Section 435

Documents to be delivered to registrar by foreign companies.: (1) Every foreign company which, after the commencement of this Act, establishes a place of business in Pakistan shall, within thirty days of the establishment of the place of business or conduct of business activity, deliver to the registrar—

(a) a certified copy of the charter, statute or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company, and if the instrument is not written in the English or Urdu language, a certified translation thereof in the English or Urdu language;

(b) the full address of the registered or principal office of the company;

(c) a list of the directors, chief executive and secretary (if any) of the company;

[1][(d) a return showing the full present and former names and surnames, present and former nationality, full address in Pakistan and such other particulars, as may be specified, of the principal officer of the company in Pakistan by whatever name called]; and

(e) the full present and former names and surnames, father’s name, or, in case of a married woman or widow, the name of her husband or deceased husband, present and former nationality, occupation and full addresses of some one or more persons resident in Pakistan authorised to accept on behalf of the company service of process and any notice or other document required to be served on the company together with his consent to do so; and (f) the full address of that office of the company in Pakistan which is to be deemed its principal place of business in Pakistan of the company].

Explanation.– For the purposes of this section the term “conduct of business activity” includes any business to be undertaken by a foreign company by virtue of its memorandum and articles of association or as licensed or authorized by any law.

(2) The list referred to in clause (c) of sub-section (1) shall contain the following particulars, that is to say—

(a) with respect to each director [2][and chief executive]—

(i) in the case of an individual, his present and former name and surname in full, his usual residential address, his nationality, and if that nationality is not the nationality of origin, his nationality of origin, and his business occupation, if any, and any other directorship which he holds;

(ii) in the case of a body corporate, its corporate name and registered or principal office; and the full name, address, nationality and nationality of origin, if different from that nationality, of each of its director;

(b) with respect to the secretary, or where there are joint secretaries, with respect to each of them—

(i)      in the case of an individual, his present and former name and surname, and his usual residential address;

(ii)  in the case of a body corporate, its corporate name and registered or principal office:

Provided that, where all the partner in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars mentioned in clause (b).

(3) Every foreign company, other than a company mentioned in subsection (1) shall, if it has not delivered to the registrar before the commencement of this Act the documents and particulars specified in section 451 of the Companies Ordinance, 1984 (XLVII of 1984), shall continue to be subject to the obligation to deliver those documents and particulars and be liable to penalties in accordance with the provisions of that Ordinance.

[3][(4) The registrar shall maintain a register of foreign companies on paper or in any electronic form under this Act in such form and manner as may be specified.]

RELEVANT FORMS

[1] Substituted through Companies Amendment Act, 2021 dated 03-12-2021. Before substitution it was:

“(d) a return showing the full present and former names and surnames, father‘s name or, in the case of a married woman or widow, the name of her husband or deceased husband, present and former nationality, designation and full address in Pakistan of the principal officer of the company in Pakistan by whatever name called;”

“(e) the full present and former names and surnames, father‘s name, or, in case of a married woman or widow, the name of her husband or deceased husband, present and former nationality, occupation and full addresses of some one or more persons resident in Pakistan authorised to accept on behalf of the company service of process and any notice or other document required to be served on the company together with his consent to do so; and”

[2]Inserted through Companies Amendment Act, 2021 dated 03-12-2021

[3] Added through Companies Amendment Act, 2021 dated 03-12-2021