Requirements relating to Grant and Renewal of Licence of an Insurance Surveyor under the Insurance Ordinance, 2000. Any person entitled to apply to be registered as an Insurance Surveyor must furnish following information/ documents to the SECP:

1. An application for grant and renewal of license of insurance surveyors for any class of insurance surveyors under sub rules (1) and (2) of Rule 19 of the Insurance Rules, 2002.
2. Certified true copy of certificate of incorporation duly certified by the Company Registration Office.
3. Certified true copy of Memorandum and Articles of Association duly certified by the Company Registration Office.
4. The minimum paid up share capital shall be one million rupees, which shall be specifically reflected in the Memorandum and Articles of Association.
5. Fee for grant and renewal of licence of the insurance surveyors company to the extent of Rs.2,000/- for each class of insurance surveyors.
6. Statement showing the breakup of the paid up capital of the company duly verified by the Chartered Accountants within the meaning of the Chartered Accountants Ordinance, 1961.
7. Professional indemnity Insurance (in original) to the extent of one million rupees for any one event as laid down under Rule 17 of the Insurance Rules, 2002, for further period of one year.
8. The minimum educational qualification for an insurance surveyor is Bachelor’s Degree in any discipline from a recognized university.
9. The minimum of three years practical experience of insurance survey in the class or classes of insurance surveyors for which registration is sought either conducted under the supervision of an insurance surveyor licenced at that time under the Ordinance or registered under the repealed Act, or conducted as an employee of an insurance Co.
10. A statement showing the numbers of persons working in the company along with their complete names, addresses and other particulars.
11. Every application made under sub rule (1) or (2) of Rule 19 of the Insurance Rules, 2002 shall be accompanied by a declaration by the applicant stating that:
    
    
    • The information presented in accordance with sub-rule (1) or (2), as the case may be, is complete and correct;
    • The applicant has complied with the requirements of the Ordinance and rules concerning the required qualifications of an authorized surveying officer;
    • The applicant is not appointed as an insurance agent of an insurance company;
    • The applicant undertakes to comply and in the case of an existing insurance surveyors declares that he has during the previous twelve months complied with the ordinance and rules concerning the conduct of insurance surveyors;
    • The insurance surveyors or, in the case of a body corporate, any director of the body corporate, or officer of the body corporate engaging in the business of insurance surveying or, in the case of a firm, any partner of the firm, or officer of the firm engaging in the business of insurance surveying, is not disqualified from acting as an insurance surveyor by virtue of:
      
      
      • Being a minor;
      • Having been found of unsound mind by a Court of competent jurisdiction;
      • Having been found guilty, within five years preceding the date, of the declaration, of criminal misappropriation or criminal breach of trust, cheating or forgery or an abetment of or attempt to commit any such offence by a Court of competent jurisdiction;
      • Having served any custodial sentence imposed by a Court of competent jurisdiction, ending within five years preceding the date of declaration;
      • Having been found guilty by a Court of competent jurisdiction of any offence involving insurance; or having been otherwise declared as disqualified by the Insurance Tribunal, other than for a term which had expired prior to the date of the declaration.
        
      
      
12. An application and declaration shall be made in writing and declaration shall be signed by at least two directors of the body corporate.
13. The declaration should be on stamp paper, which should be attested by the Notary Public.

Lisencing of Associations not-for-profit
Lisencing of NBFCs  

In its role as the regulator of an emerging market, the SECP strives to provide a facilitative regulatory environment.

For Small and Medium Enterprises
In order to encourage small and medium business enterprises to transform into corporate entities, and to broaden the scope of the disciplined corpo r ate sector, the SECP undertook the following reforms: On the recommendations of a Task Force constituted by SECP, the Government included the concept of small company in the Finance Bill, 2005, Preferential tax treatments have been granted to small companies for easing their tax burden, including corporate income tax rate of 20%, exemption from the withholding tax, and from mandatory obligation of minimum tax;
To promote corporate growth and extend the benefits of corporate status to small and medium enterprises, mutual collaboration with SMEDA took place.


