Registration of order and minute of reduction
Minute to form part of memorandum
Liability of members in respect of reduced shares
Penalty on concealment of name of creditor
Publication of reasons for reduction
Increase and reduction of share capital in case of company limited by guarantee
having share capital
VARIATION OF SHAREHOLDER'S RIGHTS
108.
Variation of shareholders' rights
REGISTRATION OF UNLIMITED COMPANY AS LIMITED
109.
110.
Registration of unlimited company as limited
Power of unlimited company to provide for reserve share capital on reregistration
UNLIMITED LIABILITY OF DIRECTORS
111.
112.
Limited company may have directors with unlimited liability
Special resolution of limited company making liability of directors unlimited
SPECIAL PROVISIONS AS TO DEBENTURES
113.
114.
115.
116.
117.
118.
119.
120.
Right of debenture-holder and shareholder to have copies of trust-deed
Debentures not to carry voting rights
Perpetual debentures
Power to re-issue redeemed debentures in certain cases
Specific performance of contract to subscribe for debentures
Payment of certain debts out of assets subject to floating charge in priority to
claims under the charge
Powers and liabilities of trustee
Issue of securities and redeemable capital not based on interest
PART VII
REGISTRATION OF MORTGAGES, CHARGES, ETC.
6
121.
122.
123.
124.
125.
126.
127.
128.
129.
130.
131.
132.
133.
134.
135.
136.
Certain mortgages and charges to be void if not registered
Registration of charges on properties acquired subject to charge
Particulars in case of series of debentures entitling holders pari passu
Particulars in case of commission, etc. on debentures
Register of mortgages and charges
Index to register of mortgages and charges
Certificate of registration
Endorsement of certificate of registration on debenture or certificate of
debenture stock
Duty of company and right of interested party as regards registration
Copy of instrument creating mortgage or charge to be kept at registered office
Rectification of register of mortgages
Registration of payment or satisfaction of mortgages and charges
Power of Registrar to make entries of satisfaction and release in absence of
intimation from company
Penalties
Company's register of mortgages
Right to inspect copies of instruments creating mortgages and charges and
company's register of mortgages
RECEIVERS AND MANAGERS
137.
138.
139.
140.
141.
Registration of appointment of receiver or manager
Filing of accounts of receiver or manager
Disqualification for appointment as receiver or manager
Application to Court
Powers of Court to fix remuneration, etc., of receiver or manager
PART VIII
MANAGEMENT AND ADMINISTRATION
REGISTERED OFFICE, PUBLICATION OF NAMES, ETC
142.
143.
144.
145.
Registered office of company
Publication of name by a limited company
Penalties of non-publication of name
Publication of authorised as well as paid-up-capital
COMMENCEMENT OF BUSINESS BY A PUBLIC COMPANY
146.
Restrictions on commencement of business
REGISTER OF MEMBERS AND DEBENTURE-HOLDERS
147.
148.
149.
150.
151.
152.
Register of members and index
Trusts not to be entered on register
Register and index of debenture-holders
Inspection of registers
Power to close register
Power of Court to rectify register
7
153.
154.
155.
156.
Punishment for fraudulent entries in and omission from register
Notice to register of rectification of register
Register to be evidence
Annual list of members, etc.
MEETINGS AND PROCEEDINGS
157.
158.
159.
160.
160A.
161.
162.
163.
164.
165.
166.
167.
168.
169.
170.
171.
172.
173.
Statutory meeting of company
Annual general meeting
Calling of extra ordinary general meeting
Provisions as to meetings and votes
Circumstances in which proceedings of a General Meeting may be declared
invalid.
Proxies
Representation of corporations at meetings of companies and of creditors
Representation of Federal Government, etc., at meetings of companies
Notice of resolution
Voting to be by show of hands in first instance
Chairman's declaration of result of voting by show of hands to be evidence
Demand for poll
Time of taking poll
Resolution passed at adjourned meeting
Power of registrar to call meetings
Penalty for default in complying with the directions of the registrar for holding
the meeting
Filing of resolution, etc.
Minutes of proceedings of general meetings and directors
DIRECTORS
174.
175.
176.
177.
178.
178A.
179.
180.
181.
182.
183.
184.
185.
186.
187.
188.
189.
190.
191.
192.
193.
