Single member company

Single Member Company

Submitted By
M.Adnan Akram Sajid Majeed

Submitted To
Sir Qamar Abbas Zaidi

Single member company

TABLE OF CONTENTS

Executive summary----------------------------------------------------------------------00 Security exchange commission of Pakistan----------------------------------------00 Organizational structure of S.E.C.P---------------------------------------------------00 List of single member company-------------------------------------------------------00 Introduction of company---------------------------------------------------------------00 Description of report--------------------------------------------------------------------00 Regulations for management of a SMC (pvt) limited by shares---------------00 Bibliography-------------------------------------------------------------------------------00 Appendix------------------------------------------------------------------------------------00
Forms----------------------------------------------------------------------------------00

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EXECUTIVE SUMMARY

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INTRODUCTION TO SMC
A single-member company is the most natural form of business when the entrepreneur works alone and he or she has a permanent location for sales, purchases or similar activities and exercises business in the form of a company. A company is part of its owner's business and financial resources. When setting up a company, there is little paper work and other related duties, a registration and an announcement for the tax authorities on starting a business. In a single-member company an entrepreneur has got unlimited liability, which means that the person is responsible for his operations with his entire personal property. In practice this means that the person takes a big economic risk when starting a business. Many of those who intend to become entrepreneurs justify choosing a singlemember company with the fact that the scope of business will be small and there are no great losses to be expected. Many people also wish to try it out first with a single-member company and thus gain experience. When the business grows, it is easy to turn a single-member company into another form without heavy consequences as comes to taxation.

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SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
The Securities and Exchange Commission of Pakistan (SECP) was set up in pursuance of the Securities and Exchange Commission of Pakistan Act, 1997. This Act institutionalized certain policy decisions relating to the constitution and structure, powers, and functions of the SECP, thereby giving it administrative authority and financial independence in carrying out its regulatory and statutory responsibilities. The SECP became operational in January 1999 and has come a long way since then. It was initially concerned with the regulation of corporate sector and capital market. Over time, its mandate has expanded to include supervision and regulation of insurance companies, non-banking finance companies and private pensions. The SECP has also been entrusted with oversight of various external service providers to the corporate and financial sectors, including chartered accountants, credit rating agencies, corporate secretaries, brokers, surveyors etc. The challenge for the SECP has amplified manifold with its increased mandate.

Vision
The development of modern and efficient corporate sector and capital market, based on sound regulatory principles, that provide impetus for high economic growth and foster social harmony in the Country.

Mission
To develop a fair, efficient and transparent regulatory framework, based on international legal standards and best practices, for the protection of investors and mitigation of systemic risk aimed at fostering growth of a robust corporate sector and broad based capital market in Pakistan.

Strategy
To develop an efficient and dynamic regulatory body that fosters principles of good governance in the corporate sector, ensures proper risk management procedures in the capital market, and protects investors through responsive policy measures and effective enforcement practices.

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KABI INTERNATIONAL TRAVELS AND TOURISM (PVT.) LIMITED
KABI International Travels and Tourism (Pvt.) Limited was established in 2007 on a modest scale. Since then, it has grown from strength to strength and became a premiere organization in the country, unmatched for its quality of highly personalized service. A committed Management Policy has kept us abreast of developments in Information Technology and Global Reservation Systems. Our pursuit of these commitments will continue to provide our clients a total package on Travel and Tourism backed by assured quality of service. We have the network of as many as 2 offices throughout Pakistan in major city of the country. Overall, the business covers, hotels, rent a car, air travel and tourism, Special Hajj & Umrah Services, E-holidays, conferences and event management and money changing, and other Industries.

WHY KABI International?

Our services commence from the time you decide to perform your religious obligations in helping you understand the Hajj/Umrah process and customizing an itinerary, until the time you depart from the holy Land satisfied and content with the experience provided by Orbit . For the objective and in order to provide and appropriate and smooth stay the company invests and contracts with 5 star ,4 star and 3 star hotels that are characterized by their proximity to the holy mosques . Our transportation fleet, VIP tent facilities in Mina/Arafat, dining services in 5 star restaurants, multi-lingual guides, Ziarat in Makkah and Madinah, shopping and sightseeing in Jeddah make sure that your trip to the holy land remains a memorable one moreover, our highly qualified professional staff in Saudi Arabia make sure to attend to every needs of yours to ensure that your religious experience remains hassle-free.