For Foreign Investors
eServices has also been made available for foreign companies. Guidance is provided to foreign investors at facilitation centres at the Company Registration Offices of Karachi, Lahore, Islamabad, Multan and Faisalabad. Promoters’ Guide in different languages, i.e., English, Urdu, Chinese, Arabic and Persian, has been provided on web-site, to facilitate foreign investors/ companies. Foreign Companies Guide has also been provided on web-site, explaining the procedure and requirements for registration and filing by foreign companies


For Promoters
The SECP has extensively modernized the functioning of its CROs and introduced a highly efficient and automated work environment. The Registration Department of SECP has developed an expeditious corporatization process at its Company Registration Offices. A company can now be incorporated within a maximum period of three days. The SECP achieved an important milestone on September, 2008 by launching eServices. Through eServices, online processing of availability of company name, incorporation of companies, applications including change of name, alteration in the memorandum of Association, conversion of status of companies etc and filing of statutory returns, has been made available. It enables the promoters and other officers of companies to interact online using the eServices portal, without visiting the offices of SECP. To facilitate promoters, SECP has set up facilitation Centres at the Company Registration Offices of Karachi, Lahore, Islamabad, Multan and Faisalabad. A series of guideline booklets have been launched by the department for individuals and companies to get information on various legal and business topics and issues associated with company registration and post incorporation requirements.

Guide Series

To encourage company formation, various web-based facilities have been provided for company promoters and general public. To facilitate promoters, the name search facility has been provided on the website and is being regularly updated. Standardized memorandums and articles of association have been developed and placed on the web-site for the convenience of promoters in registering a company. New features on web-site were introduced including incorporation fee calculator and schedule of filing. Statutory forms are also available in downloadable versions for facilitation and use. Stamp duty on the memorandum and articles of association of new companies was an impediment to the development of corporate culture. On the recommendation of SECP, the federal government and all the provincial governments have abolished the stamp duty on memorandum and articles of association. An efficient automated environment has been created at the CROs to ensure maintenance of easy-to-access corporate records. Data Refining Exercise was also completed to update data in the Companies Registration and Compliance System (CRCS), which is the main data repository containing information of all companies. In order to support the eServices, all the physical record of companies maintained at CROs has been scanned. Benefits of scanning and archiving are data security, paperless environment, quick retrieval, cost effectiveness, time saving and better performance. SECP regularly participated in ITCN Asia Exhibition, from 2000 to 2007. Each year during the course of the exhibition, instant assistance on company incorporation was provided and regulatory issues were explained. Regular awareness seminars on eServices, corporatization and corporate compliance have been conducted in various cities of the country in collaboration with Chambers of Commerce and Industry and Tax bar associations. The SECP continuously launches various advertising campaigns in nation wide newspapers for creating public awareness on corporate compliance, annual returns filing, facilitation schemes, etc. Further, the SECP also issues public warnings in newspapers for creating awareness on illegal business activities, in joint collaboration with SBP.


For Listed Companies

• Placement of Interim Accounts on Website
  In view of advancement in technology and the benefits it provides, the SECP, vide Circular 19 dated April 14, 2004 allowed listed companies to place their interim accounts on their websites, with prior approval of the shareholders and the SECP. This reduces dispatch cost of companies and time taken in circulation of these accounts by post. However, if any shareholder requests the company to send him the accounts through post, the company will do so without charging any cost to the shareholder.
• Video/Tele Conferencing
  The SECP has issued Circular No. 30 and Circular No. 18 dated December 31, 2003 and October 18, 2005 respectively, which facilitated the companies to hold their Board of Directors’ meetings through video and teleconferencing. This measure is intended at facilitating companies in achieving greater participation of such directors who are outside the country and cannot attend board meetings through physical presence, for any reason.
  

Reporting/Filing Requirements by Public Listed Companies

1. Maintenance of security and confidentiality over the data of the CDS elements;
2. Security over the physical operation of the CDS;
3. CDS backup and disaster control and recovery procedures; and
4. CDS access controls; and

1. Internal controls over data input by the CDC; and
2. Processing and reporting of transaction data.

1. a balance sheet of the (brokerage) company
2. a profit and loss account of the company
3. a statement of the insurance premium written through the broker
4. a statement of the commission or brokerage receivable by the broker

