Chapter # 03

Registrar Of
Companies
Salman Masood Sheikh
M.Com, MBA, M.Phil, ACMA,FPA, AITM, ACPA, CA (Int)
Director Quality Assurance, Superior University, Lahore
Registrar of Companies
Registrar means a person who performs the
duties of registration of companies and other
functions under the companys ordinance,
1984. The term registrar includes the
following officers
A registrar
An additional registrar
A joint registrar
A deputy registrar; and
An assistant registrar

Appointment of Registrar
The federal government is the appointing authority.
It has a power to appoint as many registrars,
additional registrars, joint registrars, deputy
registrars, and assistant registrars as it thinks it fit

Besides the above-mentioned designatories, an
officer with the title Registrar of Companies is also
appointed. He is the head of the organization for the
registration of companies in Pakistan.

The federal government fixes the salaries and other
terms and conditions of the persons so appointed.
Functions & Powers of Registrar
Confirm the availability of the name for registration

Certify the incorporation of a company by issuing the certificate of
incorporation.

Register the alternation in memorandum of association and articles
of association.

In case of a company shifting its registered office from one province
to another transfer the documents of the company to the registrar of
the province in which company is transferring its registered office.

Accept a declaration of compliance of the requirements of the
companies ordinance 1984 and rules made there under regarding
registration of memorandum association and articles of association

Register the memorandum of association and articles of association
and articles of association.
Functions & Powers of Registrar
Accept and decide an appeal against the orders of an additional
registrar, joint registrars, deputy registrars, or an assistant registrar
for refusal to register the memorandum of association and articles of
association.

May consent to adopt the name of such a company which is in the
course of being dissolved.

Issue directions for rectification in the name of the company. Such
directions may be issued within a period of three years from the date
of incorporation.

Approve the change of the name by company.

Issue a new certificate of incorporation upon change in the name of
company.

Confirm the conversion from private company to public company or
vice versa
Functions & Powers of Registrar
Enter the words (private) limited, limited or (guarantee) limited as
the case may be , if the SECP revokes the license issued by it u/s 42

Register the prospectus or statement in lieu of prospectus filed by a
company converted from private company to public company.

Register the prospectus filed by a company

Excuse the no-compliance of certain provisions relating to prospectus.

Register the statement in lieu of prospectus filled by a company

Refuse to register the prospectus if certain provisions of the
companies ordinance, 1984 are not complied with.

Extend the period of filing the return as to allotment of shares for a
period upto thirty days.
Functions & Powers of Registrar
Register the filing of circular issued by a company in respect of issue
of right shares

Register the alternation in share capital.

Receive the notice of consolidation or division of share capital.

Record the increase in the capital or members of a company

Receive & register return about purchase of its own shares by
company

Register the order confirming the reduction of share capital and certify
the registration of such orders and minutes

Register order of the court confirming variation of shareholders right.

Register conversion of an unlimited company into a limited company
Functions & Powers of Registrar
Order for immediate supply of the copy of trust deed to a debenture
holder and a member.

Register the mortgages and charges and issue a certificate of such
registration.

Keep and maintain the register of mortgages and charges.

Keep and maintain a chronological index of all mortgages and charges
registered under the companys ordinance.

Under the rectification in register of mort gages and charges.

Register the payment of satisfaction in the register of mortgages and
charges and issue a certificate to that effect.

Issue a show cause notice to the holder of the mortgage or charge.

Enter memorandum of satisfaction in register of mortgages & charges
Functions & Powers of Registrar
May order the company to allow immediate inspection of the register
of mortgages and charges and provide copies thereof.

Enter the appointment of a receiver or manager in the register of
mortgages and charges whenever intimated to him

Record the situation of the registered office of accompany or any
change therein.

Issue a certificate of commencement of business.

Extend the period of filing the annual return of the members of the
company.

In case of non listed companies extend the time for holding annual
general meeting
Functions & Powers of Registrar
Allow a company to hold its extra ordinary general meeting in notice
of less than twenty one days
Register the resolutions filed by a company
Direct inspection and supply of a copy of minutes of the meetings.
Register the consent of a person to act as director.
Order for inspection of the register of officers, etc., if refused by the
company
Direct an inspection of the register of shares or securities not held by
the company in its own name
Direct the inspection of the contracts for appointment of managing
agent, chief executive or secretary
Required a certified copy of the register of directors; holdings etc., or
any part thereof
Direct immediate inspection of the above register.
Register the return of beneficial ownership of listed securities by
directors etc.
Functions & Powers of Registrar
Direct recovery of gains under section 224(1) from the directors, chief
executive, managing agent chief accountant, secretary or auditors of
listed company.

