PART XIV
COMPANIES ESTABLISHED OUTSIDE PAKISTAN
  PROVISIONS AS TO ESTABLISHMENT OF PLACES OF BUSINESS IN PAKISTAN

450. Application of this Part to foreign companies:-

The Part shall apply to all foreign companies, that is to say, companies incorporated or formed outside Pakistan which, after the commencement of this Ordinance, establish a place of business within Pakistan or which have, before the commencement of this Ordinance established a place of business in Pakistan and continue have an established place of business within Pakistan at the commencement of this Ordinance.

451. Documents to be delivered to registrar by foreign companies:-

(1) Every foreign company which, after the commencement of this Ordinance, establishes a places of business in Pakistan shall, within thirty days of the establishment of the place of business, 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 secretaries (if any) of the company;

(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 precess and nay 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.

(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,:-

(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 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 directors;

(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 partners 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 sub-section (1) shall, if it has not delivered to the registrar before the commencement of this Ordinance the documents and particulars specified in section 277 of the Companies Act, 1913 (VII of 1913), 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 Act.

452. Return to be delivered to registrar by foreign companies whose documents etc., altered:-

If any alteration is made or occurs in:-

(a) the charter, statute or memorandum and articles of a foreign company or any such instrument as is referred to in section 451;

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

(c) the directors, chief executive or secretaries or in the particulars contained in the list referred to in section 451;

(d) the principal officer referred to in section 451;

(e) the names of addresses or other particulars of the persons authorised to accept service of process, notices and other documents on behalf of the company as referred to in the preceding section 451; or

(f) the principal place of business of the company in Pakistan;

the company shall, within thirty days of the alteration, deliver to the registrar for registration a return containing the prescribed particulars of the alteration and in the case of change in persons authorised to accept service of process, notice and other documents on behalf of the company, also his consent to do so.

453. Accounts of foreign companies:-

(1) Every foreign company shall in every year, make out a file with the registrar, together with a list of Pakistan members and debenture-holders and of the places of business of the company in Pakistan:-

(i)   such number of copies of a balance-sheet and profit and loss account, not being less than three, as may be prescribed, in such form, audited by such person, containing such particulars and including or having annexed or attached thereto such documents ding, in particular documents relating to every subsidiary of the company) as nearly as may be as under the provisions of this Ordinance it would, if it were a company formed and registered under this Ordinance, be required to file in accordance with the provisions of this Ordinance in respect of the company's operations in Pakistan as if such operations has been conducted by a separate public company formed and registered in Pakistan under this Ordinance; and

(ii)  in a case where, by the law for the time being in force of the country in which the company is incorporated, such company is required to file with the public authority an annual balance-sheet and profit and loss account, also such number of copies of that balance-sheet and profit and loss account together with any documents annexed thereto, not being less than three, as may be prescribed, and if the same is not in the English language a certified translation thereof in the English language; or

(iii) in a case where a company is not required to file with the public authority of the country in which the company is incorporated an annual balance-sheet and profit and loss account as referred to in clause (ii), the prescribed number of copies, not being less than three, of the balance-sheet and profit and loss account and the report of auditors and other documents annexed thereto, in such form and manner as under the provisions of this Ordinance it would, if it had been a public company within the meaning of this Ordinance, be required to make out and lay before the company in general meeting.

(2) The period within which the documents, returns or reports referred to in sub-section (1) are to be filed with the registrar shall be a period of forty-five days from the date of submission of such documents or returns to the public authority of the country of incorporation or is within six months of the date up to which the relevant accounts are made up, whichever is earlier.

