Chapter 2: Names

Question 1

Prohibited names (5)

Answer 1

• Containing word or expression prohibited by SECP
• Inappropriate, undesirable or deceptive (in the opinion of SECP)
• Designed to exploit or offend religious sentiments of people
• Identical OR - Nearly resembling:
  with name of a company already registered

Question 2

Names which require prior approval of SECP

Answer 2

• Patronage of any, past/present, Pakistani/foreign, Head of State
• Any connection with Federal Govt. or Provincial Govt. or any department or authority of any such Government;
• Any connection with any corporation set up by or under any Federal or Provincial law
• Patronage of, or any connection with, any foreign Government or any international organization
• Establishing a modaraba management Co or to float a modaraba
• Any other business requiring a license from the government

Question 3

Application for reservation of a name (5+3)

Answer 3

1. make an application in specified form and manner with a specified fee, to the
   registrar for reservation of any name
2. Reservation can be made for a period of maximum 60 days.
3. If application is refused by registrar:
   person may appeal to SECP W30D of refusal.
4. Order of SECP = Final
5. If found that a name was reserved, by furnishing false or incorrect information:
   * Such reservation = cancelled
   * person shall pay penalty
   * if company already incorporated, it will be directed to change its name.

Question 3

Publication of Name

Answer 3

1. Name + incorporation number of ltd co. shall be displayed outside every office/place of business in conspicuous position.
2. Co. shall display certified copy of certificate of incorporation at every place of business.
3. • Name,
     - address of registered office,
     - telephone,
     - fax number,
     - e-mail and
     - website addresses
     hall be mentioned on all documents of co.
4. Level 1 Penalty on company and its officers for not displaying name in manner provided
5. Officer shall be personally liable for debt of company if he issue / authorize any document
   without mentioning the name of company

Question 4

Rectification of Name, if a wrong was chosen (3+2+3)

Answer 4

1. If wrong name selected by Co,
   - may change name with the approval of registrar; and
   - shall change name within 30 days if registrar directs so
2. Registrar shall, before issuing direction for change of name, give Co an opportunity of being heard
3. If company fails to comply with above direction, registrar may
   - Register company under a new name selected by him;
   - Issue a certificate of incorporation on change of name; and
   - Impose a penalty for non compliance

Question 5

What should a company do when it wants to change its name (2)

Answer 5

1. Special Resolution (more than equal to 75% members)
2. Approval of registrar.

No approval required if addition or deletion of words “(Private), (SMC-Private), (Limited) or
(Guarantee Limited) or (Unlimited)]

Question 6

Special resolution definiton. (5)

Answer 6

1. A resolution passed by
2. majority of not less than 3/4 of members
3. who are entitled to vote: present in person, through postal ballot, by proxy
4. at general meeting
5. with not less than 21 days notice specifying intention of such resolution

Question 7

AFTER Change of Name (5)

Answer 7

1. Registrar shall enter the new name on register in place of old one
2. Registrar shall issue a new certificate of incorporation
3. Co. shall continue to mention former name + its new name outside every business place
   and in all documents (for 90 days from date of issue of new certificate)
4. Change of name shall not affect the rights & obligations of Co.
5. Legal proceeding may be continued against Co in new name