Minimum number of directors
Only natural persons to be directors
First directors and their term
Retirement of directors
Procedure for election of directors
Fresh election of directors on request of substantial acquirer
Circumstances in which election of directors may be declared invalid
Term of office of directors
Removal of director
Creditors may nominate directors
Certain provisions not to apply to directors representing special interests
Consent to act as director to be filed with registrar
Validity of acts of directors
Penalties
Ineligibility of certain persons to become director
Vacation of office by the directors
Penalty for unqualified person acting as director, etc.
Ineligibility of bankrupt to act as director, etc.
Restriction on director's remuneration, etc.
Restriction on assignment of office by directors
Proceedings of directors
8
194.
195.
196.
197.
197-A
Liabilities, etc., of directors and officers
Loans to directors, etc.
Powers of directors
Prohibition regarding making of political contributions
Prohibition regarding distribution of gifts
CHIEF EXECUTIVE
198.
199.
200.
201.
202.
203.
204.
204A.
Appointment of first chief executive
Appointment of subsequent chief executive
Terms of appointment of chief executive and filling up of casual vacancy
Restriction on appointment of chief executive
Removal of chief executive
Chief executive not to engage in business competing with company's business
Penalty
Certain companies to have Secretaries
REGISTER OF DIRECTORS AND OTHER OFFICERS
205.
Register of directors, officers, etc.
BAR ON APPOINTMENT OF MANAGING AGENTS, SOLE PURCHASE
AND SALES AGENTS, ETC.
206.
Bar on appointment of managing agents, sole purchase, sales agents, etc.
TERMS OF APPOINTMENT OF MANAGING AGENT
207.
Terms and conditions of appointment of managing agent
MISCELLANEOUS PROVISIONS REGARDING INVESTMENTS,
CONTRACTS, OFFICERS AND SHAREHOLDINGS,
TRADING AND INTERESTS
208.
209.
210.
211.
212.
213.
214.
215.
216.
217.
218.
219.
220.
221.
222.
Investments in associated companies and undertakings
Investments of company to be held in its own name
Form of contract
Bills of exchange and promissory notes
Execution of deeds
Power for company to have official seal for use abroad
Disclosure of interest by director
Interest of other officers, etc.
Interested director not to participate or vote in proceedings of directors
Declaring a director to be lacking fiduciary behaviour
Disclosure to members of directors interest in contract appointing chief
executive, managing agent or secretary
Register of contracts, arrangements and appointments in which directors, etc., are
interested
Register of directors' shareholdings, etc.
Duty of directors, etc. to make disclosure of shareholdings, etc.
Submission of statements of beneficial owners of listed securities
9
223.
224.
225.
226.
227.
228.
229.
Prohibition of short-selling
Trading by directors, officers and principal shareholders
Contracts by agents of company in which company is undisclosed principal
Securities and deposits, etc.
Employees' provident funds and securities
Right to see bank receipts for money or securities
Penalty for contravention of section 226, 227 or 228
ACCOUNTS
230.
231.
232.
233.
234.
234A.
235.
236.
237.
238.
239.
240.
241.
242.
243.
244.
245.
246.
247.
Books of accounts to be kept by the company
Inspection of books of account by registrar, etc.
Default in compliance with provisions of section 231
Annual accounts and balance-sheet
Contents of balance-sheet
Special Audit
Treatment of surplus arising out of revaluation of fixed assets
Directors' report
Consolidated financial statements.
Financial year of holding company and subsidiary
Rights of holding company's representatives and members
Balance-sheet of modaraba company to include modaraba accounts, etc.
Authentication of balance-sheet
Copy of balance-sheet to be forwarded to the registrar
Right of member of company to copies of the balance-sheet, etc. and the
auditor's report
Penalty for improper issue, circulation or publication of balance-sheet or profit
and loss account
Quarterly accounts of listed companies
Power of Commission to require submission of additional statements of accounts
and reports
Rights of debenture-holders, etc., as to receipt and inspection of report, etc.
DIVIDEND AND MANNER AND TIME OF PAYMENT THEREOF
248.
249.
250.
251.
Certain restrictions on declaration of dividends
Dividend to be paid only out of profits
Dividend not to be paid except to registered shareholders or to their order or to
their bankers
Period for payments of dividend
AUDIT
252.
253.
254.
255.
256.
257.
258.
259.