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A complete travel solution with the innovative marketing policy of wholesale ground handling tour operation, committed to fulfill tourist`s every needs and requirements in the tourism industry. Kabi International Holidays aim is simple: to make sure you have the very best holiday possible. That means using our strong global buying power and extensive experience in holiday planning to offer you low prices, while never compromising on quality or service. We understand how important your holiday is to you. So, we never take chances, planning everything down to the last detail. In fact, you'll be surprised just how much of a holiday you can get for your money with Kabi International. For example, many of our tours, cruises and rail journeys feature a wealth of sightseeing and excursions at no extra cost. In addition, we offer you the chance to make the most of your time away with great-value holiday extensions, such as city breaks or resort stays Kabi International Holidays maintains a team of dedicated, efficient and multilingual professionals, who are ready to respond to the specific needs and requirements of our customers by clearly differentiating our business from competitors, They operate in different destinations managing the business with strict control over the services provided to our valued customers by creating trust and credibility with them; Kabi International Holidays has commendable track records with high success rates mainly attributable to the sound performance of our motivated, experienced and professional staff who develops openness, warmth and sincerity acknowledging customers' concern and fulfilling their wants and needs; Kabi International Holidays effectively integrates the principle of sustainability into its business practices by considering the environmental, social and economic aspects as well as by guaranteeing privacy, health and safety standards, and providing customers with information on responsible behavior throughout the process of developing a holiday package.

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CORPORATE CLIENT
Ghani Group of Companies RAK Ghani Glass UAE Star Laboratories English Pharma Al Ghazi Trators Limited Etimaad Engineering Western Group of Companies Wali Oil Mills Limited Premier Chemical Caylax Pharma Sapphire Group

MISSION STATEMENT
Our most important objective, aim and assets is to build close working relationship gaining trust of our client by providing the best of the service in a friendly, loyal & efficient manner to bridge the gap between the travelers & various option available at their destination for the purpose of ensuring that their expectation meets the reality. Our special & qualified services give complete satisfaction to our valuable clients while staying with us. To provide the highest level of standards in hospitality to the pilgrims traveling to the Holy Land with courtesy, dedication and professional expertise and continuously strive for improvements by streamlining, harmonizing and educating the staff for the benefit of the pilgrims, organization and the employees.

OBJECTIVE
The Agency shall arrange travel related services (including air-tickets, hotel reservations, transit/tourist visas, all ground arrangements during the fairs and business travels from Pakistan Escorted Transfers, seminars, meetings and congresses, Tailor-made programs (Cultural Tours, Pilgrimage, Business Travel, etc as per client's specific requirements). Car Rentals, VIP services, Optional Tours, Aside from normal tours, etc.) For the Company according to and in conformity with the requirements of the Company communicated to the Agency by and to authorized/nominated representatives of either party from time to time.

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Directors Message
It has the best value products along with detailed information on hotels, car rental, destinations or whatever else you would need to know when traveling to one or more of our featured destinations. We guarantee, that truly offers you comprehensive but most importantly accurate information. Since 2007 we have been focusing on discount airline consolidation. Kabi International Travel & Tourism premier travel reservation system uses a real time system to give you discounts to over 200 Airlines, 30,000 Hotels. Whether it is an emergency last minute travel booking or just a pleasant reservation experience, it is our fundamental belief that customer service is the top priority. We are establishing a project that we have committed tremendous resources towards to better serve our customers.

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Description Of The Report

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GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OFPAKISTAN
Islamabad, the December 2, 2003.

NOTIFICATION
S.R.O. 1086 (I)/2003.- In exercise of the powers conferred by sub-section (1) of section 506 of the Companies Ordinance, 1984 (XLVII of 1984), read with clause (b) of section 43 of the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997), the Securities and Exchange Commission of Pakistan, with the approval of the Federal Government, is pleased to make the following rules, the same having been published previously as required by the said section 506, namely:-

1. Short title, commencement and application.(1) These rules may be called the Single Member Companies Rules, 2003. (2) These rules shall come into force at once. (3) These rules shall apply to (a) a company incorporated as single member company; and (b) a private company limited by shares which has more than one member and becomes a single member company after complying with the requirements of these rules.

