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Incorporation Agreement Template for Pakistan

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Key Requirements PROMPT example:

Incorporation Agreement

"I need an Incorporation Agreement for a new technology startup in Pakistan with three local founders, planning to commence operations in March 2025, with an initial share capital of PKR 10 million and equal shareholding among founders."

Document background
The Incorporation Agreement is a crucial document used when establishing a new company in Pakistan, serving as the foundational contract between founding shareholders and the company itself. This agreement is particularly important as it must comply with the Companies Act 2017 and SECP regulations while setting out the essential terms of company formation, including share capital, management structure, and shareholder rights. The document is typically prepared during the pre-incorporation phase and forms part of the company registration process with the SECP. It should address key aspects such as share transfer restrictions, voting rights, board composition, and dispute resolution mechanisms, all within the context of Pakistani corporate law requirements. The Incorporation Agreement also serves as a reference point for future corporate governance and shareholder relationships throughout the company's lifecycle.
Suggested Sections

1. Parties: Identifies all founding shareholders/members entering into the agreement

2. Background: Sets out the context and intention to incorporate the company

3. Definitions: Defines key terms used throughout the agreement

4. Company Formation: Details of the company to be formed including name, registered office, and objectives

5. Share Capital: Specifies the authorized and initial paid-up capital, share classes, and par value

6. Share Subscription: Details of initial share allocation and payment terms

7. Board of Directors: Composition of board, appointment process, and decision-making procedures

8. Shareholder Meetings: Procedures for conducting shareholder meetings and voting rights

9. Transfer of Shares: Restrictions and procedures for transferring shares

10. Pre-emptive Rights: Rights of existing shareholders to purchase new shares

11. Management and Operations: Day-to-day management structure and operational procedures

12. Reserved Matters: Decisions requiring special approval from shareholders or directors

13. Confidentiality: Obligations regarding company and shareholder confidential information

14. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company

15. Governing Law: Confirmation of Pakistani law as governing law and jurisdiction

Optional Sections

1. Tag-Along Rights: Include when minority shareholder protection is required for share sales

2. Drag-Along Rights: Include when majority shareholders want right to force minority participation in sale

3. Anti-Dilution Protection: Include when protecting certain shareholders from equity dilution

4. Foreign Investment Provisions: Include when there are foreign shareholders to address FERA requirements

5. Shareholder Loans: Include when shareholders will provide initial funding through loans

6. Intellectual Property Rights: Include when company will own or develop significant IP

7. Non-Compete Provisions: Include when shareholders are involved in similar businesses

8. Exit Mechanisms: Include detailed exit provisions for shareholders when required

Suggested Schedules

1. Schedule 1 - Shareholder Information: Details of all shareholders including names, addresses, and shareholding

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes, rights, and initial allocation

3. Schedule 3 - Company Constitution: Draft Articles of Association or reference to standard articles

4. Schedule 4 - Business Plan: Initial business plan and financial projections

5. Schedule 5 - Reserved Matters List: Comprehensive list of matters requiring special approval

6. Schedule 6 - Initial Directors: List of initial directors and their details

7. Appendix A - Share Transfer Forms: Template forms for share transfers

8. Appendix B - Board Resolution Templates: Standard templates for board resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















































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Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Professional Services

Energy

Agriculture

Education

Construction

Telecommunications

Transportation

Mining

Hospitality

Relevant Teams

Legal

Corporate Secretarial

Compliance

Finance

Corporate Affairs

Board of Directors

Executive Leadership

Corporate Governance

Risk Management

Investment

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Board Director

Compliance Officer

Managing Director

General Counsel

Corporate Governance Officer

Investment Manager

Business Development Director

Shareholder Representative

Corporate Affairs Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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