The Securities and Exchange Commission of Pakistan (SECP) has stepped up the requirements for documentation to register foreign-owned companies operating inside Pakistan.
SECP has issued S.R.O. 530 (I)/2023. SECP issued S.R.O. 530 (I)/2023 and S.R.O. 532 (I)/2023 on Tuesday to modify the Foreign Companies Regulations, 2018, and Companies (Incorporation) Regulations, 2017. Under S.R.O. 532 (I)/2023 issued by the SECP, the SECP certification of documents has to have been filed with foreign corporations.
In this context it is necessary to have a copy of any memorandum, charter, statute or other document which defines the foundation of a foreign corporation that must file with the registrar as per the clause (a) of subsection (1) of sections 435 and 436 as well as any other document that must be filed pursuant to Part XII of the Act and the regulations thereunder, must be formally (i) certified as authentic by the public official in the country in which the business is incorporated and to whose care the original document is entrusted or (ii) verified as authentic by a Notary public in the country in which the company is incorporated,
or (iii) verified as authentic with an affidavit from an authorized official of the company who is duly licensed in the country in which the company is established or (iv) signed by the authorized authority in the state of origin of the document, having signed the Hague Convention abolishing the requirement of legalization for public documents from abroad (Apostille Convention) of 1961. The state is also recognized as a state by the Government of Pakistan for receiving documents apostilled; SECP updated regulations were included.
As per the new regulations of S.R.O. (I)/2023, by the revised rules of S.R.O. (I)/2023, If it is a foreign entity or an international corporate body, the registrar will require additional information that includes but is not limited to details of who is the entity as well as the foreign corporation’s profile, details of directors, nationality and their country of origin and a copy of the charter, memorandum or statute and its articles, etc.
If the copies of the charter or statute, memorandum, documents, or other instruments that define or establish the legal structure of an international corporation or foreign body corporate that is required to file with the registrar should be adequate – (i) certified as an authentic copy by the public officer of the country in which the foreign corporation or corporation is registered, to the whose custody the original is entrusted or (ii) certified as authentic by a Notary public in the country in which the foreign corporation or foreign body corporate is incorporated.
(iii) confirmed to be true copies with an affidavit from an official responsible for the foreign company or body corporate within the country where the corporation is incorporated or (iv) acknowledged by the designated authority of the country of origin of the document, which has signed the Hague Convention abolishing the requirement of legalization of foreign public documents (Apostille Convention) of 1961.
The Government of Pakistan also recognizes this state for receiving documents apostilled in the following conditions: The seal and signature of the official or the notary public certificate will be authenticated by a Pakistan diplomatic consul or consulate officer. An official certificate issued by the foreign corporation’s office and the foreign corporate body has to be signed in front of the Pakistan diplomat consular official, in addition to the SECP, was added.