Periodic Filing Requirements by Modarabas

S.No	Name of statement
1.	Monthly statement of Assets and Liabilities
2.	Quarterly Statement of Assets and Liabilities
3.	Quarterly Statement of details of Investment in Shares COM, COIs etc.
4.	Quarterly Statement of Sector-wise Distribution of Fund
5.	Quarterly Statement of Overdue/Defaults
6.	Quarterly Statement of Re-scheduled/re-structured Facilities
7.	Quarterly Statement of Loans/Facilities sanctioned and disbursed by the Modaraba during the quarter

Filing Requirements for Companies
All companies registered with the SECP are required to fulfill certain post incorporation statutory and legal requirements to stay compliant with their corporate obligations. Fulfilling of these post incorporation requirements will not only bring transparency in the corporate affairs of a company, but also enhance the SECP’s regulatory capabilities. Besides, necessary information is readily available to shareholders, investors, creditors and the general public. Company directors are responsible for filing of various documents and statutory returns containing information about the company to the registrar concerned. These documents and returns are filed at a specified time prescribed under the provisions of the Companies Ordinance 1984, whenever a particular event or change takes place in a company’s activity or structure. Holding of an AGM, registration of mortgage charges and election/change in directors, are some of the examples of such an event or change. Filing of returns and documents is done at the SECP’s Company Registration Offices through submission of prescribed forms under the Companies (General Provisions and Forms) Rules, 1985. Filing requirements differ for each company depending on its company kind and type of business. For details on filing requirements of all type of companies registered with the SECP, kindly visit the Promoters Guide, Schedule of Fees/Filings, and Directors and Secretaries Guide on the three links given below. All these three links are on our website.

Guide Series

Enforcement Orders
Appellate Bench Orders

Guide on Winding Up/Dissolution of Companies

List of Winded up Companies

1. Valika Woolen Mills Limited
2. Azmat Textile Mills Limited
3. Myfip Video Industries Limited
4. Tawakkal Limited
5. Awan Textile Mills Limited
6. Tawakkal Polyester Industries Limited
7. Pakistan Dairies Limited
8. Alif Textile Industries Limited
9. Tawakkal Garments Industries Limited
10. Norrie Textile Mills Limited
11. Apex Fabrics Limited
12. Kaiser Arts & Krafts Limited
13. Schon Textile Mills Limited
14. Mehran Jute Mills Limited
15. Pakistan Northern Insurance Company Limited
16. Sterling Insurance Limited
17. Junaid Cotton Mills Limited
18. Taga Pakistan Ltd
19. Adil Polypropylene Products Ltd
20. Karim Silk Mills Ltd
21. Kausar Paints Ltd
22. Lasbella Cement Ltd
23. Muslim Ghee Mills Ltd
24. Pak-Fibre Industries Ltd
25. Regal Ceramics Limited
26. Uqab Breeding Farms Ltd
27. Fazal Vegetable Ghee Mills Limited
28. Kohinoor Edible Oil Mills
29. Mediglass Limited
30. Rashid TextileMills Limited
31. Modern Textile Mills Limited
32. Sindh Alkalis Limited
33. Colony Woollen Mills Limited
34. Gauhar Engineering Limited
35. Ghulam Muhammad Dadabhoy Limited

1. The definition of "small company" has been added in the Income Tax law.
2. Corporate tax rate for small companies has been slashed by 50 percent; these companies would now be taxed only at 20 percent. This is expected to encourage corporatization by encouraging businesses to enter into the corporate net.
3. Withholding tax of 3.5 percent on supplies has been a major irritant for companies, particularly in comparison to non-corporate entities in the same business. The withholding tax requirement on supplies, services and contracts for small companies has been abolished.
4. Non-listed companies, which get listed on a stock exchange would receive a tax rebate of 1 percent. It is hoped that this would serve as an incentive to larger companies to solicit public participation in their securities.
5. Losses on amalgamation, which were hitherto allowed to be adjusted on amalgamation of companies in the financial sector, can also be adjusted by industrial undertakings. This is expected to encourage revival of sick units.
6. Group relief has been available to companies in the industrial sector only. This concession would now be available to companies in services sector as well.
7. Capital gains on dealings in listed securities were taxable in the hands of insurance companies although other investors were tax exempt in this regard. The disadvantage for insurance companies has now been removed.
8. In case of investment in TFCs, up to the value of Rs. 150,000, there would be no withholding tax on the return on these TFCs. This exemption would encourage investment in TFCs and also remove the disadvantage vis-à-vis National Savings Schemes.
9. Limit of investment in IPO by salaried persons has been increased from Rs. 100,000 to Rs. 150,000 to allow enhanced participation in new offers of securities.
10. The prescribed ceiling for admissibility of depreciation on value of leased cars has been removed, which will help promote the leasing sector.
11. Pension funds registered with the SECP have been allowed certain tax benefits, including tax credit on employees' contributions of up to Rs. 500,000 in a tax year, tax exemption on the income of a pension fund and tax exemption on profit of a pension fund manager on redemption of seed capital. These incentives would provide the much needed boost to the development of private pensions in the country.
12. Capital gains of stock exchange brokerage firms shall not be taxed if they convert into corporate brokerage houses up to 30 June 2006. It is hoped that brokers will take advantage of this facility.