2. Definitions.(1) In these rules, unless there is anything repugnant in the subject or context,(a) Alternate nominee director means an individual nominated by a Single member to act as nominee director in case of non availability of nominee director;

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(b) Form means the Form annexed to these rules;
(c) Nominee director means an individual nominated by a single member to act as director in case of his death;

(d) Ordinance means the Companies Ordinance, 1984 (XLVII of1984); (e) Private company means a private company which is not a single member company; (f) Section means section of the Ordinance; (g) Single member company or SMC means a private company which has only one member; and (h) sole director means the director of a single member company who is for the time being the only director. (2) The words and expressions used but not defined in these rules shall have the same meaning as are assigned to them in the Ordinance.

3. Single member company.A single person may form a single member company and it shall be incumbent on such person to file with the registrar at the time of incorporation a nomination in the form as set out in Form S1 indicating at least two individuals to act as nominee director and alternate nominee director, in accordance with the provisions of rule 7, of the company in the event of his death and where the membership of a single member company is transferred to a new member, the company shall, within fifteen days from such transfer, also file with the registrar, a nomination in the form as set out in Form S1: Provided that a nominee director shall be an individual other than the secretary and to whom the condition of being a member of the company shall not apply: Provided further that a single member of a company originally incorporated as a

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Single Member Company, or converted as such before commencement of these rules, shall also file nomination in the form as set out in Form S1 within two months of the commencement of these rules.

4. Change in status of a single member company.(1) A single member company may be converted into a private company on increase of the number of its members to more than one due to transfer of shares or further allotment of shares or death of the single member or operation of law and a single member company converting into a private company,-

(a) Shall, in case of transfer of shares or further allotment of shares,(i) pass a special resolution for change of status from single member company to private company and alter its articles accordingly within thirty days of transfer of shares or further allotment of shares; and (ii) appoint and elect one or more additional directors in pursuance of clause (b) of sub-section (1) of section 174 within fifteen days of date of passing of the special resolution and notify the appointment on Form 29 prescribed under the Companies (General Provisions and Forms) Rules, 1985 (hereinafter referred to as Form 29) within fourteen days; (b) may, in case of death of single member, either be wound up in accordance with the provisions of the Ordinance or be converted

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into private company for which, (i) the nominee director shall transfer the shares in the name of the legal heirs of the single member within seven days; (ii) the company shall pass a special resolution for change of status from single member company to private company and alter its articles accordingly within thirty days of transfer of shares; and (iii) the members shall appoint and elect one or more additional directors in pursuance of clause (b) of sub-section (1) of section 174 within fifteen days of date of passing of the special resolution and notify the appointment on Form 29 within fourteen days of date of such appointment; and (c) shall, in case of operation of the law,(i) transfer the shares, within seven days, in the name of relevant persons to give effect to the order of the court or any other authority; (ii) pass a special resolution for change of status from single member company to private company and alter its articles accordingly within thirty days of transfer of shares; and (iii) appoint additional director or directors in pursuance of

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clause (b) of sub-section (1) of section 174 within fifteen days of date of passing of the special resolution and notify the appointment on Form 29 within fourteen days of date of such appointment. (2) A single member company originally incorporated or converted from private company as such may convert into private company in accordance with the provisions of sub-rule (1). (3) The persons becoming members due to transfer or transmission or further allotment of shares, as the case may be, shall pass a special resolution to make alteration in articles and appoint one or more additional directors. (4) Where a single member company converts into a private company pursuant to sub-rule (1), it shall file a notice of the fact in writing in the form as set out in Form S2, with the registrar within sixty days from the date of passing of special resolution.

5. Meetings of directors and members .Any provision of the Ordinance or rules made there under or articles of the company which(a) Enables or requires any matter to be done or to be decided by Directors or members, as the case may be, of the company; or (b) Requires any matter to be decided by a resolution of the directors or Members, as the case may be, of the company, Shall be deemed to be satisfied if the decision is taken by the single member or sole Director, as the case may be, and is drawn up in writing and recorded in the minutes book.

6. Company secretary.-

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(1) A single member company shall appoint a company secretary within fifteen days of incorporation or of becoming a single member company or of the office of company secretary falling vacant and notify such appointment on Form 29 within fourteen days of the date of such appointment: Provided that the sole director shall not be the company secretary. (2) The company secretary shall attend and cause a fair and accurate summary of the minutes of all proceedings of general meetings and meetings of director or directors, as the case may be, along with the names of those participating in such meetings to be entered in properly maintained minutes book.

