SECP: Companies Bill 2015

More than two years ago, in March 2013, the Securities and Exchange Commission of Pakistan (SECP) announced that it would initiate a review of the company law framework in Pakistan. Progress was slow but the initiative gathered newfound momentum earlier this year and has now culminated in the publication of a draft Companies Bill 2015, the underlying purpose of this draft legislation is to amend and consolidate Pakistan’s core company law framework. A copy of the draft Bill was presented by the SECP’s chairman, Zafar Hijazi, to the Finance Minister, Senator Mohammad Ishaq Dar, on Saturday 28 November 2015. The SECP is inviting comments on the draft legilslation, which will replace the Companies Ordinance 1984, and feedback should be sent to claw.bill@secp.gov.pk. Notably, clause 209 of the 2015 Bill sets out the duties of directors; subsection 2 provides: “A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment”. The SECP explains that the new corporate law would serve as a specially tailored solution to the specific needs of Pakistan’s corporate sector and cater to the aspirations of entrepreneurs and investors alike.