• Guide Series
• Road Shows
• Registered Intermediaries and Licensed NBFIs
• Investor Complaints
• Fight against Frauds
• Public Warnings

Road Shows
The SECP and the Central Depository Company have been jointly holding road shows for investor awareness and education. The purpose is to attract savings to the capital market from retail investors and businessmen in smaller cities and to educate the potential investors about the working of the stock markets. These road shows have also helped in removing misconceptions about stock market investments and have provided a forum to fund managers, brokerage houses and financial institutions to reach investors in smaller cities of Pakistan. So far, road shows have been conducted in five cities namely, Sialkot, Peshawar, Hyderabad, Quetta and Multan. The next road show is scheduled to be in Sukkur on 7 January 2006.

Registered Intermediaries and Licensed NBFIs

• Stock Brokers (PDF Document)
• Agents (PDF Document)
• Insurance Surveying Officers (PDF Document)
• Insurance Surveyor Companies (PDF Document)

Investor Complaints

• Complaint Registration Form [English]
• Complaint Registration Form [Urdu]
• Complaints' Registration Form [online]
• Frequently Asked Questions

Fraud Investigation Unit
Fraud Investigation Unit (FIU) has been recently established within the SECP and is responsible for deterring and combating financial crimes in the corporate sector. The focus of the unit is to identify and investigate financial crimes, including financial crimes risk assessment and its management, and support in providing assurance for corporate governance and creation of deterrence.

Complaints
Through this page a complaint can be lodged. There are several ways to file a complaint:

1. Use the online form (Located above) to file your complaint electronically.
2. If you do not want to communicate electronically, fill out the form and send it on our address at:

Fraud Investigation Unit (FIU)
Securities and Exchange Commission of Pakistan,
NIC Building, Jinnah Avenue,
Blue Area, Islamabad.

The Companies Ordinance was promulgated in 1984 with the objective of achieving healthy growth of corporate enterprises, providing protection to investors and creditors, promoting investment and the development of the economy. In the twenty one years since the law came into force, the Pakistani economy, particularly the corporate sector, has witnessed considerable growth and expansion. The Companies Ordinance has been amended from time to time to cater to the needs of an ever expanding sector. There is however, an urgent need to carry out a holistic examination of the Companies Ordinance in order to assess the relevance of its objectives in the current economic scenario, the adequacy of its provisions and its capacity to allow for balanced growth of corporate enterprises and the extent of its harmonization with international best practices.

To undertake this essential exercise, the Securities & Exchange Commission of Pakistan (SECP) has established the Corporate Laws Review Commission (CLRC) under the able leadership and guidance of Chief Justice of Pakistan (Retd.) Ajmal Mian, and comprising of eminent members of the legal, accountancy and business community.