Register the notice filled by a company regarding place of keeping
books of accounts at place other than its registered office

Inspect the books of accounts and other books maintained by the
company.

Extend the period of preparation and submission of the annual
accounts.

Grant permission to a non-listed company for preparation of accounts
for period exceeding twelve month.
Functions & Powers of Registrar
Call for information and explanation from the company and any of its
past or present officer and report to the SECP regarding the
information obtained

Seize the documents papers and books

Apply to the court for the winding up of the company

Make representation to the court (upon a notice issued by it).

Make an application to the court complaining that the affairs of the
company are being conducted in an unlawful or a fraudulent manner.

Register the orders of winding-up issued by the court
The registrar is empowered to call upon company and any of its
officers to furnish the desired information or explanation to him. Legal
provisions in this regard are discussed below:

Where the registrar is of the opinion that any information, explanation
of document is necessary with respect to any mater he may call upon
the company and any of its present or past directors, officers, or
auditors, to furnish such information, etc in writing. The registrar may
form his opinion as above after perusal of any document submitted to
him or any notice advertisement or other communication or otherwise.

The registrar shall call the information explanation or document by an
order in writing, which shall also state the information etc called upon
and the time for its compliance. At least fourteen days must be
provided to the company for compliance.

A director officer or auditor who ceased to hold office more than six
year before. the date of order of order of the registrar shall not be
compelled to furnish the information etc

Powers of Registrar to call for information
It shall be the duty of the company and any officer who has received the
order to furnish the information etc. to the best of his knowledge and
power

The registrar may by written order call on the company and any of its
officers to producer before him for his inspection such books and paper
as are considered necessary within the specified period if

No information or explanation is furnished within the specified period; or

The information or explanation furnished is in the opinion of the registrar,
inappropriate.

Under this case it shall be duty of the company and such persons to
produce the specified period.

Where a company or its officer refuses or makes default in furnishing
the information or documents the trying authority besides the
punishment given below may make order directing the company to
produce such books or papers as in its opinion, may reasonably be
required by the registrar for his investigation

Powers of Registrar to call for information
The company shall be liable in respect of each offence to a fine upto Rs. 20,000 in
case of continuing default, to a further fine upto Rs. 500 per day

Punishment to defaulting officer:

Every officer of the company who is knowingly and willfully in default shall be
punishable with imprisonment up to one year and shall also liable to a fine imposed
by trying authority

One receipt of desired information, etc the Registrar may annex the same or copy
thereof or extract there from to the original document submitted to him. This
information, in the same manner as the original document could be.

Under the following cases the registrar shall be report in writing the circumstances of
the cases to the SECP:

If the information or explanation or books or paper required by the registrar is not furnished
within the specified time;

If after perusal of such information etc. the registrar is of the opinion that such document etc
discloses an unsatisfactory state of affairs; or

If the document etc furnished does not disclose a full and fair statement of the matter to
which it relates.
Punishment to Company
Where the registrar believes (on the basis of his information) that the books and papers
may be destroyed, mutilated altered falsified or secreted he may search and seize such
books and papers ager obtaining permission of the magistrate of the first class or the cur.
The books and papers may be of or relating to the following persons:
Any company;
Any chief executive;
Any officer of the company; or
Any associate of the chief executive or officer of the company.
After obtaining due permission the registrar may authorize any of its sub ordinance (not
below the rank of an assistant registrar) to:
Enter with required assistance the place where such books and papers are kept;
Search that place in the manner specified in the order; and
Seize such documents as he considers necessary.
The registrar shall inspect the books and papers and may before returning them, take
copies of or extract from them or put such marks of identification on them as is
considered necessary.
The books and papers belong to the company or the person from whom those are seized,
these are to be returned by the registrar to the company chief executive or any other
person from whose custody or power they were seized. These are returned within a
maximum period of thirty days after such seizure. The SECP may allow the registrar to
retain the seized books and papers for a further period of thirty day. Before issuing such
order it shall provide the company an opportunity of being heard.
While searching and seizing the books and papers the registrar shall follow the procedure
laid down in code of criminal procedure, 1998 relating to searches or seizures.
Seizure of Documents by Registrar
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