The Articles of Incorporation Organization document is a mandatory requirement for company registration in Pakistan under the Companies Act 2017. This fundamental document must be filed with the Securities and Exchange Commission of Pakistan (SECP) during the company formation process. It serves multiple crucial purposes: establishing the company's legal existence, defining its operational framework, outlining governance structures, and specifying relationships between shareholders, directors, and the company itself. The document includes essential information such as company name, registered office location, business objectives, share capital details, and management procedures. It becomes particularly important when seeking investment, opening corporate bank accounts, or engaging in significant business transactions, as it serves as proof of the company's legal status and operational parameters.
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1. Name Clause: States the exact name of the company as approved by SECP
2. Registered Office Clause: Specifies the location of the registered office of the company
3. Objects Clause: Details the primary and ancillary business objectives of the company
4. Limited Liability Clause: Declaration of the limited liability nature of the company and members' liability
5. Capital Clause: States the authorized share capital, types of shares, and their nominal value
6. Association Clause: Declaration of the subscribers' desire to form a company
7. Share Subscription: Details of initial subscribers and their share subscription
8. Board of Directors: Provisions regarding appointment, removal, and powers of directors
9. Meetings: Rules for conducting board and general meetings
10. Voting Rights: Procedures and rights for voting in company matters
11. Share Transfer: Rules and procedures for transfer of shares
1. Preference Shares: Include when the company plans to issue different classes of shares with special rights
2. Foreign Investment: Required when foreign shareholders are involved, detailing specific provisions for foreign equity
3. Joint Venture Provisions: Include when the company is formed as a joint venture between multiple parties
4. Industry-Specific Compliance: Special provisions required for regulated industries like banking or insurance
5. Shareholder Agreement Reference: Include when there's a separate shareholder agreement governing member relationships
6. Branch Offices: Provisions for establishing and managing branch offices
7. Islamic Banking Compliance: Required for companies offering Islamic banking or Shariah-compliant services
1. Schedule I - Initial Subscribers: Detailed information about initial subscribers including their names, addresses, and shareholding
2. Schedule II - Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values
3. Schedule III - First Directors: List of first directors with their details and DIN numbers
4. Schedule IV - Prescribed Forms: Standard SECP forms required for incorporation
5. Appendix A - Objects: Detailed list of main objects and ancillary objects of the company
6. Appendix B - Board Regulations: Detailed procedures for board meetings and decision-making
7. Appendix C - General Meeting Regulations: Detailed procedures for conducting general meetings
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