The Hague Apostille Convention – Authentication of Foreign Public Documents Simplified

Introduction

In what is surely a much needed and welcome step for one and all, Pakistan acceded the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (the “Apostille Convention”) on 9th March 2023 followed by the Securities and Exchange Commission of Pakistan’s (the “SECP”) amendments to the corresponding domestic regulatory framework applicable to companies. The SECP amendments are also reflected in the recent Companies Regulations, 2024 (the “2024 Regulations”), enacted by the SECP earlier in 2024.

Apostille Certification and Concomitant Amendments

The Apostille Convention streamlines the authentication process for public documents exchanged between Pakistan and other contracting states by introducing “apostille” certification — serving as a single valid form of authentication, replacing multiple layers of bureaucratic formalities.

Following Pakistan’s accession to the Apostille Convention, and considering its dualist legal system, the SECP took a progressive step in May 2023 by amending its regulatory framework. These amendments aim to simplify the authentication process of foreign public documents.

The SECP amendments were issued through three Statutory Regulatory Orders (SROs) – SRO 530 (I)/2023, SRO 531 (I)/2023, and SRO 532(I)/2023 – that modified key regulations governing the legalisation and authentication of foreign public documents. The amended regulations include:

-????????? The Companies (Incorporation) Regulations, 2017 (the “Incorporation Regulations”);

-????????? The Companies (General Provisions and Forms) Regulations, 2018 (the “General Regulations”); and

-????????? The Foreign Companies Regulations, 2018 (the “Foreign Companies Regulations”).

These amendments recognize “apostille” certification as a valid form of legalisation. An apostille, issued by a valid authority in the document's country of origin, is now accepted in Pakistan for documents from states that are signatories to the Apostille Convention and recognized by Pakistan; a list of such states is available here.

Importantly, this move dispenses with the previous very difficult and time-consuming requirements for legalizing foreign public documents, which involved notarial certification followed by attestation by Pakistani embassies or consulates.

It is pertinent to note that the SECP amendments do not remove such existing authentication requirements but rather introduce an alternative method of document legalization, added to the previous provisions with an “or”, thus providing an equally valid alternate means of authentication.

This inclusion has made the process more flexible and user-friendly for foreign companies and individuals dealing with Pakistani authorities from contracting states to the Apostille Convention. The original requirements were retained keeping in view the states that are not (yet) party to the Apostille Convention.

Transition to the 2024 Regulations

Earlier in 2024 (in February 2024), the SECP notified the 2024 Regulations aiming to consolidate various existing regulations in a single framework including the Incorporation Regulations, the General Regulations and the Foreign Companies Regulations. The SECP amendments pertaining to apostille certification appear as is in the 2024 Regulations.

Examples

The following are instances of some documents, accepted under the 2024 Regulations, with apostille certification for authentication when originating from abroad (from States that are party to the Convention) for use in Pakistan:

-Copies of Passports of foreign individuals;

-Undertakings by foreign persons;

-Board Resolutions of foreign body corporates; and

-Constitutional documents of foreign body corporates such as:

o?? Certificate of Incorporation;

o?? Memorandum of Association;

o?? Articles of Association;

o?? By-Laws;

o?? Charter / Statute / Operating Agreement; and

o?? Business License.

With respect to relevant authorities providing apostille services, the same are usually designated or registered by the respective contracting state. For example, for U.S., the U.S. Department of State Office of Authentications provides apostille services. Similarly, For U.K., several third-party service providers can be contacted in addition to the Legalisation Office for apostille certification.

Conclusion

The practical implications of the SECP amendments are far-reaching and provide great relief to businesses and individuals alike. Legalisation through apostille is simpler, faster, more convenient, and cost-effective compared to the previous multi-layered and time-consuming and expensive procedures. The SECP’s decision to incorporate the apostille method into Pakistan's legal framework is a much needed and welcome reform. This also aligns the country with international legal standards and significantly eases the compliance burden on foreign companies in particular.