FILING OF RETURNS/ ACCOUNTS AND OTHER REQUIREMENTS OF A FOREIGN COMPANY

Which provisions of the Ordinance are applicable regarding the change of name of the foreign company?
The provisions of Section 37 to 41 of the Ordinance relating to the name and any change in such name are also applicable to a foreign company. A foreign company becomes subject to the same restrictions on its name as applicable to other companies which are incorporated in Pakistan.
 Whether a foreign company is required to file any statutory return or deliver any document to the registrar concerned on change or alteration therein?
Any change or alteration in particulars of the documents and returns filed at the time of registration (as specified under section 451 and discussed at 1.3) is required to be notified within 30 days of such change or alteration (Section 452), in the following manner:

• Form 44: Any change or alteration in the Memorandum of Association, Charter and Statute etc., previously filed on Form 38, is required to be filed on Form 44 within 30 days of such change or alteration.
• Forms 39, 40, 41, 42 and 43: Any alteration in the information filed on any of these Forms, is required to file on the same Form.

Are there any statutory obligations for the foreign companies under the Companies Ordinance, 1984?

A foreign company is required to comply under Section 454 of the Ordinance with the following statutory obligations:-

• To maintain registers of Pakistani members and debenture-holders, directors and officers at its principal place of business and keeping it open to inspection.
• To state the country of origin in every prospectus inviting subscriptions for its shares or debentures in Pakistan.
• To exhibit the name of the company and the country of its incorporation on the outside of every place of business in Pakistan, in letters easily legible in English or Urdu characters and also if the place of business is beyond the local limits of the ordinary original civil jurisdiction of a High Court, in the characters of one of the vernacular language used in that place.
• To mention the company’s name and country of incorporation in English or Urdu characters on all letter paper, bill heads, notices, advertisements, documents and other official publications of the company.
• To state the fact that the liability of the members of the company is limited in legible English or Urdu characters in every prospectus inviting subscription for its shares, all letter papers, bill heads, notices, advertisements, and other official publications of the company.

Is a foreign company obliged to register a mortgage/ charge under the Companies Ordinance, 1984?
Under the Section 463 of the Ordinance, the provisions of Section 121 to 136 as applicable to other companies, relating to the registration of mortgage and charges are also applicable to a foreign company. A foreign company at the time of creation of a mortgage or charge on their property in Pakistan, is required to file particulars of the mortgage or charge, together with a copy of the instrument creating or evidencing thereof, with the concerned registrar. The documents must be filed within 21 days after the creation of the mortgage/charge, as required under Section 121 of the Ordinance.
Section 121 of the Ordinance enlists the mortgages and charges to be registered. If a foreign company has already created a charge on a property in Pakistan, otherwise register able under the Ordinance, it is required to file the documents within thirty days of the establishment of a place of business in Pakistan. All details about registration of mortgage and charge are available in the SECP’s Guide of “Company Mortgages and Charges”.
Does a foreign company maintain books of accounts?
The provisions of Section 230 of the Ordinance, relating to the maintenance of books of account by companies, apply to the foreign companies to the extent of requiring them to keep at their principal place of business in Pakistan the books of account with respect to money received and expended, sales and purchases made, and assets and liabilities of its business in Pakistan.
Which financial statements are required to be filed with the Registrar by a foreign company registered in Pakistan?
Under the provisions of Section 453 of the Ordinance, A foreign company is required to file with the registrar concerned the following accounts/documents every year within 45 days of filing of the accounts to the public authority of the country of origin, or within six months of the date up to which the relevant
(a) Form 45 – containing places of business of the company in Pakistan, along- with Annual audited accounts in respect of its operations within Pakistan.
(b) Global audited accounts.
(c) List of Pakistani members and debenture holders
Global accounts are the accounts which a foreign company files with the authorities in country of origin. If a foreign company is not required to file the Accounts in country of origin, it shall prepare Global Accounts and get the same audited for purpose of filing of such accounts under the Ordinance like a public company.
What are the consequences of failure to comply with the requirements of registration or reporting any change/ alteration in any return/ document?
According to the provision of Section 456 of the Ordinance, failure by a foreign company to comply with any of the requirements of registration or reporting any change/ alteration in returns/ documents shall not affect the validity of any contract, dealing or transaction entered into by the company or the company’s liability to be sued in respect thereof; but the company shall not be entitled to bring any suit, claim any set off, make any counter claim or institute any legal proceedings in respect of any such contract, dealing or transaction.