7. Transfer of management to nominee director.

(1) The single member shall nominate two individuals, one of whom shall become nominee director in case of death of single member and the other shall become alternate nominee director to work as nominee director in case of non-availability of the nominee director. (2) The nominee director shall,(a) Manage the affairs of the company in case of death of single member till the transfer of shares to legal heirs of the single member; (b) inform the registrar concerned of death of the single member, provide particulars of the legal heirs and in case of any impediment report the circumstances seeking the directions in the form as set out in Form S3 within seven days of the death of the single member; (c) Transfer the shares to legal heirs of the single member; and (d) Call the general meeting of the members to elect directors. (3) It shall also be incumbent upon the company secretary to inform the registrar concerned about the death of the single member. (4) In case of any impediment due to transfer of shares, or election of directors or any other circumstances, the registrar concerned shall call, or direct to calling of the meeting of legal heirs, in exercise of the powers conferred by section 170 in such manner as he deems fit and give such directions with regard to election of directors and making alteration in the

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articles, if any, and such ancillary and consequential directions as he thinks expedient in relation to calling, holding and conducting of the meeting.

8. Contracts with single member.Where a single member company enters into a contract with the single member of the company, the single member company shall, unless the contract is in writing, ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the first meeting of the directors of the company following the making of the contract.

9. Company becoming a single member company.(1) No private company having two or more members on the commencement of these rules, shall become a single member company unless it passes a special resolution for change of its status and makes necessary alteration in its articles and obtains approval of the Commission. (2) An application for seeking approval under sub-rule (1) shall be submitted in the form as set out in Form S4 and shall be submitted to the Commission by the company not later than thirty days from the date on which the special resolution for change of status to single member company was passed. (3) The Commission on being satisfied, after obtaining such further information as it may consider necessary, grant the approval applied for subject to such conditions as it may deem fit to impose. (4) The company shall transfer shares in the name of single member within fifteen days of the approval of the Commission and notify change in the board of directors on Form 29 within fourteen days from date of transfer of shares. (5) A certified copy of the order containing the approval under sub-rule (1) , together with a notice in the form as set out in Form S5 and a nomination of
nominee directors in the form as set out in Form S1 shall be filed with the registrar concerned within the time as specified in rule 3.

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10. XYZ (SMC-Private) Limited to be the pattern and style of the name of a single member company.(1) XYZ (SMC-Private) Limited shall be the pattern and style of the name of a single member company and the parenthesis, letters, hyphen and words (SMC-Private) Limited, shall from part of the name of every single member company. (2) On change of status of a private company into a single member company, the registrar concerned shall issue a certificate in the form as set out in Form S6, and the parenthesis, letters, hyphen and words (SMCPrivate) Limited shall from part of the name of the company. (3) On change of status of a single member company into a private company, the registrar concerned shall issue a certificate in the form as set out in Form S7 omitting the letters and hyphen SMC- from part of the name of the single member company.

11. Regulations of single member company.A single member company may adopt the regulations as set out in Form S8, as its articles or as nearly as possible thereto.

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FORM S8 [See rule (11)]

REGULATIONS FOR MANAGEMENT OF A SINGLE MEMBER PRIVATE COMPANY LIMITED BY SHARES

INTERPRETATION 1. in the interpretation of these articles the following expressions shall have the following meanings unless repugnant to or inconsistent with the subject articles,(a) Alternate nominee director means an individual nominated by the single member to act as nominee director in case of nonavailability of nominee director; (b) Company or this company means XYZ (SMC-Private) Limited; (c) Directors or board of directors means board of directors so that it may consist of only the sole director or more than one directors if so appointed under the relevant provisions of the Ordinance; (d) In writing means written or printed or partly written and partly printed or lithographed or typewritten or other substitute for writing; (e) Member director means an individual becoming director due to membership of the company in terms of clause (h) of section 187; (f) Nominee director means an individual nominated by the single member to act as director in case of death of single member; (g) Private company means a private company other than a single member company;

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(h) Rule means the rule of the Single Member Companies Rules, 2003; (i) Rules means the Single Member Companies Rules, 2003; (j) Section means section of the Companies Ordinance, 1984 (XLVII of 1984); and (k) Sole director means the director of the company who is for the time being the only director and the single member of the company.

PRELIMINARY
2. Any provision of the Ordinance or rules and regulations made thereunder which apply in relation to a private company limited by shares incorporated under the Ordinance shall, in the absence of any express provision to the contrary, apply in relation to a single member company as it applies in relation to such a company which is formed by two or more persons or which has two or more persons as members.

