Change of Company Name Guide: Securities and Exchange Commission of Pakistan (SECP)

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SECP

Guide
SERIES

SECURITIES AND EXCHANGE


COMMISSION OF PAKISTAN
(SECP)

Change of Company
Name Guide
Published by Registration Department

NIC Building, Jinnah Avenue, Islamabad, Pakistan


Ph. No.: 051-9207091-4, Fax: 051-9204915
Website: www.secp.gov.pk e-mail: [email protected]

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Introduction
Almost every country has its own unique laws/rules and
requirements for change of company name; however, basic
procedures regarding change in company name across the
jurisdictions are almost the same and commonly understood.
In Pakistan, a company name can be changed in terms of
section 38 or 39 of the Companies Ordinance, 1984.

A company may either change its name on its own, with the
approval of Registrar or on the direction of the Registrar.

In case of company seeking to change its name on its own, it


may change its name due to any valid reason including the
following:

• A company may change its name, if the company,


through inadvertence or otherwise, is registered by a
name in contravention of the provisions of Section 37 of
the Companies Ordinance 1984 (the Ordinance).
• Many companies adopt new names to express their
new identity due to their business development in the
national and international arena.
• If one company is taken over by another company, the
members may choose the name of the acquiring
company, combine the two old company names, or
think up altogether a new name.
• A change of management may be another reason.
• If the company intends to carry out some other
appropriate/ suitable business.
• If the existing company name does not match, with the
business specified in its memorandum of association.
• Sometimes the name of a company does not remain
attractive in the market, so company seeks to change its
name according to new market trends and conditions.

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• Any other given reason/ reasons.

The Registrar may direct a company to change its name if the


company, through inadvertence or otherwise, is registered by
a name in contravention of the provisions of Section 37 of the
Ordinance.

This Guide has been developed to provide overall guidance


and also to describe the stepwise procedure for change of
name of a company. This is a guide only and must be read
with the relevant legislation. You will find the relevant law in
Section 39 of the Ordinance.

This guide has been divided in 3 parts for the convenience of


users:

(i) Company’s Internal Procedure


(ii) Application procedure
(iii) Post Submission

Part 1: Company’s Internal Procedure


This part of guide booklet explains the circumstances leading
to company name change and company’s internal procedure
for changing its name.

A. Circumstances of Changing a Company name:

1. Change of name by a company under section 39 of the


Ordinance

A company may, if it so desires, change its name with the


approval of registrar by adopting procedure as laid down
under the law and fulfilling requirements.

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2. Change of name by a company on the direction of the
Registrar of Companies under section 38 of the
Ordinance

A company which, through inadvertence or otherwise, is


registered by a name in contravention of the provisions of
Section 37 of the Ordinance,

(i) may change its name on its own, and


(ii) shall change its name on the direction of Registrar.

For both the situations, the approval of the Registrar is


mandatory.

Other details and stepwise procedure/requirements are given


in this guidebook.

B. Where approval of registrar is not required for change


in a company’s name:

Any change in name of a company involving the deletion or


addition as the case may be, of the parenthesis and word
“(Private)”, as a result of its conversion from a private limited
company into a public company or vice versa, shall not be
deemed as a change of name. In such cases, approval of
registrar is not required.

C. Step Wise internal procedure for changing name of


company:

Two Processes:

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An application for change of name of a company can be
submitted through any of the following two processes.

i. Offline - Manual submission of application.


ii. Online - by using eServices of SECP.

Like many of our online services, online change of name


process requires no paper work and enables the company to
submit application without visiting SECP. The process
involves simple and easy steps for company name change
application submission, by using eServices portal.

Common Procedure:

1. Initial discussion and decision to seek availability of


name from the registrar concerned. For offline
submission, availability of name application is submitted
with challan of Rs. 500/-. For Online submission, fees for
seeking availability of name is Rs. 200/-, detailed
procedure of which is given at Para E.

2. Approval by the board of directors for change of name


of the company.

4. Send at least 21 days notice, to the members for


convening of the general meeting - Annual General
Meeting (AGM) or Extraordinary General Meeting
(EOGM). However, an EOGM may be held at a shorter
notice with the approval of registrar in case of an
emergency affecting the business. The draft special
resolution for change of name and statement of material
facts shall also be sent along with the said notice to
members. In case of a listed company, notice is also
required to be published at least in one issue each of a
daily newspaper in English language and a daily
newspaper in Urdu language having circulation in the
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Province in which the stock exchange on which the
company is listed is situate.