454. Certain obligations of foreign companies:-

Every foreign company shall:-

(a) maintain at its principal place of business in Pakistan, or if it has only one place of business in Pakistan, in that place of business, a register of Pakistani members and debenture-holders, directors and officers, which shall be open to inspection and copies thereof supplied as in the case of similar registers maintained by a company under this Ordinance;

(b) in every prospectus inviting subscriptions for its shares or debentures in Pakistan, state the country in which the company is incorporated;

(c) conspicuously exhibit on the outside of every place where it carries on business in Pakistan the name of the company and the country in which the company is incorporated in letters easily legible in English and Urdu characters and also, if any place where it carries on business is beyond the local limits of the ordinary original civil jurisdiction of a High Court in the characters of one of the vernacular languages used in that place;

(d) cause the name of the company and of the country in which the company is incorporated mentioned in legible English or Urdu characters in all bill-heads and letter papers, and in all notices, advertisements, documents and other official publications of the company; and

(e) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible English or Urdu characters in every prospectus inviting subscriptions for its shares, and in all bill-heads and letter papers, notices, advertisements and other official publications of the company in Pakistan, and to be exhibited on the outside of every place where it carries on business in Pakistan.

455. Service on foreign company:-

Any process, notice or other document required to be served on such company as is referred to in this Part shall be deemed to be sufficiently served if addressed to any person whose name has been so filed with the registrar as aforesaid and left at or sent by post to the address which has been so filed:

Provided that:-

(a) where any such company makes default in delivering to the registrar the name and address of a person resident in Pakistan who is authorised to accept on behalf of the company service of process, notices or other documents; or

(b) if at any time all the persons whose names and addresses have been so filed are dead or have ceased to so reside, or refuse to accept service on behalf of the company of for any reason cannot be served;

a document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Pakistan.

456. Company's failure to comply with this part not to affect its liability under contracts, etc:-

Any failure by a foreign company to comply with any of the requirements of section 451 or section 452 shall not affect the validity of any contract, dealing or transaction entered into by the company or its 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 proceeding in respect of any such contract, to dealing or transaction, until it has complied with the provisions of section 451 and section 452.

457. Provisions relating to names, enquiries, etc. to apply to foreign companies:-

The provisions of sections 37 to 41 relating to names and changes in the names of companies shall, as far as applicable, also apply to companies to which this Part applies; and the power of inspection, enquiries and investigation conferred by this Ordinance on the registrar and the Authority in respect of companies shall likewise extend to such companies.

458. Intimation of ceasing to have place of business to be given:-

(1) Any company to which this Part applies shall at least thirty days before it intends to cease to have any place of business in Pakistan:-

(a) give a notice of such intention to the registrar; and

(b) publish a notice of such intention at least in two daily newspapers circulating in the Province or Provinces in which such place or places of business are situate.

(2) As from the date of intention to cease to have any place of business in Pakistan stated in the notice referred to in sub-section (1), unless the said date is by a similar notice altered, the obligation of the company to deliver any document to the registrar shall cease, provided it has no other place of business in Pakistan.

459. Penalties:-

If any foreign company fails to comply with any of the provisions of this Part, the company, and every officer or agent of the company who knowingly or wilfully authorises or permits the default, shall be liable to a fine which may extend to five thousand rupees and, in the case of a continuing default, to a further fine which may extend to one hundred rupees for every day after the first during which the default continues.

460. Interpretation of provisions of this Part:-

For the purposes of this Part:-

(a) the expression "certified" means certified in the prescribed manner to be a true copy or a correct translation;

(b) the expression "director", in relation to a company includes any person in accordance with whose directives or instructions the directors of the company are accustomed to act;

(c) the expression "place of business" includes a branch, management, share transfer or registration office, factory, mine or other fixed place of business, but does not include an agency unless the agent has, and habitually exercises, a general authority to negotiate and conclude contracts on behalf of the company or maintains a stock of merchandise belonging to the company from which he regularly fills orders on its behalf;

Provided that:-

(i) a company shall not be deemed to have an established place of business in Pakistan merely because it carries on business dealings in Pakistan through a bona fide broker or general commission agent acting in the ordinary course of his business as such;

(ii) the fact that a company has a subsidiary which is incorporated, resident, or carrying on business in Pakistan (whether through an established place of business or otherwise) shall not of itself constitute the place of business of that subsidiary an established place of business of the company;

(d) the expression "registrar" means the registrar in the Province or the Islamabad Capital Territory, as the case may be, in which the principal place of business of the foreign company or, where such foreign company has only one place of business in Pakistan, the only place of business in Pakistan is situate; and

(e) the expression "secretary" includes any person occupying the position of secretary, by whatever name called.

