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국제법률연구원(ILRI)은 귀사의 성공적인 해외진출을 돕기 위해 현지변호사들과 자체 개발한 온라인 법인설립서비스인 "오이오스(OIOS)" 로 52개국의 현지 로펌과 제휴해 해외진출지원 서비스를 제공하고 있습니다. 국제법률정보, 해외법인설립, 국제계약 검토, 해외기업 인수합병, 현지법인 운영대행, 번역통역 등 해외진출 관련 전반적인 지원을 하고 있으니 많은 문의 바랍니다. (참고. http://www.ilri.co.kr/establishment.htm )
아래에 파키스탄 현지의 회사설립(법인설립)과 관련된 정보와 주의사항을 안내합니다.
1. Minimum capital for incorporate foreign company.(Co. Ltd. LL.C. LL.P) ?
There is no “Minimum capital requirement” for Foreign Companies for establishing place of business in Pakistan. Companies are registered once in the whole world (and secure “Certificate of Incorporation” once) any they only establish place of business in other countries. However, Foreigners are allowed to establish domestic (Pakistani) Companies and, in such cases, some of these companies (such as commercial banks, investment banks, leasing companies, non-banking financial companies (NBFCs) and modarabas, etc) are required to meet minimum capital requirement before these companies are allowed to commence business.
2. Required documents?
Documents required from a foreign company for establishing a place of business in Pakistan are as follows:
(i) Duly certified Memorandum and Articles (or Constitution or charter or statute or Rules or Regulations, as the case may be) of the Company.
(ii) Duly certified Certificate of Incorporation.
(iii) Address of Principal or registered office of the Company in the country of origin.
(iv) Address of Principal office of the Company in Pakistan.
(v) Particulars of Chief Executive, Directors, Secretary etc of the Company.
(vi) Particulars of Principal person in Pakistan authorised to accept service on behalf of foreign Company.
(vii) List of places of business established by foreign company in Pakistan.
(viii) Special Power of Attorney in favour of someone to meet statutory requirements.
3. Visa information for L-1, L-2 (long-term business resident permit) include require documents? Please do not tell us "ask to Embassy in Korea."
Detailed Visa procedure/Business Visa is attached.
4. Processing time. How many days does it take to receive?
1) Certificate of Incorporation
No “Certificate of Incorporation” is issued to a foreign company. Only “Filing Certificate”, showing filing of returns, is issued. If documents are complete, filing certificate is issued in 2/3 days.
2) Business Registration
Generally no business registration is required. However, it depends on the nature of business of the Company.
5. Fee and other expenses, include corporate kit?
I. Fixed Fees are negotiated by mutual consent.
II. Time-Rated Fee
1. Our time-rated Fee per hour or part thereof, is Rs. 12,000/- (Rupees Twelve Thousand, only) for Senior Partner subject to a minimum of Rs. 54,000/- (Rupees Fifty Four Thousand, only), and Rs. 4,500/- (Rupees Four Thousand and Five Hundred, only) for Associates, subject to a minimum of Rs. 27,000/-, in case no retainership is agreed.
2. However, for clients who pay us a monthly retainer, our rebated time-rate Fee per hour or part thereof is Rs. 9,000/- (Rupees Nine Thousand, only) for Senior Partner, and Rs. 6,000/- (Rupees Six Thousand, only) for Associates. The Monthly Retainer is Rs. 30,000/- (Rupees Thirty Thousand, only) per month, and entitles the client only to the rebated time-rate, but does not include payment for the services, which will be separately charged at the rebated time-rate.
III. Expenses
1. Expenses are not included in the fees and will be invoiced separately, including photocopying, faxing, telephone calls, courier and posting, etc. – if so required by ACLA, at its sole discretion.
2. Where the service required is outside Islamabad, separately invoiced expenses shall include, inter alia, air travel by business class, air-conditioned road transportation, and residential accommodation (if required overnight) at a five-star hotel or (if such accommodation is unavailable) the nearest equivalent.
