Articles of Association

Articles U/s. 2(1)

1. Means the articles of association of a company a. As originally framed or b. 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 to Company

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 be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration 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 to that effect in the book of the proceedings of the company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 38(2) The instrument appointing a proxy and the power-of -attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the company not less than forty eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. 44. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not by the Ordinance or any statutory modification thereof for the time being in force, or by these regulations, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Ordinance or to any of these regulations, and such regulations being not inconsistent with the aforesaid provisions, as may be prescribed by the company in general meeting but no regulation made by the company in general meeting shall in-radiate any prior act of the directors which would have been valid if that regulation had not been made. 63 The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. 65. No director shall be paid otherwise than out of profits of the year or any other undistributed profits. 72. The books of accounts shall be kept at the registered office of the company or at such other place as the directors shall think fit and shall be open to inspection by the directors during business hours 75. A balance-sheet, profit and loss account, income and expenditure account and other reports referred to in regulation 74 shall be made out in every year and laid before the company in the annual general meeting made up to a date not more than six months before such meeting. The balance sheet and profit and loss

account or income and expenditure account shall be accompanied by a report of the auditors of the company and the report of directors. 79. (1) A notice may be given by the company to any member either personally or by sending it by post to him to his registered address or (if he has no registered address in Pakistan) to the address if any within Pakistan supplied by him to the company for the giving of notices to him. (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which 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 the company an address within Pakistan for the giving of notices to him, a notice addressed to him or to the shareholders generally and advertised in a newspaper circulating in the neighborhood of the registered office of the company shall be deemed 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 giving the 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 in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignee of the Insolvent or by any like description, at the address (if any) in Pakistan supplied for the purpose by the person 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 the death 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 Company a) Not obligatory b) Adoption of Table A c) Partly framing & partly adoption d) Applicable as if adopted 2) Unlimited Company a) 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 Guarantee a) having share capital i) Shall state amount of share capital with which the company proposes to be registered b) not having share capital c) Shall state the numbers of members with which the company proposes to be registered 4) Company limited by shares a) Articles that do not exclude or modify the regulation in Table A, shall be the regulations

b) If not registered, So far as applicable c) 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 Name o Occupation o Present Name o Nationality o Residential Address o Other particulars as prescribed Dated

Alteration of Articles u/s. 28

A company may alter its articles by a special resolution Subject to o Provisions of this ordinance o 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 Director Shall declare compliance

Registrar
Who, may accept it as sufficient evidence Shall retain and register the memorandum

To remove defects

Refused Memorandum

Authorized Person or subscriber Appeal within 30 days

Registrar (if refusal order passed by additional, deputy, joint registrar)

Commission (if refusal order upheld/passed by registrar An order of commission shall be final and shall not be called in question before any Court or other authority.

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; or o 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 all provisions of o Memorandum o Articles & o Ordinance All money payable by any member to company under Memorandum or Articles shall be a debt 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 a member if o Alteration requires him to take or subscribe for more shares; or o In any way increases his liability to contribute to the share capital; or o To pay money to company In any case where the member agrees in writing either before or after the alteration is made to 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 or articles 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 is incorporated under the Companies Ordinance, 1984. Certificate of Incorporation enables a Company to carry on business activities within the ambit of its Memorandum of Association and not beyond that.