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Submitted to: Submitted by:
Dr. Abu Hossain Siddique Md. Mustafa Iqball
Professor ID-58, 4th batch
Department of International Business Department of International Business
University of Dhaka University of Dhaka
Assignment on
CompanyAct 1994
Critical analysis and summary
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Acknowledgement
First of all I want to thanks my Almighty. Then I would like to thank my course teacher for
assign this type of opportunity in the field of Business law. These types of work enhance our
capacity to understand business related knowledge. Our honorable course teacher Dr. Abu
Hossain Siddique sir shows direction to understand the company act. Without him we can’t do
this properly. He helps how to sum up the company act 1994 and give a meaning full concept
about company act. To make this report, I get help different website. Especially
BANGLAPEDIA and other related websites. I think this work improving the knowledge about
company law and help to do business properly in the future. We can apply this knowledge in our
corporate life. At the same time I would appreciate our assign work for the future business
decision making.
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Table of contents
A. Introduction
1. Background……………………………………………………………………..............4
2. Executive Summary ………………………………………………................................5
B. Description
3. PART-I PRELIMINARY……………………………………………………………..6
4. PART-II CONSTITUTION AND INCORPORATION………………………….. (6-11)
5. PART-III
SHARE CAPITAL REGISTRATION OF UNLIMITED COMPANYAS
LIMITED AND UNLIMITED LIABILITY OF DIRECTO…………………... (11-14)
6. PART IV
MANAGEMENT AND ADMINISTRATION………………………..………... (14-15)
7. PART-V
WINDING UP ………………………………………………………………………...15
8 PART-VI
REGISTRATION OFFICEAND FEES…………………………………………….…15
9. PART VII
APPLICATION OF ACT TO COMPANIES FORMED AND REGISTERED
UNDER FORMER COMPANIES ACT……………………………………….............16
10. PART VIII
COMPANIES AUTHORIZED TO BE REGISTERED……………………………..16
11. PART-IX
WINDING UP PF UNREGISTERED COMBINES………………………………...16
12. PART-X
FOREIGN COMBINES REGISTRATION ETC…………………………………....16
13. PART XI
SUPPLEMENTAL
LEGAL PROCEEDINGS AND OFFENCE….……………………………………...16
C. Conclusion…………………………………………………………………………...17
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Background
The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates
formation of companies and keeps track of all ownership related issues as prescribed by the laws
in Bangladesh. The Registrar is the authority of the Office of the Registrar of Joint Stock
Companies and Firms, Bangladesh.
Companies Act 1994 (Act XVIII of 1994) governs COMPANY LAW in Bangladesh. It received the
assent of the President of the People's Republic of Bangladesh on 11 September 1994 and was
published in the Bangladesh Gazette on 12 September 1994. Before its enactment in 1994,
company law was governed by the Companies Act 1913 which was amended in 1915, 1920,
1926, 1930, 1932, 1936, 1938, 1949 and 1969, 1973 and 1984.
The early history of company law of India was laid in the British Companies Act 1844 on the
basis of which the Joint Stock Companies Act 1850, the first company law for the sub-continent,
was formulated. This act was based on 'unlimited liability'. Through a major amendment in the
Joint Stock Companies Act 1850 in 1857, the provision of unlimited liability was replaced by
'limited liability' and the act was renamed as The Companies Act 1857. With the expansion of
trade and commerce in the sub-continent, the Companies Act 1857 was amended in 1860, 1866,
1882, 1887, 1891, 1895, 1900 and 1908. The Indian Companies Act 1913 was actually the
amended and reformed version of The English Companies Act 1908.
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Executive Summary
The Companies Act 1994 has 11 parts. Part-I contains the preliminary aspects of the act
including the short title of the act, commencement and extent, definitions of various terms. Part-
II is concerned with formulation and incorporation of companies, including bank companies, and
memorandum of association for various types of companies, articles of association, general
provision for registration of memorandum and articles of association, associations not for profit,
and companies limited by guarantee. Part-III mainly narrates the rules for share capital,
registration of unlimited company as limited, and the limited liability of directors. This part
states the rules and procedures for distribution of share capital of companies and the provisions
for reduction of share capital.
Part-IV states the framework for regulating the management and administration of companies,
the requirements for having a registered office of a company with a distinct name at a specific
place, the provisions for penalties for non-disclosure of name, and the way to show the
authorized, subscribed and paid up capital of companies. It contains the procedures and rules for
holding meetings of companies, provisions and procedures for appointment of company
directors, their responsibilities, rights and obligations, powers, tenure, loans to and from a
company, and their relationship with the managers, and managing agents of a company. This part
includes the rules and conditions for appointment of managing agent, power of companies to use
their seal abroad, the powers of a company to pay interests, the provisions for information and
procedure as to mortgage and other unregistered charges. It also provides requirements and rules
to keep proper accounts, preparation and submission of balance sheets, as well as provisions for
penalty for not keeping proper books of accounts.
