According to the Companies (Registration Offices) Regulations, 2017 issued by the SECP through SRO 1289(I)/2017, subject to the previous approval of the registrar of companies, the company records kept in a company registration office in physical form under the company law may be destroyed, after the expiration of 10 years from the date of filing of the said record in case of companies in existence and five years from the date of dissolution in case of dissolved companies. This is a subject to the condition that the records are not of sufficient public value to justify their further preservation, or have not been ordered by the Commission or any court or any other competent authority to be preserved for a longer period, or are not likely to be needed in connection with any pending proceedings, before any court or authority, of which the company registration office has notice.
Provided that the physical documents and record filed at the time of incorporation of a company and record pertaining to dissolution of a company, if any, shall be preserved in the physical form permanently.
Provided further that before destroying any physical documents and record, it shall be ensured that each and every document is duly preserved in the electronic form permanently, the SECP said.
The physical record relevant to any legal proceedings, inquiry or investigation which has been initiated in respect of any company under any law for the time being in force, shall not be destroyed till the said proceedings attain finality or inquiry or investigation has been closed by the respective authority.
A company shall be deemed to be in existence unless its name has been struck off by the register under sub-section (5) of section 425 or unless it has been fully wound up and finally dissolved.
The Commission or the registrar of companies may assign any of the duties under the Act, the rules or regulations made thereunder and generally regulate performance of duties and issue directions to the registrar concerned or officials subordinate to the registrar concerned in such manner as it or he may think fit and they shall follow and observe the orders and instructions of the Commission or the registrar of companies, as the case may be.
In case a company changes its place of registered office from the territorial jurisdiction of a company registration office to another, the registrar concerned of such company registration office shall, send within seven days, from the date of registration of the relevant returns, all the physical record relating to that company to the registrar concerned in whose territorial jurisdiction the registered office of the company is shifted, the SECP said.
The registrar concerned may after making such inquiry as to the loss, destruction, defacement or mutilation of the original certificate as he may deem fit to make and subject to such terms and conditions as he may impose and after seeking approval of registrar of companies, issue a duplicate of any certificate issued under the provisions of the company law, or any rules or regulations made thereunder on application of the company.
It shall be the responsibility of the registrar concerned to maintain or cause to be maintained, correct information in the electronic database and in case of any discrepancy, he shall immediately rectify the same as per procedure communicated by the registrar of companies from time to time.
The registrar concerned shall examine or cause to be examined, every document and application received by him which is required or authorized by or under the Act and the rules and regulations made thereunder to be filed, recorded or registered, with the registrar.
When a document other than the documents filed under sub-section (7) of section 223, sections 233, 234 and 237 of the Companies Act, is accepted for being registered, filed or recorded, the registrar concerned shall issue an acknowledgement in the form as set out in Annexure E: provided that the registrar shall not be held responsible for the correctness of the contents of the documents: provide further that acceptance of documents by the registrar shall not absolve the company or other person concerned of any other liability arising from the default in complying with the requirements of the Act.
There shall be maintained a log generated by e-service in respect of every registered, filed or recorded document. Where a document has been accepted for record and its data or any of the information contained therein or any of the supporting documents subsequently found to be defective or incorrect which is not possible of rectification or false or forged or it was accepted by mistake, the registrar concerned may for special reasons to be recorded in writing, after obtaining such evidence as he may deem appropriate and providing opportunity of being heard to the company and other relevant persons, if any, cancel the recording thereof.
The draft regulations said that if any document is filed with or presented to a company registration office after the expiry of more than two years of the period within which it was required or authorized to be filed or registered, not being particulars or documents requiring registration under sections 100, 101, 106, 108 or 109 of the Act, the registrar concerned may, subject to the provisions of sub-section (3) of section 468 of the Act, receive the document and accept the same if found to be in order, on payment of fee as mentioned in clause (d) of sub-section (1) of section 468 of the Act.
The regulations said that there shall be maintained in the electronic database, a register of companies incorporated in Pakistan in the format as set out in Annexure G.
There shall be maintained in the electronic database, a register of foreign companies in the form as set out in the format as provided in Annexure H.
A list of all the documents filed, registered or recorded relating to each company shall be maintained in the respective register of companies.
The register of mortgages and charges to be kept by the registrar as provided in section 102 of the Act shall be maintained in electronic database in the format.
There shall be maintained in the electronic database, a chronological index of the mortgages and charges registered with the company registration office under the Act in the format as set out in Annexure J.
The documents relating to a company shall be kept together, distinct and separate from those of other companies, the SECP regulations said.
The registrar concerned or an officer authorized by him shall permit members of the public to inspect such registers and records of documents as under the Act they are entitled to inspect subject to such payment of fee as provided in the Seventh Schedule.
The inspection of documents permitted under sub-regulation (1), shall be carried out in the presence of the registrar concerned or an official authorized by him in this behalf and shall be completed by the applicant during the time specified for the transaction of business with the public.
The registrar concerned or other authorized official supervising the inspection, may permit notes of the inspected documents to be taken, but verbatim copy or snap shot or electronic image of the document inspected may not be allowed to be taken.
No person inspecting the document shall make any entry, mark, addition, deletion or alteration in the document maintained by the registrar and in case of violation, the registrar concerned or the authorized official may refuse further inspection and initiate appropriate legal action against such person.
Every certificate or certified copy, granted under the provisions of the Act shall be signed, stamped, and dated by the registrar concerned or an officer authorized for the purpose, bearing his name and designation, and shall also bear the official seal of the company registration office and the CUIN of the company.
The registrar concerned shall take notice of any omission to file or register documents on due date or any other infraction of the law.
The registrar concerned shall institute or cause to be instituted such enquires in respect of any matter as may be necessary to obtain information or evidence respecting defaults or any infraction of the law.
The Commission or the registrar of companies may authorize the registrar concerned or any other person to institute or cause to be instituted any legal proceedings or defend or conduct or cause to be defended or conducted any prosecution or other legal proceedings under the Act.
The registrar shall exercise such powers and perform such duties as are conferred on him by the Act or the rules and regulations made thereunder or delegated to him by the Commission.
The registrar while allowing the status of an inactive company shall issue a certificate pursuant to sub-section (2) of section 424 of the Act, the SECP added.