Appointment and remuneration of auditors
Provisions as to resolutions relating to appointment and removal of auditors
Qualification and disqualification of auditors
Powers and duties of auditors
Reading and inspection of auditor's report
Signature on audit report, etc.
Audit of cost accounts
Penalty for non-compliance with provisions by companies
10
260.
Penalty for non-compliance with provisions by auditors
POWER OF REGISTRAR TO CALL FOR INFORMATION, ETC.
261.
262.
Power of registrar to call for information or explanation
Seizure of documents by registrar
INVESTIGATION AND RELATED MATTERS
263.
264.
265.
266.
267.
268.
269.
270.
271.
272.
273.
274.
275.
276.
277.
278.
279.
280.
281.
282.
Investigation of affairs of company on application by members or report by
registrar.
Application by members to be supported by evidence and power to call for
security
Investigation of company's affairs in other cases
Inspector to be a Court for certain purposes
Power of inspectors to carry investigation into affairs of associated companies
Duty of officers, etc., to assist the inspector
Inspector's report
Prosecution
Power of Commission to initiate action against management
Effect of Court's order
No compensation to be payable for annulment or modification of contract
No right to compensation for loss of office
Application for winding up of company or an order under section 290
Proceedings for recovery of damages of property
Expenses of investigation
Inspector's report to be evidence
Imposition of restrictions on shares and debentures and prohibition of transfer
of shares or debentures in certain cases
Saving for legal advisers and bankers
Enquiries and investigations not to be affected by winding up, etc.
Application of sections 261 to 281 to liquidators and foreign companies
PART VIII A
NON-BANKING FINANCE COMPANIES
PROVISIONS AS TO ESTABLISHMENT AND REGULATION OF NONBANKING FINANCE COMPANIES
282A. Application of this Part.
282B. Power to make Rules
282C. Incorporation of NBFCs
282CA. Registration of notified entities
282D. Power to issue directions
282E. Power to remove
282F. Power to supersede Board of Directors
282G. Power to require to furnish information, etc.
282H. Special Audit.
282I. Inquiry by the Commission.
11
282J.
282K.
282L.
282M.
282N.
Penalty for failure, refusal to comply with, or contravention of any provision of
this Part.
Penalty for making false statement, etc.
Procedure for amalgamation of NBFCs.
Punishment and adjudication of fine or penalty.
Rehabilitation of NBFCs and notified entities
PART IX
ARBITRATION, ARRANGEMENTS AND RECONSTRUCTION
ARBITRATION
283.
Powers of companies to refer matters to arbitration
COMPROMISES, ARRANGEMENTS AND RECONSTRUCTION
284.
285.
286.
287.
288.
289.
Power to compromise with creditors and members
Power of Court to enforce compromises and arrangements
Information as to compromises or arrangements with creditors and members
Provisions for facilitating reconstruction and amalgamation of companies
Notice to be given to registrar for applications under section 284 to 287
Power and duty to acquire shares of shareholders dissenting from scheme or
contract
PART X
PREVENTION OF OPPRESSION AND MISMANAGEMENT
290.
291.
292.
293.
294.
295.
296.
Application to Court
Powers of Court under section 290
Interim order
Claim for damages inadmissible
Application of certain sections to proceedings under this Part
Management by Administrator
Rehabilitation of companies owing sick industrial units
PART XI
WINDING UP
PRELIMINARY
297.
298.
299.
300.
301.
302.
303.
Modes of winding up
Liability as contributors of present and past members
Liability of directors whose liability is unlimited
Definition of "contributory"
Nature of liability of contributory
Contributories in case of death of member
Contributory in case of insolvency of member
12
304.
Contributories in case of winding up of a body corporate which is a member
WINDING UP BY COURT
CASES IN WHICH COMPANIES MAY BE WOUND UP BY COURT
305.
306.
Circumstances in which company may be wound up by Court
Company when deemed unable to pay its debts
TRANSFER OF PROCEEDINGS
307.
308.
Transfer of proceedings to other Courts
Withdrawal and transfer of winding up from one Court to another
PETITION FOR WINDING UP
309.
310.
Provisions as to applications for winding up
Right to present winding up petition where company is being wound up
voluntarily or subject to Court's supervision
COMMENCEMENT OF WINDING UP
311.
Commencement of winding up by Court
POWERS OF COURT HEARING APPLICATION
312.
313.
314.
315.
316.
317.
318.
319.
320.
