Under the Companies Act 2017, a foreign company can establish and operate in Pakistan by adhering to the provisions set out in Part XII of the Act. The steps involved in this process are as follows:
- Application of the Act to Foreign Companies: This part of the Act applies to all companies incorporated or formed outside Pakistan that establish a place of business within Pakistan after the commencement of the Act. It also applies to those that had established a place of business in Pakistan before the Act commenced and continue to operate in Pakistan.
- Documents to be Delivered to the Registrar: Within thirty days of establishing a place of business or commencing business activities in Pakistan, a foreign company must deliver the following documents to the registrar:
- A certified copy of the charter, statute, or memorandum and articles of the company, or other instruments constituting or defining the constitution of the company, along with a certified translation if the document is not in English or Urdu.
- The full address of the registered or principal office of the company.
- A list of directors, the chief executive, and the secretary of the company.
- A return showing the full present and former names and surnames, father’s name, present and former nationality, designation, and full address in Pakistan of the principal officer of the company.
- The full names and addresses of one or more persons resident in Pakistan authorised to accept service of process and any notice or document on behalf of the company.
- The full address of the company’s principal place of business in Pakistan.
- Alteration in Documents: If any alteration is made to the documents referred to above, the company must deliver a return to the registrar within thirty days of the alteration, containing the particulars of the alteration and the consent of the new person authorised to accept service of process if there is a change in such persons.
- Accounts of Foreign Companies: Every foreign company must annually file with the registrar:
- Copies of its financial statements, audited by a person specified, containing particulars as required under the Act.
- Copies of the annual statement of financial position and profit and loss accounts filed with the public authority in the country of incorporation, with a certified translation in English if required.
- Certain Obligations of Foreign Companies: Foreign companies must:
- Maintain a register of Pakistani members and debenture-holders, directors, and officers at its principal place of business in Pakistan.
- State the country of incorporation in every prospectus inviting subscriptions for shares or debentures in Pakistan.
- Display the company’s name and the country of incorporation on the outside of every place where it carries on business in Pakistan.
- Include the company’s name and the country of incorporation on all bill-heads, letter papers, notices, advertisements, and other official publications in Pakistan.
- Indicate the limited liability of its members in all relevant documents and publications if the liability of its members is limited.
- Service on Foreign Companies: Any process, notice, or document required to be served on a foreign company shall be deemed sufficiently served if addressed to any authorised person and delivered to the address filed with the registrar. In case of default, it may be served at any place of business established by the company in Pakistan.
- Penalties for Non-Compliance: Failure to comply with any provisions of this Part, except for specific sections, results in penalties for the company and its officers or agents. These penalties vary based on the nature of the non-compliance.
This regulatory framework ensures that foreign companies operating in Pakistan comply with local legal requirements, thereby safeguarding the interests of stakeholders and maintaining transparency in business operations .