SINGLE MEMBER COMPANY

3. The company is a single member company and as such being a Private Company limited by shares (a) It shall not issue invitation to the public to subscribe for any share of the company; (b) the company shall not register any share(s) in the name of two or more persons to hold one or more shares individually or jointly; and (c) Number of the members of the company shall be limited to one.

SHARES
4. The company may increase the nominal share capital in accordance with sections 92 and 94.

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5. Share certificate(s) shall be issued under the seal of the Company and shall be signed by the member director, and in case of his death, by the nominee director and the secretary. 6. The company may, upon passing of a special resolution, issue further shares or transfer existing shares or part thereof causing the number of members to become two or more in accordance with the Rules but it shall become a private company thereafter. 7. The company shall not transfer all of the shares of a single member to two or more persons or part of shares of single member to other person(s) or allot further shares to any person other than the single member or, at any time, allow transfer of shares or allotment of shares or both resulting in number of members to become two or more, except under the authority of a special resolution for change of status from single member company to private company and to alter its articles accordingly. 8. The single member may transfer all of his shares to a single person under the authority of an ordinary resolution whereby the company shall remain a single member company as it was before such transfer. 9. A person whose name is entered as a member in the register of members shall without payment, be entitled to receive, within ninety days after allotment or within forty-five days of the application for registration of transfer, a certificate under the seal specifying the share or shares held by him.

TRANSFER AND TRANSMISSION OF SHARES

10. Transfer and transmission of shares shall be in accordance with provisions of sections 74 to 81. 11. In case of death of the single member, the power to register or refuse transfer of shares shall be exercised by the secretary and the nominee director under the Rules.

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12. If the company allots further shares or the shares held by the single member are transferred in total or in part and as a result thereof the company becomes a private company, the fact that it has converted from a single member company to a private company and number of its members has increased to two or more shall be recorded in the register of members along with the date of the event and the particulars of the members. 13. Transmission of shares to the legal heirs shall be recorded in the register of members by the secretary and the nominee director.

CHANGE OF STATUS
15. 14. The company may convert itself from single member private company to a private company in accordance with the provisions of rule 4.

GENERAL MEETINGS
15. A general meeting, to be called annual general meeting, shall be held, in accordance with the provisions of section 158 and rule 5. 16. All general meetings of the company other than an annual general meeting as specified in section 158 shall be called extraordinary general meetings and shall be deemed to be held in accordance with the provisions of rule 5. 17. The secretary shall attend all the meetings of the company but shall have no vote.

NOTICE AND PROCEEDINGS OF GENERAL MEETINGS

18. In case where the law specifies time period for giving of notice of any meeting of the members or of director(s), requirements of the law shall be deemed to have been complied with if both the secretary and the members are notified of the meeting and they attend such meeting provided that in case of annual general meeting the time period for giving of notice to the auditor of the company shall not be less than twenty one days.

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19. The single member present in person or through proxy shall be the quorum for the general meeting provided that secretary shall not act as proxy of the single member. 20. If the single member takes any decision which is required to be taken in a meeting of the board or in the general meeting or by means of a resolution and such decision is delivered by the single member in writing, within three days of such decision, to the company for entry in the minute book and is so recorded, that decision shall be valid as if agreed in such a meeting.

DIRECTOR(S)
21. The company shall always have the single member as a director but it may have such number of other director(s) who fulfill the conditions as specified in section 187. 22. The board or the general meeting shall not have the power to remove the member director but the single member (or member director) shall have the power to remove any director, chief executive or secretary through a resolution. 23. The director(s) shall have the powers as specified in section 196. 24. The director(s) shall appoint a chief executive in accordance with the provisions of sections 198 and 199. 25. The director(s) shall cause minutes to be made in books as required under section173.

SECRETARY
26. A single member private limited company shall appoint a secretary in terms of section 204A and rule 6 who shall be responsible for discharge of duties and functions normally discharged by a secretary under the corporate laws and secretarial practice.

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27. The secretary shall be appointed at the time of incorporation and subsequently on the same day or the day next following his resignation or removal or in case of his death within seven days of the event. 28. The sole director shall not be the secretary of the company.