Hearing of winding up petition by the Court
Court may grant injunction
Powers of Court on hearing petition
Copy of winding up order to be filed with registrar
Suits stayed on winding up order
Court may require expeditious disposal of suits, etc.
Effect of winding up order
Power of Court to stay winding up, etc.
Court to have regard to wishes of creditors or Contributories
OFFICIAL LIQUIDATORS
321.
322.
323.
324.
325.
326.
327.
328.
329.
330.
331.
332.
333.
Appointment of official liquidator
Resignation, removal, filling up vacancies, etc., of official liquidator
Remuneration of official liquidator
Style of official liquidator
Appointment and powers of provisional manager
General provisions as to liquidators
Receiver not to be appointed of assets with liquidator
Statement of affairs to be made to official liquidator
Report by official liquidator
Custody of company's property
Committee of inspection in compulsory winding up
Constitution and proceedings of committee of inspection
Powers of official liquidator
13
334.
335.
336.
337.
338.
339.
340.
341.
342.
343.
344.
345.
346.
347.
348.
349.
350.
351.
352.
353.
354.
Discretion of official liquidator
Provision for assistance to official liquidator
Liquidator to keep books containing proceedings of meetings, etc.
Liquidator's account
Exercise and control of liquidator's powers
Settlement of list of Contributors and application of assets
Power to require delivery of property
Power to order payment of debts by contributory
Power of Court to make calls
Power to order payment into bank
Regulation of account with Court
Order on contributory conclusive evidence
Power to exclude creditors not proving in time
Adjustment of rights of Contributors
Power to order costs
Distribution by official liquidator
Dissolution of company
Power to summon persons suspected of having property of company
Power to order public examination of promoters, directors, etc.
Power to arrest absconding contributory
Saving of other proceedings
ENFORCEMENT OF ORDERS
355.
356.
357.
Power to enforce orders
Order made by any Court to be enforced by other Courts
Mode of dealing with orders to be enforced by other Courts
VOLUNTARY WINDING UP
RESOLUTION FOR, AND COMMENCEMENT OF VOLUNTARY
WINDING UP
358.
359.
Circumstances in which company may be wound up voluntarily
Commencement of voluntary winding up
CONSEQUENCES OF VOLUNTARY WINDING UP
360.
361.
Effect of voluntary winding up on status of company
Notice of resolution to wind up voluntarily
DECLARATION OF SOLVENCY
362.
Declaration of solvency in case of proposal to wind up voluntarily
PROVISIONS APPLICABLE TO MEMBERS' VOLUNTARY
WINDING UP
363.
364.
365.
Provisions applicable to members' voluntary winding up
Appointment of liquidators
Power to fill vacancy in office of liquidator
14
366.
367.
368.
369.
370.
371.
Notice of appointment of liquidator to be given to registrar alongwith his
consent
Power of liquidator to accept shares, etc., as consideration for sale of property of
company
Duty of liquidator to call creditors' meeting in case of insolvency
Duty of liquidator to call general meeting at the end of each year
Final meeting and dissolution
Alternative provisions as to annual and final meetings in case of insolvency
PROVISIONS APPLICABLE TO CREDITORS' VOLUNTARY
WINDING UP
372.
373.
374.
375.
376.
377.
378.
379.
380.
381.
382.
Provisions applicable to creditors' voluntary winding up
Meeting of creditors
Notice of resolution passed by creditors' meeting to be given to registrar
Appointment of liquidator
Appointment of committee of inspection
Fixing of liquidator's remuneration
Directors' powers to cease on appointment of liquidator
Power to fill vacancy in office of liquidator
Application of section 367 to a creditor's voluntary winding up
Duty of liquidator to call meeting of company and of creditors at the end of
every year
Final meeting and dissolution
PROVISIONS APPLICABLE TO EVERY VOLUNTARY WINDING UP
383.
384.
385.
386.
387.
388.
389.
390.
391.
392.
393.
394.
395.
Provisions applicable to every voluntary winding up
Accounts and statements to be audited
Distribution of property of company
Application of Sections 328 and 329 to voluntary winding up
Powers and duties of liquidator in voluntary winding up
Power of Court to appoint and remove liquidator in voluntary winding up
Notice by liquidator of his appointment
Arrangement when binding on company and creditors
Powers to apply to Court to have questions determined or powers exercised
Applications of liquidator to Court for public examination of promoters,
directors, etc.