5. Pass special resolution with a majority not less than 3/4th


of the members entitled to vote as are present in person
or through proxy in the general meeting.

6. File copy of the special resolution on prescribed Form 26


(Format available on SECP website) along with paid
challan of prescribed filing fee.

7. Submit application to the registrar concerned through


online/off-line.

Part 2: Application Procedure


This part of guide booklet explains the application procedure,
relevant documents to be submitted with offline application
and stepwise procedure to file online application.

D. Documents to be Submitted with the Offline


Application for Change of Company Name:

No specific format of the application is prescribed. However,


the application must be accompanied with the documents, as
mentioned in the specimen application attached as under:

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The Registrar of Companies,
Company Registration Office,
________________

Subject: Application for change of name

Dear Sir,

It is submitted that M/S ABC (Private) Limited


has passed a special resolution on 00.00.0000 to change its
name to XYZ (Private) Limited subject to approval of the
registrar. Requisite information/ documents are provided as
under:
(1) Justification/reasons for the proposed
change;
(2) Copy of Special resolution on Form-26;
(3) Amended Memorandum and Articles of
Association(showing the changed name);
(4) NOC of the respective regulatory authority
(in case of special nature business
company)
(5) Bank challan for Rs. 5,000/(deposited in
any of the designated branches of MCB
Bank Limited) being application fee;
(6) Affidavit on stamp paper of appropriate
value;
(7) Copy of availability of name letter.

It is requested that approval for change of name


may please be granted at the earliest.

Yours truly,

(ABC)
Chief Executive/
Director/Secretary

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E. Step Wise Procedure for Online Submission of
application for Change of Company Name:

Step 1: Log on to eServices

• In case the company has eServices Login name and


Password:

Connect to eServices
https://eservices.secp.gov.pk/eServices and log on to
your account using your eServices Login name and
Password provided by SECP.

Important Note: PLEASE NOTE THAT “SIGN UP” LINK


ON eServices WEBPAGE, IS FOR NEW INCORPORATION
PROCESS ONLY AND NOT FOR ALREADY
INCORPORATED COMPANIES.

• In case the company has not been provided eServices


Login name and Password, please follow the
procedure as under:

1. Apply for an eServices Login name and Password


by writing a letter, on the company letterhead, duly
signed by the Chief Executive Officer and the
Company Secretary, or Chief Financial Officer, or
one of the Directors of the company, along with a
copy of their CNIC.

2. Mention the email address on which the eServices


Login name and Password will be dispatched.
Please, only provide POP3 email address such as
[email protected], free email address such as
hotmail, gmail, or yahoo is not acceptable.

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3. SECP will confirm the validity of the email address,
after validation the eServices Login name and
Password will be emailed to the specified email
address.

4. All letters requesting an eServices User


Identification and Password to be addressed to
Director (MIS), SECP at one of the following
addresses:

Director (MIS)
SECP,
NIC Building, Registration Department, Jinnah Avenue
Islamabad,
Pakistan

email: [email protected]
Phone: +92-51-9207091-3 (Ext: 280)

Deputy Director (MIS)


SECP,
NIC Building, Registration Department, Jinnah Avenue
Islamabad,
Pakistan

email: [email protected]
Phone: +92-51-9207091-3 (Ext: 286)

Step 2: Enter Information

A successful logon to eServices by entering Login name and


password will display a list of available and unavailable
processes.

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For online processing of change of name of the company, it is
necessary that the reservation of a new company name is
obtained first.

Step 2 (a): Click on “Company name reservation” process.


An input page is displayed wherein the following information
will be entered by the user.

i. Company information:

Enter company’s proposed name and select company kind


from the drop down list.

ii. Payment Details:

Select Bank Branch from the list, where fee will be


deposited.

iii. Applicant information:

Enter applicant name, C.N.I.C number, telephone number,


address, email address and main object.

iv. Press Continue Link:

By pressing Continue Link, Process Document Listing Page


will be displayed, containing the following links:

a. Update Form Data:

Click link if you want to update the data. After updating


data, press Continue link again. Process Document Listing
Page will be displayed again.