3. In addition to the fees and expenses stated hereabove, special lump sum for per diem for services provided outside Islamabad may be agreed upon by both parties.
4. Travel, accommodation and per diem expenses, as specified hereabove shall be payable in advance.
Foreign Company Registration in Pakistan
A Wholly Owned Subsidiary Company is an entity of which 100% shares are held by another company. When foreign company makes 100% FDI (Foreign Direct Investment) in Pakistan, the Pakistani company becomes the Wholly Owned Subsidiary of that Foreign Company.
A Wholly Owned Subsidiary of Foreign Company can be defined as an entity whose entire share capital is held by the foreign corporate bodies. A Wholly Owned Subsidiary Company can be formed as a private, limited, limited liability company. Considering the various exemptions available to a private company limited by shares under the Pakistan’s Companies Ordinance 1984, it is recommended that a Wholly Owned Subsidiary Company be established as a private company.
Pakistan’s investment and corporate laws permit wholly-owned subsidiaries with 100% foreign equity in all sectors of the economy including manufacturing, trading and service sectors with full repatriation rights as to capital and dividends remittable through a commercial bank without the frequent need to access the State Bank of Pakistan (Central Bank).
Foreign investors have also been provided added legal protection against nationalization, expropriation and currency inconvertibility and for such contingencies the foreign investor would be entitled to fair compensation at the prevailing market value.
Limited liability Company has Two Categories:
Private Limited Company
Public Limited Company (unlisted or listed)
Private Limited Company:
A private company is required to have a minimum of 2 members and 2 directors. It may commence its business immediately after its incorporation. A private company, through its Articles of Association (AoA) restricts the right to transfer its shares, limits the number of its members to fifty (50) and prohibits any invitation to the public to subscribe for its shares.
Single-Member Company:
Single Member Company as is evident from the name is the type of the company with only one member who is the sole director of the Company as well. All the shares are vested with single member; however, it is mandatory for the single member to nominate an individual as nominee director, to act as director in case of his death, and an alternate nominee director who will act as nominee director in case of non-availability of nominee director. A corporate entity cannot become its member or director.
Sole Proprietorship Registration
Public Limited Company:
A public unlisted company must have at least 3 members and 3 directors. It does not become entitled to commence its business unless it obtains ‘Certificate of Commencement of Business’ from the Registrar of Companies, Securities and Exchange Commission of Pakistan. There is no restriction on the maximum number of members and transfer of shares. A public company has option to list its securities/shares at Pakistan Stock Exchange. It must then have at least 7 members and 7 directors. Its minimum paid up capital should be Rs. 200 million and it is also required to make a public offer/issue of its shares which must be subscribed by at least 500 applicants. The post issue paid up capital is required to be at minimum Rs.500 million.
A comparison of the each type of companies is provided below:
Type of Company Minimum number of shareholders /
members Maximum number of shareholders /
members Minimum number of directors Transfer of Shares
Single Member Company 1 1 1 Restricted
Private Limited Company 2 50 2 Restricted
Public Limited Company (unlisted) 3 unlimited 3 No restriction
Public Limited Company (listed) 500 unlimited 7 No restriction
Incorporation of a Private Limited Company:
A private limited company can be incorporated either as a wholly owned subsidiary of a body corporate or as joint venture company with local investors. It is incorporated in Pakistan under the Companies Ordinance, 1984 and the Companies General Provisions and Form Rules, 1985. The process involves preparation and submission of constitution and identity documents of the investing company and directors of the proposed company, to the Securities and Exchange Commission of
Pakistan (SECP). The process of incorporation starts from reservation of company’s name and ends with the issuance of Certificate of Incorporation. The SECP usually does not require more than 1 week for incorporation, from the filing of the required documents and submission of prescribed fee.
