Venture Capital Funds Company Incorporation in Pakistan

Below are some questions we frequently receive about forming a Capital Venture Funds Company in Pakistan, along with answers based on the current laws, rules and regulations. 1) MINIMUM AMOUNT OF PAID UP CAPITAL AND EITHER THE WHOLE AMOUNT IS DEPOSITED IN THE BANK AT ONE TIME OR NOT

Regulation 2:

An "eligible investor" is someone who has at least Rs. 15 million in assets, excluding the value of their personal residence. They must also provide a declaration to the private fund management company saying that they understand the risks associated with investing in a private fund. REGULATION 8: – ROLE OF PRIVATE FUND MANAGEMENT COMPANY: The Private Fund Management Company shall have a minimum equity of rupees ten (10) million. This requirement shall not apply to an NBFC that has a valid investment advisory license and that complies with the minimum equity requirements for investment advisory license.

2) TAXATION OF CAPITAL GAIN AND ANNUAL TAXATION AND AUDIT REQUIREMENT OF CAPITAL VENTURE FUND.

Regulation 8: – Role of Private Fund Management Company:

It is the duty of the Private Fund Management Company to keep accurate records of the Private Fund's assets, liabilities, profits, losses, and transactions. These records must be kept at the company's registered office and must be maintained for at least ten years. Additionally, all amounts received from the sale of units and any pay-outs made to unit-holders must be properly documented.

The balance sheet, profit and loss statement, cash flow statement, and statement of movement in NAV per unit of the private fund must be prepared in accordance with approved international accounting standards and international financial reporting standards, and transmitted to the unit holders and the commission within four (3) months of the close of the financial year of the private fund.

It is the responsibility of the Private Fund's management to maintain a register of unit holders and to exercise due diligence in ensuring that the register is accurate, complete, and up-to-date. Furthermore, the management must take reasonable care to ensure that only eligible investors are recorded in the register.

An external auditor shall be appointed to review the Private Fund's annual accounts. The auditor must be a Chartered Accountant who has received a satisfactory rating under the Quality Control Review (QCR) Program of the Institute of Chartered Accountants of Pakistan. The appointed auditor shall provide a report on the annual accounts of the Private Fund containing the following:

The auditor has examined the accounts of the Private Fund for the period under review and has expressed their opinion on whether the accounts have been prepared in accordance with the relevant provisions of the Regulations. In addition, the auditor has confirmed that they have conducted their audit in accordance with international standards on auditing as applicable in Pakistan.

The auditor’s opinion is that a true and fair view is given of the disposition of the Private Fund at the end of the period under review, and of the transactions of the Private Fund during that period. If the auditor finds that the Private Fund has not kept proper books and records, or that the accounts prepared do not agree with the books and records of the Private Fund, the auditor shall report that fact; and If the auditor is unable to obtain all the information and explanations which, in his opinion, are necessary for the purpose of the audit

REGULATION 15: – FEE PAYABLE TO THE COMMISSION:

The Private Fund Management Company will pay the Commission an annual fee, which will be charged to the Private Fund as an expense, within three months of the close of the financial year of the Private Fund. The rate for the annual fee is specified in Schedule I.

3) IN CASE OF FOREIGN INVESTORS, EITHER HE IS ELIGIBLE FOR EXPATRIATION OF ALL THE AMOUNTS (PRINCIPAL, DIVIDEND AND GAIN) OR NOT.

The 2015 Regulations and the 2019 Amendments to the law do not place any restrictions on foreign investors. As long as an investor meets the eligibility criteria and has complied with the registration requirements, and is willing to undertake risks as laid out in the Investment Policy and the Placement Memorandum, they can invest in the Capital Fund.

Since the law does not mention foreign investors specifically, it does not specify for the eligibility for expatriation of all the amounts.

4) HOW MUCH TIME IS REQUIRED FOR REGISTRATION OF CAPITAL VENTURES.

There is no set timeline for registering a Capital Venture. The amount of time it takes to register is dependent on the Registration procedure set out in Regulation 5 of the Private Funds Regulations 2015.

5) ENLIST THE REQUIRED DOCUMENTS FOR REGISTRATION AND ELIGIBILITY CRITERIA FOR INVESTORS AND FOREIGN INVESTMENTS

Regulation 2:

"Eligible Investor" means a person who: - has net assets of at least Rs. 15 million, excluding the value of their personal residence; and - furnishes a declaration to the Private Fund Management Company stating that they understand the risks of investing in a Private Fund.

REGULATION 3: No individual shall create, debut, or raise finances in Pakistan for investment in a Private Fund unless the Fund is registered and compliant with these Regulations.