SOHAIL SARFRAZ

ISLAMABAD: To facilitate corporate sector in filing of documents, the Securities and Exchange Commission of Pakistan (SECP) has authorized individuals, firms, limited liability partnerships and companies to obtain registration as an intermediary for providing services.

Under SRO 705(I)/2017 issued by the SECP here on Saturday, the SECP has issued Intermediaries (Registration) Regulations, 2017.

The intermediaries (Registration) Regulations, 2017 said that the an individual or firm or a limited liability partnership or a company may apply to the Commission for registration as an intermediary for providing services in terms of section 455 of the Act.

This is subject to the condition that if the applicant in case of an individual is holding valid certificate of practice from Institute of Chartered Accountants of Pakistan (ICAP); or holding valid certificate of practice from Institute of Cost and Management Accountants of Pakistan (ICMAP); or is a practicing member of Association of Chartered Certified Accountants (ACCA), Certified Public Accountant (CPA), Certified Management Accountant (CMA) or recognized foreign accountancy organization as notified by the commission.

This is subject to the condition that if the applicant in case of an individual is holding LLB degree and duly licensed by the concerned Bar Council; or holding Masters of Business Administration with specialization in Finance, Masters of Commerce and Masters of Law with at least two years of experience in handling corporate affairs or possess any other qualification as notified by the Commission.

In case of a company or a firm or a limited liability partnership, it shall have at least one year of experience in handling corporate affairs. Provided that where at least one director of the company or partner of the firm or limited liability partnership meets the qualification and experience mentioned in clause (i) above, no prior experience shall be required for the company or firm or limited liability partnership.

The individual, partners of the firm or limited liability partnership or employees (to whom functions of intermediary are delegated) of the company who are members of any professional institute are compliant with the continuous learning requirement outlined by the relevant institute/body; has a National Tax Number or has an established office in Pakistan with adequate physical infrastructure including telephone/mobile phone facility and a valid email address.

All individuals, firms or companies already engaged by the companies, promoters of the proposed companies or foreign companies, as the case may be, for filing of documents on their behalf prior to the notification of these regulations shall obtain certificate of registration within three months of coming into force of these regulations.

After the period of three months of coming into force of these regulations only authorized intermediaries shall be eligible to provide services in terms of section 455 of the Act. Provided that an individual or firm registered as an intermediary under these regulation shall convert itself into a company or limited liability partnership within such time as notified by the Commission;

An application for registration as an intermediary shall be made to the Commission as per Annexure-l along with non-refundable fee as specified in Schedule-I and requisite documents. The Commission while considering the application for registration may require the applicant to furnish such other information or clarification as it deems appropriate.

The Commission on being satisfied that the applicant is eligible for registration may grant a certificate of registration to the applicant as per Annexure-II subject to such additional conditions as it may deem fit to impose.

The certificate of registration shall be limited to the authorization for filing of documents with the Commission or the registrar concerned and shall not be regarded as conferring a license on the intermediary or as providing any recognition of any qualification of the intermediary.

The certificate of registration shall remain valid for a period of three years from the dare of registration unless it is cancelled by the Commission, based on the grounds provided under regulation 8.

The commission may refuse the registration/renewal of registration on any grounds as mentioned.

The Commission may, after providing an apportioning of haring, cancel the registration of an intermediary through an order in writing if the intermediary has provided false, incomplete or misleading documents or representation without authorization; the intermediary is found guilty of negligence, default, breach of duty or breach of trust; the intermediary fails to commence activity within twelve months of grant of certificate of registration; the intermediary fails to apply for registration as required in regulation 9 or renewal of registration within time as specified of regulation 6 or any reasonable ground as deemed appropriate by commission.

The intermediary shall be personally held responsible for the liabilities and obligations arising out of any such act leading to cancellation of registration and shall not be eligible for re-registration for a period of up to five years.

Where proceedings for cancellation of registration have been initiated, the intermediary shall not be permitted to submit any document on behalf of the company or promoters of a proposed company or foreign company, as the case may be, and they shall make alternate arrangement in this regard.

Fresh application in case of change in partners of a firm or limited liability partnership or directors of a company.- In case there is a change in the partners of the firm or limited liability partnership or directors of the company, they shall file fresh application containing information only to the extent of new partners or directors within seven days of such change as per regulation 4 subject to fulfillment of eligibility criteria specified.

Appointment or removal of authorized intermediary: The promoters of the proposed company or the company, with the approval of its Board of Directors or the foreign company with the approval of principal officer, as the case may be, shall appoint only one registered intermediary to act as an authorized intermediary for filing of documents required under the Act on its behalf. Provided that in case proceedings for cancellation of registration of authorized intermediary have been initiated by the commission, the company or the promoters of the proposed company or the foreign company, as the case may be, may appoint another registered intermediary to act as an authorized intermediary.

Provided further that the authorized intermediary shall authorize only one employee or partner or director, as the case may be, to sign documents on behalf of a company or promoters of proposed company or foreign company, as the case may be. The promoters of the proposed company or the company or the foreign company, as the case may be, shall enter into a written agreement with the authorized intermediary which shall set out in sufficient details the rights, obligations and liabilities of each party to the agreement and shall cover, at minimum aspects, the SECP added.