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Companies Act, 2017

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Companies Act, 2017 ISLAMABAD, WEDNESDAY, MAY 31, 2017 PART I Acts, Ordinances, President’s Orders and Regulations NATIONAL ASSEMBLY SECRETARIAT Islamabad, the 30th May, 2017 No. F. 22(40)/2016-Legis.—The following Act of Majlis-e-Shoora (Parliament) received the assent of the President on the 30th May, 2017 is hereby published for general information:— ACT NO. XIX OF 2017 AN ACT to reform and re-enact the law relating to companies and for matters connected therewith WHEREAS it is expedient to reform company law with the objective of facilitating corporatization and promoting development of corporate sector, encouraging use of technology and electronic means in conduct of business and regulation thereof, regulating corporate entities for protecting interests of shareholders, creditors, other stakeholders and general public, inculcating principles of good governance and safeguarding minority interests in corporate entities and providing an alternate mechanism for expeditious resolution of corporate disputes and matters arising out of or connected therewith; It is hereby enacted as follows:— (181) Price: Rs. 272.50 [741(2017)/Ex. Gaz.] 182 THE GAZETTE OF PAKISTAN, EXTRA., MAY 31, 2017 [PART I PART I PRELIMINARY 1. Short title, extent and commencement.—(1) This Act may be called the Companies Act, 2017. (2) It extends to the whole of Pakistan. (3) This Act shall come into force at once, except section 456 which shall come into force on such date as the Federal Government or an authority or person authorized by it may, by notification in the official Gazette, appoint. 2. Definitions.—(1) In this Act, unless there is anything repugnant in the subject or context,— (1) ―advocate‖ shall have the same meaning as assigned to it in section 2 of the Legal Practitioners and Bar Councils Act, 1973 (XXXV of 1973); (2) ―alter‖ or ―alteration‖ includes making of additions or omissions without substituting or destroying main scheme of the document; (3) ―articles‖ mean the articles of association of a company framed in accordance with the company law or this Act; (4) ―associated companies‖ and ―associated undertakings‖ mean any two or more companies or undertakings, or a company and an undertaking, interconnected with each other in the following manner, namely:— (a) if a person who is owner or a partner or director of a company or undertaking, or who, directly or indirectly, holds or controls shares carrying not less than twenty percent of the voting power in such company or undertaking, is also the owner or partner or director of another company or undertaking, or directly or indirectly, holds or controls shares carrying not less than twenty percent of the voting power in that company or undertaking; or (b) if the companies or undertakings are under common management or control or one is the subsidiary of another; or (c) if the undertaking is a modaraba managed by the company; and a person who is the owner of or a partner or director in a company or undertaking or, who so holds or controls shares PART I] THE GAZETTE OF PAKISTAN, EXTRA., MAY 31, 2017 183 carrying not less than ten percent of the voting power in a company or undertaking, shall be deemed to be an ―associated person‖ of every such other person and of the person who is the owner of or a partner or director in such other company or undertaking, or who so holds or controls such shares in such company or undertaking: Provided that— (i) shares shall be deemed to be owned, held or controlled by a person if they are owned, held or controlled by that person or by the spouse or minor children of the person; (ii) directorship of a person or persons by virtue of nomination by concerned Minister-in-Charge of the Federal Government or as the case may be, a Provincial Government or a financial institution directly or indirectly owned or controlled by such Government or National Investment Trust; or (iii) directorship of a person appointed as an ―independent director‖; or (iv) shares owned by the National Investment Trust or a financial institution directly or indirectly owned or controlled by the Federal Government or a Provincial Government; or shares registered in the name of a central depository, where such shares are not beneficially owned by the central depository; shall not be taken into account for determining the status of a company, undertaking or person as an associated company, associated undertaking or associated person; (5) ―authorised capital‖ or ―nominal capital‖ means such capital as is authorised by the memorandum of a company to be the maximum amount of share capital of the company; (6) ―banking company‖ means a banking company as defined in clause (c) of section 5 of