外国投资和外国人在巴基斯坦开设企业 - 哈立德扎法尔和同事

The Act requires certain reporting requirements, which have to be compiled with by the foreign companies. These reporting requirements include the submission of the copies of the Constitution, bye-laws, full address of the registered office, list of directors, audited balance sheets/profit or loss account, and the address of company in Pakistan. The consequences of non-registration are that the foreign company will not be able to file any suit or claim any set-off in any litigation in the courts of Pakistan although their contracts would be deemed valid. The expression ‘place of business’ has been defined in the Act and the definition is wide enough to include any form of office of a foreign entity in Pakistan may it be liaison office or branch office, therefore, the registration of any of these offices with Securities and Exchange Commission of Pakistan is necessary.In addition to the above statutory framework the BOI issues policy directives from time to time. For example, the BOI has required that foreign companies establishing a branch/liaison office in Pakistan must file an application with the BOI on a specimen provided by the BOI. The BOI also requires filling of application in respect of projects in the field of services, infra-structure, social and agricultural sectors in terms of another specimen requires that all foreign companies must register both with it as well as with the SECP as per the requirements of the Act noted earlier. For example, as per the policies of the BOI a liaison office is established for carrying out auxiliary activities such as maintaining quality control, provision of technical advice and assistance, exploring the possibility of joint collaboration and export promotion and educating the Pakistani users of the company product etc. It is not allowed to engage in any trading or commercial activities.

Options for Foreigners for opening up a Limited Liability Company in Pakistan

A foreign national or a foreign company can form a limited liability company incorporated in Pakistan in the following three ways subject to security clearance:

1. Branch Office
2. Liaison Office
3. Incorporate a New Company
4. Acquisition of shares in an already incorporated company.

Security Clearance Requirement for Foreigners Registering/Acquiring a company in Pakistan.

A shareholder or director of the Company who is a foreign national will have to submit additional documents with Securities and Exchange Commission of Pakistan, at the time of filing documents for registration of a company, for the purpose of seeking security clearance from the Ministry of Interior.

In case of transfer of shares in favor of the foreign national/company and appointment of foreign national as director/chief executive of company in Pakistan, security clearance is also obtained from the Ministry of Interior Pakistan. However, in case of acquisition of share by a foreigner, the company can resume business subject to the concerned foreign person (individual or company) submitting an undertaking to the effect that in case clearance is not granted, it will transfer its shares or resign from the Board of Directors, as the case may be.

For security clearance, following documents of proposed directors/chief executive/shareholders shall be required:

1. Complete Bio Data of all directors/chief executive/ shareholders
2. Resume of each non-resident director and member
3. Copies of the qualifications of each non-resident director and member of the foreign company
4. Copies of Valid Passports of all directors/chief executive/shareholders
5. Nine passport size colored photographs of all directors/chief executive / shareholders seeking such security clearance
6. Contact details including postal address, phone No. and Email ID of all directors/chief executive / shareholder.
7. Signed Undertakings from of all directors/chief executive/ shareholders (Notarized) in the prescribed form confirming that in case of rejection of security clearance the shareholder shall take immediate steps for transfer of his share to some other party who has obtained security clearance, will submit an application for security clearance, or does not require security clearance.

In case a foreign company is the shareholder of a company, the following will be required to be submitted to the Security Exchange Commission of Pakistan in respect of the same:

1. Complete name of the Company
2. Certificates of Incorporation of foreign company notarized and attested by the Pakistani Embassy
3. Copies of Memorandum of Association and Articles of Association (i.e. Constitution Documents) of the foreign company. Both are required to be notarized and attested by the Pakistani Embassy
4. The prescribed bio-data verification form, filled by the directors and CEO of the foreign company. A copy of the CV and valid passport of the person executing the bio data form is also required
5. Copies of passport and CV of the directors and CEO of the foreign company including three passport size colored photographs
6. List of shareholders of the foreign company
7. A brief company profile listing the organizational structure and business of the foreign company
8. Board resolution of the foreign company authorizing purchase of shares of the company in Pakistan and detail of investment/acquisition of shares in the Pakistani company and authorization of authorized signatories for execution of documents and to take all required steps for acquisition of shares of company in Pakistan (Notarized)
9. Registered office address, telephone No., fax No. and official Email ID of the foreign company.
10. Undertaking, in the prescribed format, signed by an authorized person (as per board resolution, copy whereof is also required) of the foreign company. The Undertaking is required to be notarized by a notary public and attested by the Pakistani Embassy
11. Power of attorney in favour of the authorized person executing the undertaking on behalf of the foreign company;
12. The following details of each director and shareholder of the foreign company
    1. Name
    2. Fathers Name
    3. Date of Birth
    4. Nationality
    5. Residential Address
    6. Business Address
    7. Position [director/shareholder/partner]

    As security clearance from the Ministry of Interior Pakistan takes time, the documents filed for registration of new company and forms filed for transfer of shares and appointment of director are accepted by the Securities and Exchange Commission of Pakistan on the basis of Undertaking wherein the foreign director/shareholder/chief executive undertake that they will transfer their shares to any other person/resign as director/chief executive if their security clearance is not confirmed by the Ministry of Interior Pakistan.

Repatriation of Foreign Investment

The Company can repatriate the profits of the foreign investment by obtaining a prior ‘Entitlement Certificate’ issued by State Bank of Pakistan for investment in Pakistan on repatriate basis. The State Bank, on the request of the company, authorizes an authorized dealer for the purpose of remittance of dividend to non-resident shareholders as per procedure outlined in Foreign Exchange Manual. The authorized dealers are Schedule Banks and all inward and outward remittance should be done through the said dealer.