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b. View Company Name Reservation Form:

System automatically fills out the required form using the


data entered by you. You can view this form by clicking on
this link.

c. Fill New Attachment Form:

In this link, you can attach the required documents (if any)
in PDF format and click Save Form. Please note that file
size must not exceed 2 MB.

d. Fill new Bank Challan Form:

Click link and Bank Challan will be displayed. Bank


Challan is automatically populated with prescribed fee and
other information by the eServices application.

Press print form button and then save Form. Four copies
will automatically be printed as original copy, bank copy,
SECP copy and depositor copy. The fee shall be deposited
in the Bank branch selected by the applicant from the
branches of MCB Bank Limited. The bank shall retain the
SECP and bank copies and return remaining two copies
(original and depositor copy) to the depositor.

e. Start Process

Click Start Process to submit Company name reservation


request. An acknowledgment will be displayed after
submitting company name reservation request, stating:
“Your application has been successfully submitted to
SECP. The documents will be processed only after
verification that the prescribed fee has been deposited in
any of designated bank branches.”

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User will get the response by receiving an email notifying
approval, rejection or seeking compliance.

Step 2 (b): After receiving approval of company name


reservation, connect to eServices and log on to your account
by entering login name and password.

Click the "Change of Company Name" process available on


the process listing webpage. An input page is displayed
wherein the following information will be entered by the user.

i. Company information:

Details of Company Name, Incorporation Number, and


date will be automatically generated from the system.

ii. Payment Details:

Select Bank Branch from the list, where fee will be


deposited.

iii. Resolution Details:

Fill the details of the resolution as a result of which the


decision of change of company name took place. These
include date of dispatch of notice, date of passing of
Special Resolution, proposed name for the company and
the reason for name change.

iv. Member Details :

Fill details of total number of members, members present


in the meeting, members voted for and against the motion
and their share representation in the company.
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v. Meeting Address:

Fill details of address, City, Province and Postal Code of


the venue where the general meeting took place at which
the resolution for change of company name was passed.

vi. Signatory:

Enter details of signatory. Signatory could be Chief


Executive or one of the Directors or Company Secretary.

vii.Press Continue Link:

By pressing Continue Link, Process Document Listing Page


will be displayed, containing the following links:

a. Update Form Data:

Click link if you want to update the data. After updating


data, press Continue link again. Process Document Listing
Page will be displayed again.

b. View Form 26:

System automatically fills out the Form 26 using the data


entered by you. You can view this form by clicking on this
link.

c. Fill New Attachment Form:

In this link, you can attach the required documents in PDF


format e.g., Amended Memorandum and Articles of
Association (less than 2 MB), Affidavit etc. Attach the
required document and click Save Form.
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d. Fill Bank Challan Form:

Click link and Bank Challan will be displayed. Bank


Challan is automatically populated with prescribed fee and
other information by the eServices application.

Press Print Form button and then Save Form. Four copies
will automatically be printed as original copy, bank copy,
SECP copy and depositor copy. The fee shall be deposited
in the Bank branch selected by the applicant from the
branches of MCB Bank Limited. The bank shall retain the
SECP and bank copies and return remaining two copies
(original and depositor copy) to the depositor.

e. Sign Form:

By clicking Sign Form, the digital Signature Pad window


will appear. Form is signed using the digital certificates.
Digital Certificates are obtained from the NIFT. Select the
eForm available Under “Select for Signature” Column.
Now, select the correct Digital Signature from the drop
down menu. Press “Sign” button.

After you press Sign button, click “Submit to SECP”


button. All the documents will be submitted to the SECP
and a process reference number will be generated and
displayed.

The process will be initiated as soon as the SECP receives


the verification of deposit of fee from the Bank.

User will get the response by receiving an email notifying


approval, rejection or seeking compliance.
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F. Persons competent to make an application:

The Chief Executive or director or secretary of the company, if


authorized by the board, may sign or digitally sign in case of
online application, the application and all its enclosures, with
the affidavit that the contents of the application and its
enclosures are true and correct.

Part 3: Post Submission


This part of guide booklet explains the post submission
procedure, issuance of certificate of change of company name
and effect of change of company name.