the Banking Companies Ordinance, 1962 (LVII of 1962); (7) “beneficial ownership of shareholders or officer of a company” means ownership of securities beneficially owned, held or controlled by any officer or substantial shareholder directly or indirectly, either by— (a) him or her; 184 THE GAZETTE OF PAKISTAN, EXTRA., MAY 31, 2017 [PART I (b) the wife or husband of an officer of a company, not being herself or himself an officer of the company; (c) the minor son or daughter of an officer where ―son‖ includes step-son and ―daughter‖ includes step-daughter; and ―minor‖ means a person under the age of eighteen years; (d) in case of a company, where such officer or substantial shareholder is a shareholder, but to the extent of his proportionate shareholding in the company: Provided that ―control‖ in relation to securities means the power to exercise a controlling influence over the voting power attached thereto: Provided further that in case the substantial shareholder is a non-natural person, only those securities will be treated beneficially owned by it, which are held in its name. Explanation.—For the purpose of this Act “substantial shareholder”, in relation to a company, means a person who has an interest in shares of a company- (a) the nominal value of which is equal to or more than ten per cent of the issued share capital of the company; or (b) which enables the person to exercise or control the exercise of ten per cent or more of the voting power at a general meeting of the company; (8) ―board‖, in relation to a company, means board of directors of the company; (9) ―body corporate‖ or ―corporation‖ includes— (a) a company incorporated under this Act or company law; or (b) a company incorporated outside Pakistan, or (c) a statutory body declared as body corporate in the relevant statute, but does not include— (i) a co-operative society registered under any law relating to cooperative societies; or (ii) any other entity, not being a company as defined in this Act or any other law for the time being which the concerned Minister-in-Charge of the Federal Government may, by notification, specify in this behalf; PART I] THE GAZETTE OF PAKISTAN, EXTRA., MAY 31, 2017 185 (10) ―book and paper” and “book or paper‖ includes books of account, cost accounting records, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form; (11) ―books of account‖ include records maintained in respect of— (a) all sums of money received and expended by a company and matters in relation to which the receipts and expenditure take place; (b) all sales and purchases of goods and services by the company; (c) all assets and liabilities of the company; and (d) items of cost in respect of production, processing, manufacturing or mining activities; (12) ―central depository‖ shall have the same meaning as assigned to it under the Securities Act, 2015 (III of 2015); (13) ―chartered accountant‖ shall have the same meaning as assigned to it under the Chartered Accountants Ordinance, 1961 (X of 1961); (14) ―chief executive‖, in relation to a company means an individual who, subject to control and directions of the board, is entrusted with whole, or substantially whole, of the powers of management of affairs of the company and includes a director or any other person occupying the position of a chief executive, by whatever name called, and whether under a contract of service or otherwise; (15) ―chief financial officer‖ means an individual appointed to perform such functions and duties as are customarily performed by a chief financial officer; (16) ―Commission‖ shall have the same meaning as assigned to it under the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997); (17) ―company‖ means a company formed and registered under this Act or the company law; (18) ―company law‖ means the repealed Companies Act, 1913 (VII of 1913), Companies Ordinance, 1984(XLVII of 1984), Companies Ordinance, 2016 (VI of 2016) and also includes this Act unless the context provides otherwise; (19) ―company limited by guarantee‖ means a company having the liability of its members limited by the memorandum to such 186 THE GAZETTE OF PAKISTAN, EXTRA., MAY 31, 2017 [PART I amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up; (20) ―company limited by shares‖ means a company; having the liability of its members limited by the memorandum to the extent of amount, if any, remaining unpaid on the shares respectively held by them; (21) ―company secretary‖ means any individual appointed to perform secretarial and other duties customarily performed by a company secretary and declared as such, having such qualifications and experience, as may be specified; (22) ―cost and management accountant‖ shall have the same meaning as assigned to it under the Cost and
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