Costs of voluntary winding up
Saving for right of creditors and Contributors
Power of Court to adopt proceedings of voluntary winding up
WINDING UP SUBJECT TO SUPERVISION OF COURT
396.
397.
398.
399.
400.
401.
Power to order winding up subject to supervision
Effect of petition for winding up subject to supervision
Court may have regard to wishes of creditors and Contributors
Power to replace liquidator
Effects of supervisions order
Appointment of voluntary liquidator as official liquidator in certain cases
15
PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP
STATUS OF COMPANIES BEING WOUND UP
402.
Status of companies being wound up, etc.
PROOF AND RANKING OF CLAIMS, ETC.
403.
404.
405.
406.
407.
Debts of all descriptions to be proved
Application of insolvency rules in winding up of insolvent companies
Preferential payments
Avoidance of transfers, etc.
Disclaimer of property
EFFECT OF WINDING UP ON ANTECEDENT AND OTHER
TRANSACTIONS
408.
409.
410.
411.
Fraudulent preference
Liabilities and rights of certain fraudulently preferred persons
Avoidance of certain attachments executions, etc.
Effect of floating charge
OFFENCES ANTECEDENT TO OR IN COURSE OF WINDING UP
412.
413.
414.
415.
416.
417.
418.
419.
420.
Power of Court to assess damages against delinquent directors, etc.
Liability for fraudulent conduct of business
Liability under sections 412 and 413 to extend to partners or directors in firm or
body corporate
Penalty for fraud by officers of companies which have gone into liquidation
Liability where proper accounts not kept
Penalty for falsification of books
Prosecution of delinquent directors
Penalty for false evidence
Penal provisions
SUPPLEMENTARY PROVISIONS AS TO WINDING UP
421.
422.
423.
424.
425.
426.
427.
428.
429.
430.
431.
432.
433.
Liquidator to exercise certain powers subject to sanction
Meetings to ascertain wishes of creditors or contributories
Documents of company to be evidence
Summary disposal of certain suits by liquidators
Limitation
Court-fees
Inspection of documents
Disposal of books and papers of company
Power of Court to declare dissolution of company void
Information as to pending liquidators
Payments by liquidator into bank
Unclaimed dividends and undistributed assets to be paid by Companies
Liquidation Account
Books of accounts and other proceedings to be kept by liquidators
16
434.
435.
436.
437.
Application of provisions relating to audit
Enforcement of duty of liquidator to make return, etc.
Notification that a company is in liquidation
Court or person before whom affidavit may be sworn
COURT RULES
438.
Power to make rules 281
REMOVAL OF DEFUNCT COMPANIES FROM REGISTER
439.
Registrar may strike defunct company off register
PART XII
APPLICATION OF ORDINANCE TO COMPANIES FORMED AND
REGISTERED UNDER PREVIOUS COMPANIES ACTS
440.
441.
442.
Applications of Ordinance to companies formed and registered under previous
Companies Acts
Applications of Ordinance to companies registered but not formed under
previous Companies Acts
Applications of Ordinance to unlimited companies registered under previous
Companies Acts
PART XIII
WINDING UP OF UNREGISTERED COMPANIES
443.
444.
445.
446.
447.
448.
449.
Meaning of "unregistered company"
Winding up of unregistered companies
Contributories in winding up of unregistered companies
Power to stay or restrain proceedings
Suits stayed on winding up order
Directions as to property in certain cases
Provisions of this part cumulative
PART XIV
COMPANIES ESTABLISHED OUTSIDE PAKISTAN
PROVISIONS AS TO ESTABLISHMENT OF PLACES OF BUSINESS OF
PAKISTAN
450.
451.
452.
453.
454.
455.
Application of this Part to foreign companies
Documents to be delivered to registrar by foreign companies
Return to be delivered to registrar by foreign companies whose documents, etc.,
altered
Accounts of foreign companies
Certain obligations of foreign companies
Service on foreign company
17
456.
457.
458.
459.
460.
Company's failure to comply with this Part not to affect its liability under
contracts, etc.
Provisions relating to names, enquiries, etc., to apply to foreign companies
Intimation of ceasing to have place of business to be given
Penalties
Interpretation of provisions of this Part
PROSPECTUS
461.
462.
Issue of prospectus
Restriction on canvassing for sale of securities
REGISTRATION OF CHARGES, ETC.
463.
