Corporate advice that matches how your business really runs

Governance questions tend to surface when a board grows, an investor joins or a decision is challenged. We look at how authority really flows inside the company and bring board practice into line with the Companies Act 2017 and the articles. Directors get specific advice on their duties in the situation in front of them, along with procedures the board can follow consistently.

Structure becomes a real question when a business launches a new line, takes on partners or plans to raise outside capital. Our job is to decide where ownership, liability and control should sit across the entities involved. Tax advisers are brought in early so the corporate design and the tax position point the same way, and the structure can absorb growth without constant rework.

The easiest time to document a shareholder relationship is before any tension appears: at incorporation, on a new investment or when ownership changes. We draft agreements that capture the commercial bargain between the owners. Key protections are then mirrored in the articles, so they bind the company and future shareholders as well as the people who originally signed.

Buying or selling a business in Pakistan carries legal risk that is often buried in corporate records, contracts and licences. Due diligence is scoped to the size and nature of the deal. We then negotiate the purchase documents and manage the approvals and filings needed to complete. If competition clearance or foreign exchange formalities apply, they go into the timetable at the outset rather than surfacing at the end.

Appointing a distributor, engaging a supplier or outsourcing part of the operation all depend on a contract that holds up. We draft agreements that match how the arrangement works on the ground and that a Pakistani court or arbitrator can enforce. Payment mechanics, liability and exit rights get particular attention, since those are the terms most often fought over later.

Joint venture partners bring different strengths to the table, and usually different expectations about control and returns. The first decision is whether the venture should be contractual or run through a jointly owned company. Contributions, management and profit sharing are then documented, with careful thought given to how the venture will be unwound, because the exit is where most joint ventures come apart.

Share capital changes when a company raises money, admits a shareholder or returns value to its members. Each of those steps has its own procedure under the Companies Act 2017 and a matching SECP filing. We put the approvals in the right order, prepare the corporate documents and check that the share register reflects the true position once the change is complete.

Groups reorganise to simplify their structure, separate a business for sale or consolidate operations after a period of growth. The steps have to be planned so that contracts, licences, employees and assets move as intended. Where a merger or demerger needs a scheme of arrangement, Sutra Law prepares the scheme and supporting papers and handles the court or regulatory sanction the law requires.

Corporate records matter the moment a bank, investor or regulator asks to see them. We help companies record decisions properly and keep statutory registers current, so that authority for a significant act can be shown without reconstructing it after the event. The service suits companies with no in-house secretarial function, and those whose records have slipped behind.