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Introduction
1.1.1. Company
A company is an association or collection of individuals, whether natural
persons, legal persons, or a mixture of both. Company members share a common purpose
and unite in order to focus their various talents and organize their collectively available
skills or resources to achieve specific, declared goals.
Companies take various forms such as:
shareholders cannot sell or transfer their shares without offering them first to
other shareholders for purchase
shareholders cannot offer their shares to the general public over a stock
exchange, and
the number of shareholders cannot exceed a fixed figure (Commonly 50)
Companies ordinance defined certain conditions for public limited companies which are as
under:
2. Stages of Formation
Companies remain the most favored form of business organizations in Pakistan
especially for medium and large-scale business enterprises. Legal regime for establishment
and regulation of companies in Pakistan is given in the Companies Ordinance, 1984.
Whereas the function of administration of these companies is vested in the Securities and
Exchange Commission of Pakistan and the Registrar of Companies appointed by the Securities
and Exchange Commission of Pakistan for a Province of Pakistan where such company is to be
registered.
Securities and Exchange Commission of Pakistan (SECP) established under the
Securities and Exchange Commission of Pakistan Act 1997 was operationalized as a body
Corporate on 1st January 1999. SECP replaced Corporate Law Authority, the former
corporate regulatory body. It has been vested with adequate operational, administrative and
financial autonomy.
The SECPs head office is at the Federal Capital, Islamabad and it has eight
regional offices (Company Registration Offices), one at Federal Capital, four at provincial
capitals and three in other major cities i.e. Multan, Faisalabad and Sukkur.
Stages for the formation of a Company are as follows:
1) Search for the Company Name Availability
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2)
3)
4)
5)
search
https://eservices.secp.gov.pk/eServices/NameSearch.jsp
Any person can check the availability of a proposed company name i.e., whether the
company name is available for registration or otherwise by simply searching the desired name
through the facility, before actually applying for a company name.
According to section 37
The proposed company name shall not be identical or have close resemblance with any
other company in the index
The proposed name should not be inappropriate, deceptive, or designed to exploit or
offend the religion of the people
Following guidelines must be kept in mind to avoid applying for identical names:
A name is not distinguishable by the presence of absence of words such as The, AL,
New, and Modern.
A word in the plural form will be regarded as being identical to a word in singular form
and vice versa e.g. industry and industries would be regardes as being identical
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He will issue a certificate of incorporation which is conclusive evidence that all the
requirements of the Ordinance in respect of registration have been compiled with. The
certificate of incorporation provides evidence that the company is incorporated under the
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Companies Ordinance 1984. It enables a company to carry on business activities within the
ambit of its Memorandum and not beyond that.
of companies. Articles are public documents and may be inspected by anyone (usually on
payment of a fee) either at the premises of the organization and/or at the registrar's office.
Lenders to the organization take special interest in its provisions that impose a ceiling on the
borrowings beyond which the organization's management must get shareholders' approval before
taking on more debt. The usual American term is articles of incorporation.
3.1.3. Prospectus
A prospectus, in finance, is a disclosure document that describes a financial security
for potential buyers. It commonly provides investors with material information about mutual
funds, stocks, bonds and other investments, such as a description of the company's business,
financial statements, biographies of officers and directors, detailed information about their
compensation, any litigation that is taking place, a list of material properties and any other
material information. In the context of an individual securities offering, such as an initial public
offering, a prospectus is distributed by underwriters or brokerages to potential investors.
There are two types of prospectuses for stocks and bonds: preliminary and final. The
preliminary prospectus is the first offering document provided by a securities issuer and includes
most of the details of the business and transaction in question. Some lettering on the front cover is
printed in red, which results in the use of the nickname "red herring" for this document. The final
prospectus is printed after the deal has been made effective and can be offered for sale, and
supersedes the preliminary prospectus. It contains finalized background information including
such details as the exact number of shares/certificates issued and the precise offering price.
In the case of mutual funds, which, apart from their initial share offering, continuously
offer shares for sale to the public, the prospectus used is a final prospectus. A fund prospectus
contains details on its objectives, investment strategies, risks, performance, distribution policy,
fees and expenses, and fund management.
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