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The Companies Act, 2017
Complete Index of all Parts & Sections
Part I - Preliminary
Sections 001 - 004
Section 004
Act to override.—Save as otherwise expressly provided herein— (a) the provisions of this Act shall have effect notwithstanding anything contained in any other law or the memorandum or articles of a company or in any contract or agreement executed by it or in any resolution passed by the company in general meeting or by its directors, whether the same be registered, executed or passed, as the case may be, before or after the coming into force of the said provisions; and
(b) any provision contained in the memorandum, articles, contract, agreement, arrangement or resolution aforesaid shall, to the extent to which it is repugnant to the aforesaid provisions of this Act, become, or be, void, as the case may be.
Part II - Jurisdiction Of Court
Sections 005 - 006
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Part III - Powers And Functions Of The Securities And Exchange Commission Of Pakistan
Sections 007 - 008
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Part IV - Incorporation Of Companies And Matters Incidental Thereto
Sections 009 - 056
Section 049
Conversion of a company limited by guarantee to a company limited by shares and vice-versa.—(1) A company limited by guarantee may be converted into a company limited by shares with prior approval of the Commission in writing by passing a special resolution in this behalf by the company limited by guarantee amending its memorandum and articles of association in such a manner that they include the provisions relating to a company limited by shares in the articles and complying with all the requirements as may be specified.
(2) On an application for change in status of a company under subsection (1), if the Commission is satisfied that the company is entitled to be so converted, such conversion shall be allowed by an order in writing.
(3) A copy of the order, confirming the conversion under sub-section (2) duly certified by an authorised officer of the Commission shall be forwarded to the company and to the registrar within seven days from the date of the order.
(4) A copy of the memorandum and articles of association as altered pursuant to the order under sub-section (2) shall within fifteen days from the date of the order be filed by the company with the registrar and he shall register the same and thenceforth the memorandum and articles so filed shall be the memorandum and articles of the newly converted company.
(5) If a company, being limited by shares, alters its memorandum and articles in such a manner that they include the provisions which constitute it a company limited by guarantee, the company shall—
(a) as on the date of the alteration, cease to be a company limited by shares; and
(b) file with the registrar a copy of the memorandum and articles of association as altered along with the special resolution.
(6) If default is made in complying with the provisions of any of the preceding sub-sections, the company and every officer of the company who is in default shall be liable to a penalty not exceeding of level 2 on the standard scale.
Part V - Prospectus, Allotment, Issue And Transfer Of Shares And Other Securities
Sections 057 - 099
Section 083A
[1][Employees' stock options:- Notwithstanding anything contained in section 83 or any other provision of this Act, a company may, under the authority of special resolution, issue shares in accordance with its articles under employees; stock option in accordance with such procedure end subject! to such conditions as may be specified.]
[1] Inserted through Companies Amendment Act, 2021 dated 03-12-2021
Part VI - Registration Of Mortgages, Charges, Etc.
Sections 100 - 117
Section 117
Power of Court to fix remuneration of receiver or manager.—(1) The Court may, on an application made to it by the receiver or manager of the property, by order fix the amount to be paid by way of remuneration to any person who, under the power contained in an instrument, has been appointed as receiver or manager of the company’s property:
Provided that the amount of remuneration shall not exceed such limits as may be specified.
(2) The power of the Court under sub-section (1) shall, where no previous order has been made with respect thereto—
(a) extend to fixing the remuneration for any period before the making of the order or the application therefore;
(b) be exercisable notwithstanding that the receiver or manager had died or ceased to act before the making of the order or the application therefore; and
(c) where the receiver or manager has been paid or has retained for his remuneration for any period before the making of the order any amount in excess of that so fixed for that period, extend to requiring him or his representative to account for the excess or such part thereof as may be specified in the order:
Provided that the power conferred by clause (c) shall not be exercised as respects any period before the making of the application or the order unless in the opinion of the Court there are special circumstances making it proper for the power to be so exercised.
(3) The Court may from time to time, on an application made either by the liquidator or by the receiver or manager, or by the registrar, vary or amend an order made under sub-section (1) and issue directions to the receiver respecting his duties and functions or any other matter as it may deem expedient:
Provided that an order made under sub-section (1) shall not be varied so as to increase the amount of remuneration payable to any person.
Part VII - Management And Administration
Sections 118 - 275
Section 275
Application of sections 254 to 274 to liquidators and foreign companies.—The provisions of sections 254 to 274 shall apply mutatis mutandis to companies in the course of winding up, their liquidators and foreign companies.