• Terms of Reference
• Notices
• Publications
• Comments and Suggestions
• Company Law Links
• Contact Us

Terms of Reference

Introduction

• The Securities and Exchange Commission of Pakistan ("the SECP") regulates the corporate sector in Pakistan in exercise of its powers under the Securities and Exchange Commission of Pakistan Act, 1997 and the Companies Ordinance, 1984 ("the Companies Ordinance").
• The Companies Ordinance was promulgated in 1984 with the objective of achieving healthy growth of corporate enterprises, providing protection to investors and creditors, promoting investment and the development of the economy.
• In the twenty one years since the law came into force, the Pakistani economy, particularly the corporate sector, has witnessed considerable growth and expansion. Two significant developments in this regard are the inclusion of the non-banking finance companies within the regulatory framework of the Companies Ordinance and the introduction of single member companies. The Companies Ordinance has been amended from time to time to cater to the needs of an ever expanding sector.
• There is however, an urgent need to carry out a holistic examination of the Companies Ordinance in order to assess the relevance of its objectives in the current economic scenario; the adequacy of its provisions, not only for the achievement of its avowed objectives, but for the creation and maintenance of a liberal, deregulated and efficient corporate sector; its capacity to allow for balanced growth of corporate enterprises and the extent of its harmonization with international best practices. In the event that the Companies Ordinance is found lacking in any of these crucial areas, and the gap cannot be plugged by suggesting amendments, there may be a need to redraft the law.
• To undertake this essential exercise, the SECP hereby establishes the Corporate Laws Review Commission ("CLRC") under the able leadership and guidance of Chief Justice of Pakistan (Retd.) Ajmal Mian and comprising, inter alia, eminent members of the legal and business community, listed in Schedule A hereto, to examine, assess and redraft the Companies Ordinance in accordance with these terms of reference.
  
  

Objectives of the CLRC
The objectives of the CLRC are to:

• Assess the adequacy of the Companies Ordinance vis a vis its stated objectives and for the development and maintenance of a liberal, deregulated, efficient and cost effective corporate sector.
• Examine the objectives, the structure and content of the Companies Ordinance to prepare a conceptual framework for revisions to or redrafting the Companies Ordinance.
• Draft the amendments to the Companies Ordinance or redraft the law, as may be necessary.
• Review the structure and contents of amendments or the redrafted law.
• Ensure that the amendments or the drafted law is in line with governmental policies; creates an enabling regulatory framework for enhanced corporatization, the balanced growth of the corporate sector and strikes an appropriate balance between indigenous conditions and international best practices. 
  
  

Scope of Work
The CLRC shall undertake all work necessary to achieve the aforesaid objectives, including, but not limited to:

• Examining the Companies Ordinance to assess its adequacy vis a vis its objectives and for the enhanced corporatization, good corporate governance, transparent and efficient financial reporting and the balanced growth of the corporate sector;
• Recommending necessary measures, e.g. amendments to the Companies Ordinance or redrafting the law, for the creation of a modern, efficient, liberal and flexible enabling regulatory framework for nurturing balanced corporate growth in Pakistan;
• Providing a detailed conceptual framework for the proposed amendments or the redrafting of the law;
• Ensuring that the provisions of the Companies Ordinance are consistent with other laws in Pakistan;
• Ensuring that the amendments or the redrafted law strikes an appropriate balance between governmental policies and national factors on the one hand and harmonization with emerging market norms and international best practices on the other.

Execution of the Work

• The CLRC is an independent body of experts and shall conduct its affairs in accordance with the procedures agreed upon by the members.
• In seeking to attain the objectives stated herein, the CLRC shall carry out the work as detailed in Part C above, as well as any additional work it deems necessary to achieve these objectives.
• The CLRC may co-opt such members or form such sub committees as it may deem necessary in order to meet its objectives.

Deliverables
The CLRC shall prepare the following deliverables:

• A concept paper for the development and regulation of the corporate sector.
• An interim progress report along with a preliminary draft of the amendments or the redrafted law, as the case may be.
• A draft bill containing the text of the amendments (as well as a version of the Ordinance, with the amended portions inserted) or the redrafted law as the case may be.
• A statement providing the objects of and reasons for the amendments or the redrafted law, including detailed rationale and justification for the amendments or redrafted law.
• A brief report indicating the areas in which regulations are required to be drafted and the likely scope of such regulations.

Estimated Schedule and Milestones
The deliverables shall be produced over a period of 7 months ending on 30th June 2006, in accordance with a time schedule to prepared by the CLRC substantially in line with Schedule B hereto.

Support
SECP will provide all necessary logistical support to the members of the CLRC including but not limited to travel to and accommodation in the place where the meeting of the CLRC is to be held, meeting rooms, office space, secretarial support and related facilities, engagement of consultants, advisers and experts.