CONTRACTS WITH THE SINGLE MEMBER

29. Contract between the company and single member shall be made in accordance with the provisions of rule 8.

DIVIDENDS AND RESERVES

30. The company may declare dividends and pay in accordance with the provisions of sections 248 to 251.

ACCOUNTS
31. The director(s) shall cause to keep proper books of account in accordance with the provisions of section 230 and shall, as required by sections 233 and 236, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts or income and expenditure accounts and balance sheets duly audited and reports as are referred to in those sections. They shall in all respects comply with the provisions of sections 230 to 236. 32. So long as the company has only one director, the requirements of section 241 shall be deemed to have been met if the balance sheet and profit and loss account is authenticated by the sole director. 33. Auditors shall be appointed and their duties regulated in accordance with the provisions of sections 252 to 255.

THE SEAL

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34. The director(s) shall provide for the safe custody of the seal and the seal shall not be affixed to any instrument except by the authority of a resolution of the board of director(s) or by a committee of director(s) authorized in that behalf by the member director and in the presence of at least member director and of the secretary or such other person as the director(s) may appoint for the purpose; and the member director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is affixed in their presence.

WINDING UP
35. The company shall follow, in case of its winding up, the relevant provisions of the Companies Ordinance, 1984 (XLVII of 1984).

INDEMNITY
36. Every officer or agent for the time being of the company may be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal arising out of his dealings in relation to the affairs of the company, except those brought by the company against him, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 488 in which relief is granted to him by the Court.

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BIBLIOGRAPHY
http://www.secp.gov.pk/

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APPENDIX

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INTERVIEW Q & A
Q. What is a single member company?
A private company, limited by shares or by guarantee, formed with one member or one whose membership is reduced to just one.

Q. Can Single Member Company be converted into private company? A. Yes, a single member company can be converted into a private
company on increase of the number of its members/directors to more than one. A private company having two or more members can become a single member company by passing a special resolution for change of its status and by making necessary alteration in its articles and obtaining approval from the Securities & Exchange Commission of Pakistan.

Q. Can single member company issue shares to public?

A. No, single member company cannot issue invitation to the public to subscribe for any share of the company.

q. How can a sole member hold general meetings?

A single member present in person or by proxy constitutes a quorum, in such circumstances. If you hold such a meeting, you must record it in the minutes. If, as a sole member, you take a decision, except by written resolution of the company, you must give a written record of the decision to the company. This ensures continuity of records, if you sell some or all of your interest in the company. Q. Can sole director in single member company act as secretary? A. Sole director cannot be the secretary in the Single Member Company.

Q. I want to wind up single member company what procedure to follow?

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A. The company shall follow, in case of its winding up, the relevant provisions of the Companies Ordinance, 1984.

Q. Is it mandatory in single member company to appoint nominee director?

A. The single member shall nominate two individuals, one of whom shall become nominee director in case of death of single member and the other shall become alternate nominee director to work as nominee director in case of non-availability of the nominee director.

Q. What is the pattern and style of the name of a single member company?
A. XYZ (SMC-Private) Limited is the pattern and style of the name of a single member company.

Q. Can single member company increase its share capital?

A. Yes, single member company can increase its share capital after complying with the requirements of law.

Q. Can one person be the sole director in a non-profit company incorporated under section 42 of the Company law in Pakistan?
A. Non-profit companies are formed under section 42 of the Companies Ordinance, 1984 and require having at least three directors.

Q. Do single member companies have to keep accounting records?

A. Yes. Single member companies must keep proper accounting records according to law and to file the audited accounts with Securities & Exchange Commission of Pakistan if the paid-up capital is 7.5 million or more.

Q. Can foreigner incorporate a single member company under companys law in Pakistan?
A. Yes, if he is resident of Pakistan. AMLAW can advice you on registration of Single-Member Company and other related matters to individuals, firms, companies both local and foreign.

Q. How should a company record an unwritten contract with a sole member?

If the company enters into an unwritten contract with the sole member who is also a director of the company, and the contract is not in the ordinary

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course of the companys business, the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors meeting.

Q. What about the register of members?

A companys register of members must accurately record its members. The register of members of a single-member company must contain an express statement to the effect that the company has only one member and state the date upon which the company became a single member company.

Q. What if the company originally had more than one member?

If the membership decreases to one, the register must contain an express statement to the effect that the company has only one member and state the date upon which the business became a single-member company.

Q. And if I want my company to increase its members?

You must record the details of the new member(s) in the register of members. You should enter an express statement to the effect that the company is no longer a single-member company and give the date on which that event occurred.

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FORMS

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