Provident Fund Accounting
Step 1: Obtain permission from Board of Investment:
A foreign company is first required to obtain a permission letter from the BOI, Government of
Pakistan with a specific validity period for opening and maintaining of place of business in Pakistan. Copy of such permission letter is required to be furnished with the documents meant for registration.
Step 2: Seek availability of company name:
A foreign company is required to seek “Availability of Name” of proposed company from Securities
and Exchange Commission of Pakistan (SECP). The proposed name should not be:
Inappropriate
Designed to exploit or offend the religious susceptibilities of the people.
Identical or having close resemblance with already existing company.
Suggesting connection with any Government or its organization or any international organization.
Step 3: Documentation:
After seeking company name availability, next step is documentation. A foreign company is required
to file the following documents, within thirty days of establishing a place of business in Pakistan
(Sections 450 to 458 of the Companies Ordinance 1984), to the registrar concerned:
Forms (38-43) as prescribed under the Rules:
Form 38: Certified copy of the charter, statute or Memorandum and Articles of the company.
The certification is to be given by:
(a) the public officer in the country where the company is incorporated in whose
custody the original is committed; or
(b) a notary public of the country where the company is incorporated; or
(c) an affidavit of a responsible officer of the company in the country where the
company is incorporated.
In first two situations, at (a) and (b), certification is required to be authenticated
by a Pakistan diplomatic consular or consulate officer, while in third situation at
(c) above, affidavit shall be signed before a Pakistan diplomatic consular or
consulate officer. [Rule 22 of Companies (General Provisions and Forms) Rules,
1985]
Form 39: Address of registered office or principal office of the company.
Form 40: Particulars of directors, Chief Executive and Secretary, if any, of the company.
Form 41: Particulars of principal officer of the company in Pakistan.
Form 42: Particulars of person(s) resident in Pakistan authorized to accept service on behalf of the foreign company along with the certified copy of the appointment order, authority letter of board of directors’ resolution and consent of the principle officer.
Form 43: Address of principal place(s) of business in Pakistan of the foreign company (Section 451).
Authority letter in the name of authorized representative of the foreign company.
III. Fee Challan to be filed to SECPEvery Company formed or incorporated outside Pakistan which has established a place of business in Pakistan and delivers the aforesaid documents shall be assigned a Corporate Universal Identification Number (CUIN) and be issued a certificate of registration of documents.
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Contractual Capacity & Right to Invest:
Immediately upon registration with SECP, the entity becomes eligible for entering into contracts or arrangements with resident or non-resident entities or individuals. The right to invest is an inherent right of a limited liability company within or outside Pakistan.
Commencement of Business:
A Certificate of Incorporation issued by the Registrar of Companies is a conclusive proof of establishment of the entity in Pakistan. This also entitles a PLC to commence its business.
Exit Mechanism:
Exit mechanisms available for foreign investors are i.e. transferring / selling of shares or winding-up / liquidation of the company. These are however subject to statutory requirements under the Companies Ordinance, 1984 and taxation laws. The eligibility to repatriate proceeds under FERA is established upon of completion of the requirements of the relevant mechanism.
법률전문 통역번역이 필요하시면 국제법률연구원에 문의하세요.
고도의 국제법 전문가 그룹
국제법률연구원 International Law Research Institute.
Website. www.ilri.co.kr
Contact: Tel. [Korea +82] / E-mail.
• Information. (0)507-1350-0621 / info@ilri.co.kr
• Paid counsultation. (0)2-557-3476 / (0)10-5295-0621
• Law Dept. (0)507-1351-0621 / law@ilri.co.kr
• Education Dept. (0)507-1352-0621 / education@ilri.co.kr
• Finance Dept. (0)507-1353-0621 / finance@ilri.co.kr
• Press Dept. (0)507-1354-0621
• Court Auction Dept. (0)507-1420-0621
• Service fee.
http://www.ilri.co.kr/community2.htm?board_no=322 |
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