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The Constitution Memorandum and Articles of Association is a mandatory legal document required for company incorporation in Pakistan. It serves as the company's constitution and is essential for establishing the legal existence of a business entity under the Companies Act 2017. This document is required whenever a new company is being formed or when an existing company needs to update its constitutional documents to comply with new regulations or business requirements. The document includes crucial information about the company's objectives, share capital, internal management procedures, and relationships with stakeholders. It must be filed with the Securities and Exchange Commission of Pakistan (SECP) and serves as a reference point for all major corporate decisions and governance matters throughout the company's lifetime. The document's provisions must align with Pakistani corporate law while being tailored to the specific needs and objectives of the company.

1. Company Name Clause: States the company's name and type (e.g., private limited, public limited)

2. Registered Office Clause: Specifies the province/territory in Pakistan where the registered office will be situated

3. Objects Clause: Details the main and ancillary objects of the company's business

4. Limited Liability Clause: Declaration that liability of members is limited

5. Capital Clause: States the authorized share capital, types of shares, and nominal value

6. Association Clause: Declaration of subscribers' desire to form a company

7. Preliminary: Includes interpretation clauses and definitions of terms used in the Articles

8. Share Capital and Variation of Rights: Detailed provisions regarding share structure, rights, and variations

9. Share Certificates: Rules regarding issuance, transfer, and replacement of share certificates

10. Transfer and Transmission of Shares: Procedures and restrictions for share transfers and transmission

11. General Meetings and Proceedings: Rules for conducting general meetings, voting, and resolutions

12. Directors and Management: Appointment, removal, powers, and duties of directors

13. Board Proceedings: Procedures for board meetings and decision-making

14. Company Secretary: Appointment and duties of the company secretary

15. Dividends and Reserves: Rules for declaration and payment of dividends

16. Accounts and Audit: Requirements for maintaining accounts and conducting audits

17. Notices: Methods and requirements for giving notices to members

18. Winding Up: Procedures for voluntary winding up and distribution of assets

19. Indemnity: Protection of officers and directors from liabilities