464.
Registration of charges
Notice of appointment of receiver
NOTICE OF LIQUIDATION
465.
Notice of liquidation, etc.
PART XV
REGISTRATION OFFICERS AND FEES
466.
467.
468.
469.
470.
471.
472.
473.
Registration offices
Production of documents kept by registrar, etc.
Registrar not to accept defective documents
Acceptance of documents presented after prescribed time
Fees
Power of the Federal Government to prescribe fees chargeable by companies
Enforcing compliance with provisions of Ordinance
Power of Court, etc., trying offences under Ordinance to direct compliance with
the provisions
PART XVI
GENERAL
LEGAL PROCEEDINGS, OFFENCES, ETC.
474.
475.
476.
477.
478.
479.
480.
481.
482.
483.
Cognizance of offences, etc.
Offences to be non-cognizable
Punishment and adjudication of fine or penalty
Appeal and revision
Powers of the Federal Government, etc., in relation to enquiries and proceedings
Procedure for the trial of a corporate body
Power of Federal Government to appoint company prosecutors
Appeal against acquittal
Payment of compensation in cases of frivolous or vexatious prosecuting
Application of fines
18
484.
485.
486.
487.
488.
489.
490.
491.
492.
493.
494.
495.
496.
497.
498.
Revision and review
Appeals against orders, etc.
Production and inspection of books where offence suspected
Power to require limited company to give security for costs
Power of Court, etc., to grant relief in certain cases
Enforcement of orders of Court
Enforcement of order of Court by other Courts
Protection of acts done in good faith
Penalty for false statement
Penalty for wrongful withholding of property
Liability of directors for allotment of shares for inadequate consideration
Punishment for non-compliance of directive of Court, etc.
Penalty for carrying on ultra virus business
Penalty for improper of word “Limited”
Penalty where no specific penalty is provided elsewhere in the Ordinance
POWER TO ACCORD APPROVAL, ETC. SUBJECT TO CONDITIONS
499.
Power to accord approval subject to conditions
ANNUAL REPORT ON ADMINISTRATION OF THE ORDINANCE
500.
Annual Report by Commission
DELEGATION OF POWERS
501.
Delegation of powers
ADVISORY COMMITTEE
502.
Advisory Committee
APPLICATION OF ORDINANCE TO COMPANIES GOVERNED
BY SPECIAL ENACTMENTS
503.
Application of Ordinance to companies governed by special enactments
SCHEDULES, TABLES, FORMS AND GENERAL RULES
504.
505.
506.
507.
Forms
Power of the Federal Government to alter schedules
Power of the Federal Government to make rules
Power of the Federal Government to permit use of Urdu words or abbreviations
REPEAL, SAVINGS, ETC.
508.
509.
510.
511.
512.
Repeal of laws and savings
Amendment of Ordinance, XVII of 1969
Savings
Former registration offices, registers and registrars continued
Construction of references to extraordinary resolution in articles, etc.
19
513.
514.
Traditional provisions
Removal of difficulties
SCHEDULES
FIRST SCHEDULE
Table A
Regulation for Management of a Company Limited by Shares
Table B
Memorandum of association of company limited by shares
Table C
Memorandum and articles of association of a company limited by
guarantee and not having a share capital
Table D
Memorandum and articles of association of a company limited by
guarantee and having a share capital
Table E
Memorandum and articles of association of an unlimited company having
a share capital
Table F
Repealed
SECOND SCHEDULE
Part I
Matters to be specified in prospectus and reports to be set out therein
Part II
Form of statement in lieu of prospectus to be delivered to registrar by a company which
does not issue a prospectus or which does not go to allotment on a prospectus issued,
and reports to be set out therein
Part III
Form of statement in lieu of prospectus to be delivered to registrar by a private company
on becoming a public company and reports to be set out therein
THIRD SCHEDULE
Form A
Annual return of company having share capital
Form B
Annual return of company not having share capital
FOURTH SCHEDULE
Requirements as to balance sheet and profit and loss account of listed companies
FIFTH SCHEDULE
20
Requirements as to balance sheet and profit and loss account of non-listed companies
SIXTH SCHEDULE
Table of fees to be paid to the registrar, the Commission and the Federal Government
SEVENTH SCHEDULE
Enactments repealed
EIGHTH SCHEDULE
Amendment of Ordinance. XVII of 1969
**…*…**