PROSPECTUS

461. Issue of prospectus:-

No person shall issue, circulate or distribute in Pakistan any prospectus offering for subscription securities of a foreign company soliciting deposits of money, whether the company has or has not established, or when formed will or will not establish, a place of business in Pakistan unless authorised to do so by the Federal Government under the Capital Issues (Continuance of Control) Act, 1947 (XXIX of 1947), or as may be prescribed.

462. Restriction on canvassing for sale of securities:-

(1) No person shall go from house to house offering securities of a foreign company for subscription or purchase to the public or any member of the public.

Explanation.:-In this sub-section "house" shall not include an office used for business purposes.

(2) Any person acting in contravention of sub-section (1) shall be punishable with fine which may extend to one thousand rupees.

REGISTRATION OF CHARGES, ETC.

463. Registration of charges:-

(1) The provisions of sections 121 to 136 both inclusive, shall extend to charges on properties in Pakistan which are created, and to charge on property in Pakistan which is acquired, by a foreign company which has an established place of business in Pakistan:

Provided that references in the said sections to the registrar shall be deemed to be references, to the registrar referred to in clause (d) of section 460, and reference to the registered office of the company shall be deemed to be reference to the principal place of business in Pakistan of the company:

Provided further that, where a charge is created outside Pakistan or the completion of the acquisition of property takes place outside Pakistan, clause (i) of the proviso to sub-section (1) of section 121 and the proviso to sub-section (1) of section 122 shall apply as if the property wherever situated were situated outside Pakistan.

(2) Where a company to which this section applies creates, or has created at any time before establishing a place of business in Pakistan, a charge on any property otherwise registrable under this Ordinance it shall register the same with the registrar in accordance with the provision of this Ordinance:-

(a) within thirty days of the establishment of a place of business in Pakistan; or

(b) if the charge was created before the commencement of this Ordinance and subsisted immediately before such commencement, within three months thereof.

464. Notice of appointment of receiver:-

The provisions of sections 137 and 138 shall mutatis mutandis apply to the case of all foreign companies having an established place of business in Pakistan and the provisions of section 230 shall apply to such companies to the extent of requiring them to keep at their principal place of business in Pakistan the books of account required by that section with respect to money received and expended, sales and purchases made, and assets and liabilities in relation to its business in Pakistan:

Provided that references in the said section to the registrar shall be deemed to be references to the registrar to in clause (d) of section 460 and references to the registered office of the company shall be deemed to be references to the principal place of business in Pakistan of the company.

NOTICE OF LIQUIDATION

465. Notice of liquidation, etc:-(1) If a foreign having an established place of business in Pakistan goes into liquidation in the country of its incorporation, it shall:-

(a) within thirty days give notice thereof to the registrar, and simultaneously publish a notice at least in two daily newspapers circulating in the Province or Provinces or the part of Pakistan not forming part of a Province, as the case may be, in which its place or places of business are situated and furnish to the registrar within thirty days of the conclusion of the liquidation proceedings all returns relating to the liquidation and the liquidation account in respect of such portion of the company's affairs as relates to its business in Pakistan; and

(b) cause, in legible, letters, a statement to appear, on every invoice, order, bill-head, letter paper, notice of other publication in Pakistan to the effect that the company is being wound up in the country of its incorporation.

(2) Where a company to which this section applies has been dissolved, or has otherwise ceased to exist, no person shall, after the date of such dissolution or cessation, carry on, or purport to carry on, any business in Pakistan in the name or on behalf of such company.

(3) Nothing in this section shall be construed as preventing a company to which this section applies from being wound up in Pakistan in accordance with the provisions of this Ordinance, notwithstanding that it has neither been dissolved nor otherwise ceased to exist in the country of its incorporation.