G. Issuance of Certificate of Change of Company Name:

After the approval by the registrar concerned, he issues


certificate for change of name of the company and the same is
dispatched through Courier.

H. Effect of Change of Company Name:

The change must be noted in the memorandum and articles of


association and all documents, invoices, letterheads, bills,
signboards, seal, etc.

In addition, the company which changes its name, shall for a


period of one year from the date of the change, continue to
mention its former name along with its new name in the
manner XYZ (Pvt.) Limited (formerly ABC (Pvt.) Limited), on
the outside of every office or place in which its business is
carried on, in bill heads, letter papers, documents, notices,
official publications, invoices, etc.

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The change of name shall not affect any rights or obligations
of the company or any legal proceedings by or against the
company. Any legal proceeding commenced against the
company by its former name shall continue against the
company by its new name.

Further Information
The SECP is publishing a series of its Guides. These Guides
briefly describe procedures of important matters relating to
the Ordinance, and the rules and regulations made
thereunder.

Statutory forms and guidance booklets are available, on our


website, http://www.secp.gov.pk.

List of Company Registration Offices

1. Company Registration Office,


4th Floor, State Life Building No.2, Karachi.
Phone: 021-99213272, Fax 021-99213279
Email: [email protected]

2. Company Registration Office,


3rd & 4th Floors, Associated House,
7-Egerton Road, Lahore.
Phone: 042- 99200274, Fax 042-99202044
Email: [email protected]

3. Company Registration Office,


State Life Building, 7-Blue Area, Islamabad
Phone: 051-9208740, Fax 051-9206893
Email: [email protected]

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4. Company Registration Office,
1st Floor, State Life Building,
The Mall, Peshawar Cantt.
Phone: 091-9213178, Fax 091-9213686
Email: [email protected]

5. Company Registration Office,


63-A, Nawa-i-Waqt Building, Abdali Road,
Multan.
Phone: 061-9200530 Fax 061-9200530
Email: [email protected]

6. Company Registration Office,


356-A, Al-Jamil PIaza,
1st Floor, Peoples Colony, Small D Ground,
Faisalabad.
Phone: 041-9220284 Fax: 041-2899134
Email: [email protected]

7. Company Registration Office,


382/3, (IDBP House), Shahrah-e-Hali, Quetta
Cantt.
Ph: 081-2844136 Fax: 081-
Email: [email protected]

8. Company Registration Office,


House # 28, Hamdard Housing Society,
Airport Road, Sukkur.
Ph: 071-5633757 Fax: 071-5630517
Email: [email protected]

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PUBLIC CONSULTATION

If you have any suggestions for the development in the legal


framework or otherwise, please let us know about your
opinion/comments on the following address:

Registrar of Companies,
Securities and Exchange Commission of Pakistan,
NIC building, Jinnah Avenue, Blue Area,
Islamabad, Pakistan.

Comments can also be sent via electronic mail at the following


address:
[email protected]

DISCLAIMER
The booklet has been published with the intention to create
an awareness of the concept of the relevant matters.
However, the booklet does not tell everything and the
opinions or legal interpretations, contained in the booklet
are circumstantial and may vary under different situations.
If the reader is in doubt or dealing with any specific
condition, it is recommended to refer to the Ordinance and
allied laws and consult an adviser for seeking professional
advice.

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SECP GUIDE SERIES
1. Company Name Availability Guide
2. Promoters’ Guide (in English, Urdu, Arabic, Chinese &
Persian)
3. Single Member Company Guide (in Urdu)
4. Modaraba Promoters’ Guide
5. Insurance Guide
6. Directors and Secretaries Guide
7. Company Mortgages and Charges
8. Investors Guide (Vol.-I)
Investors Guide (Vol.-II)
9. Investor’s Guide for Lodging Complaints
10. Guide on Accounts and Accounting Reference Dates
11. Guidebook on Further Issue of Shares otherwise than Rights
12. Guidebook on Issue of Preference Shares
13. Conversion of Status of Companies
14. Shareholders’ Rights
15. Winding up and Dissolution of Companies
16. Investigation into the affairs of a company
17. Foreign Companies Guide
18. Licencing & Registration of Associations Not-For-Profit
19. Guide for Appointment of Statutory Auditors and Ancillary
Matters

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