Chapter 2: Alteration

Question 1

Alteration of Principal Line of Business clause (4)

Answer 1

 Company may by special resolution alter its MOA to Change its principle line of business
 Such alteration shall not require confirmation by SECP
 Company shall file amended MOA with registrar within 30 days on specified form
 Registrar may give direction of change of name if name does not match with principal line of business of the company.

Question 2

Alteration in the articles of association (5)

Answer 2

 Company may, by special resolution, alter its AOA
 Any alteration shall be as valid as if originally contained in AOA
 If alteration affects substantive rights or liabilities of members or class of members, it shall be carried out only if majority of at least 3/4th of those affected vote for that (personally or through proxy)
 A copy of altered AOA shall be filed with registrar within 30 days
 Registrar shall register the same.

Question 3

Alteration of Registered Office clause in MOA (4+2)

Answer 3

 Company may by special resolution alter its MOA to change its registered office from:
- One Province to another Province or Islamabad Capital Territory and vice versa; or
- One Province or Islamabad Capital Territory to a part of Pakistan not forming part of a Province and vice versa.
 Company shall apply to SECP for obtaining its approval
 When company actually shifts its registered office, it shall inform the registrar within 15 days of the date of such shifting.
 Where alteration involves a transfer of registered office from jurisdiction of one company registration office to another, physical record of company shall be transferred to the other registrar (where the registered office has been shifted)

Question 4

SECP Approval for alteration

Answer 4

 SECP must be satisfied that
- Circumstances for alteration of object/registered office exists
- Sufficient disclosure has been given to every creditor and member of the company
 SECP may make an order confirming alteration either wholly or in part, and on such terms and conditions as it thinks fit.
 A copy of duly certified order of SECP shall be forwarded to the company and to registrar within 7 days from the date of the order.
 A certified copy of SECP’s order and a printed copy of altered MOA shall be filed with
registrar within 30 days of order (May be extended by SECP)
 Registrar shall register it and issue a certificate