Form of memorandum and articles.

—The form of Sec 41

 memorandum of association of a • shall be in accordance with the

company limited by shares; form set out in Table B, in the First
 memorandum and articles of Schedule.
association of a company limited • shall be in accordance with the
by guarantee and not having a form set out in Table C, in the First
share capital; Schedule.
 memorandum and articles of • shall be in accordance with the
association of a company limited form set out in Table D, in the First
by guarantee and having a share Schedule.
capital; and
 memorandum and articles of • shall be in accordance with the
association of an unlimited form set out in Table E, in the First
company having a share capital, Schedule.
Memorandum to be printed, signed and dated Sec 31
The memorandum shall be
(a) printed in the manner generally acceptable;
(b) divided into paragraphs numbered consecutively;
(c) signed by each subscriber, who shall add
o his present name in full,
o his occupation
o father‘s name or,
o in the case of a married woman or widow, her husband‘s or deceased husband‘s name in full,
o his nationality and
o his usual residential address and
such other particulars as may be specified, in the presence of a witness who shall attest the signature and
shall likewise add his particulars; and
(d) dated.
Memorandum of company limited by shares Sec 27
 In the case of a company limited by shares the memorandum shall state
(i) the name of the company with the word
o Limited‖ as last word of the name in the case of a public limited company,
o the parenthesis and words (Private) Limited as last words of the name in the case of a private limited
company, and
o the parenthesis and words (SMC-Private) Limited as last words of the name in the case of a single
member company;
(ii) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which the
registered office of the company is to be situate;
(iii) principal line of business:
(iv) an undertaking as may be specified;
(v) that the liability of the members is limited; and
(vi) the amount of share capital with which the company proposes to be registered and the division
thereof into shares of a fixed amount;
 no subscriber of the memorandum shall take less than one share; and
 each subscriber of the memorandum shall write opposite to his name the number of shares he agrees
to take.
Memorandum of company limited by guarantee. Sec 28
 In the case of a company limited by guarantee the memorandum shall state
(a) the name of the company with the parenthesis and words "(Guarantee) Limited" as last words of its
name;
(b) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which the
registered office of the company is to be situate;
(c) principal line of business;
(d) an undertaking as may be specified;
(e) that the liability of the members is limited; and
(f) such amount as may be required, not exceeding a specified amount that each member undertakes to
contribute to the assets of the company in the event of its being wound up while he is a member or
within one year afterwards for payment of the debts and liabilities of the company contracted before he
ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of rights
of the contributories among themselves.
 If the company has a share capital, the memorandum shall also state the amount of share
capital with which the company proposes to be registered and the division thereof into shares
of a fixed amount and the number of shares taken by each subscriber.
Memorandum of unlimited company Sec 29
 In the case of an unlimited company the memorandum shall state
(a) the name of the company with the word ―Unlimited‖ as last words of its name;
(b) the Province or the part of Pakistan not forming part of a Province, as the case may be, in which
registered office of the company is to be situate;
(c) principal line of business;
(d) an undertaking as may be specified;
(e) that the liability of the members is unlimited.
 If the company has a share capital, the memorandum shall also state the amount of share capital with
which the company proposes to be registered and the number of shares taken by each subscriber.

Copies of memorandum and articles to be given to members Sec 39

 Each company shall send to every member, at his request and within 14 days, on payment of such sum, as the
company may fix, a copy of the memorandum and the articles, if any.
Business and objects of a company. Sec 26 (1)
 A company may carry on or undertake any lawful business or activity and do any act or enter into any
transaction being incidental (related) and ancillary (additional) thereto which is necessary in attaining
its business activities:

 The principal line of business of the company shall be mentioned in the memorandum of association of
the company which shall always commensurate (matching) with name of the company; and
 any change in the principal line of business shall be reported to the registrar within thirty ( 30 )days
from the date of change.

Principal line of business‖

means the business in which substantial assets are held or likely to be held or substantial revenue is
earned or likely to be earned by a company, whichever is higher.

A company shall not engage in a business which is

(a) prohibited by any law for the time being in force in Pakistan; or
(b) restricted by any law, rules or regulations, unless necessary licence, registration, permission or
approval has been obtained or compliance with any other condition has been made.
Alteration of memorandum Sec 32
A company may by special resolution alter the provisions of its memorandum so as to
(a) change the place of its registered office
o from one Province to another or
o from Islamabad Capital Territory to a part of Pakistan not forming part of a Province and vice versa;
(b) change its principal line of business; or
(c) adopt any business activity or any change therein which is subject to licence, registration, permission or approval
under any law.
Steps of Alteration
i. Company shall pass Special resolution to alter the provisions of its memorandum
ii. File petition with commission and the alteration shall take effect when it is confirmed by the Commission on
petition.
iii. An alteration so as to change its principal line of business shall not require confirmation by the Commission
iv. A copy of the order confirming the alteration duly certified by an authorised officer of the Commission shall be
forwarded to the company and to the registrar within 7 days from the date of the order
v. Company shall file a copy of the memorandum of association as altered within 30 days with the registrar
vi. Registrar shall register the same and issue a certificate which shall be conclusive evidence that all the
requirements of this Act with respect to the alteration and the confirmation thereof have been complied with
and thenceforth the memorandum so filed shall be the memorandum of the company
vii. In case of a transfer of registered office from the jurisdiction of one company registration office to another,
physical record of the company shall be transferred to the registrar concerned of the company registration office
in whose jurisdiction the registered office of the company has been shifted
ARTICLES OF ASSOCIATION
 Articles of association signed by the subscribers to the memorandum and setting out regulations for
the company.
 Articles of association of a company limited by shares may adopt all or any of the regulations contained
in Table A in the First Schedule to this Act.
 In the case of
o an unlimited company or
o a company limited by guarantee,
the articles, if the company has a share capital, shall state the amount of share capital with which the
company proposes to be registered.
 In the case of
o an unlimited company or
o a company limited by guarantee,
if the company has no share capital, the articles shall state the number of members with which the
company proposes to be registered.
 The articles of every company shall be explicit and without ambiguity
 The articles shall list and enumerate the voting and other rights attached to the different classes of
shares and other securities, if any, issued or to be issued by it.
Articles to be printed, signed and dated Sec 37
The articles shall be
(a) printed in the manner generally acceptable;
(b) divided into paragraphs numbered consecutively;
(c) signed by each subscriber, who shall add
o his present name in full,
o his occupation
o father‘s name or,
o in the case of a married woman or widow, her husband‘s or deceased husband‘s name in full,
o his nationality
o his usual residential address and
o such other particulars as may be specified,
in the presence of a witness who shall attest the signature and shall likewise add his particulars;
And
(d) dated.
Alteration of articles Sec 38
 A company may alter its articles
o Subject to the provisions of this Act and
o to the conditions contained in its memorandum and
o by special resolution and
any alteration so made shall be as valid as if originally contained in the articles and be subject in like
manner to alteration by special resolution.
 where such alteration affects the substantive rights or liabilities of members or of a class of members, it
shall be carried out only if a majority of at least 3/4th of the members or of the class of members
affected by such alteration
 A copy of the articles of association as altered shall, within 30 days from the date of passing of the
resolution, be filed by the company with the registrar and he shall register the same and thenceforth
the articles so filed shall be the articles of the company.

Alteration of memorandum or articles to be noted in every copy Sec 40

 Where an alteration is made in the memorandum or articles of a company, every copy of the
memorandum or articles issued after the date of the alteration shall conform to the
memorandum or articles as so altered.