Part-V of the act provides details of the mode and methods of winding up, liabilities of
contributories and their successors, procedures and options of winding up, appointment of
official liquidator and their powers and duties, settlement of debts of companies and transfer and
distribution of assets and liabilities. Part-VI deals in matters relating to the registered office/s of
companies; appointment of registrar/s by the government; their powers and responsibilities,
payment of registration fees and submission of returns and documents to registrar by the
companies. Part-VII interprets the rules of application of the act to companies formed and
registered under former Companies Acts. Part-VIII identifies and defines the companies capable
of being registered, the various aspects required for registration and the power to substitute
memorandum and articles for deed of settlement, etc.
The main concern of Part-IX of the act is the procedure for winding up of unregistered
companies. This part explains the meaning of unregistered companies; procedure for their
winding up; suits stayed on winding up order; directions as to property in certain cases; and the
status of provisions of this part cumulative. The contents of Part-X include the requirements for
establishing foreign companies in Bangladesh, rules for regulating them, preparation,
maintenance, audit and submission of their accounts to the host country regulators; notice for
closure of foreign companies in Bangladesh; and restrictions on sales and offer for sale of shares.
Finally, Part-XI is supplemental and relates legal proceedings, offences, etc. The subject matters
elaborated in it are cognizance of offences, application of fines, power to require limited
company to give security for costs, and penalty for wrongful withholding of property.
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PART-I PRELIMINARY
Short little and commencement: In this section of company law describes the date of company
law and how company law created. Company law 1994 created by notification in the official
gazette.
 Definitions: In the definitions section of company law describes different type of
definitions. They are about articles, banking company, company, court, debenture,
director, existing, financial year, insurance company, manager, managing agent,
managing director, memorandum, officer, prescribed, private company, public company,
secretary, register, schedule and share.
 Jurisdiction of the court: In the jurisdiction of the court, describes that in this company
act court will be High Court Division.
PART-II CONSTITUTION AND INCORPORATION
Prohibition of partnership exceeding certain number: Nor company, association or
partnership consisting of more than ten persons shall be formed or the purpose of carrying on the
business of banking unless it is registered as a company under this Act or is formed by or under
any other Act of Parliament.
Besides under this act if any company constitute containing member20 does not operate
any business except bank.
This act does not apply for the joint family
Besides Any person who is a member of a company, association or partnership formed in
contravention of this section shall be punishable with fine not exceeding five thousand
taka.
Mode of forming Incorporated Company: In the case of public limited company seven
members and private limited company only 2 members can constitute company. But in that case
their name is to be listed on memorandum with subscribing. The following company can be
incorporated:
 A company limited by share
 A company limited by guarantee
 An unlimited company
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Memorandum of company limited by share: The name of the company, with “limited” as the
last word in its name, the address of the registered office, the objects of the company, and, except
in the case of trading companies, the territories to which they extend, that the liability of the
members is limited.
Memorandum of company limited by guarantee
The memorandum shall state-- the name of the company, with "limited" as the last word in its
name. (ii) the address of the registered office; (iii) the objects of the company, and, except in the
case of trading companies, the territories to which they extend; (iv) that the liability of the
member(b) if the company has a share capital-- (i) the memorandum shall also state the amount
of share capital with which the company proposes to be registered and the division thereof into
shares of a fixed amount; (ii) each subscriber of the memorandum shall take at least one share;
(iii) each subscriber shall write opposite to his name the number of shares he takes.
Memorandum of unlimited company
In the case of an unlimited company the memorandum shall state- the name of the company; the
address of the registered office of the company; the objects of the company and, except in the
case of trading companies, the territories to which they extend.
(b)If the company has a share capital- each subscriber of the memorandum shall take at least one
share; each subscriber shall write opposite to his name the number of shares he takes.
Printing and signature of memorandum
The memorandum of every company shall be printed or be divided into paragraphs numbered
consecutively and be signed by each subscriber, who shall add his address and description in the
presence of at least two witnesses who shall attest the signature.
Restriction on alteration of Memorandum
A company shall not alter the conditions on continued in its memorandum except provisions is
made in the act. Only those provisions which by any other specific provision contained in this act
are required to be stated in the memorandum of the company concerned shall be deemed to be
the conditions contained in its memorandum. Other provisions contained in the memorandum,
including those relating to the appointment of director, managing agent or manager may be
altered in the same manner as the articles of the company, but if there is any express provision in
this Act permitting the alteration of such provisions in any other manner.
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Name of company and change of name
A company shall not be registered by a name identical with that by which a company in
existence is already registered, or so nearly resembling the name that there is likelihood of using
the name to deceive, except where the company in existence is in the course of being dissolved
and signifies its written consent in such manner as the Registrar requires. Besides no company
shall be registered by a name containing in any form the name or any abbreviation of the name of
the United Nations or of any subsidiary body set up by the United Nations or of the World Health
Organization unless the company has obtained the previous authorization in writing of the
Secretary General in the case of the United Nations or the subsidiary body as aforesaid or of the
Director General of the World Health Organization in the case of that Organization.
Alternation of memorandum
Subject to the provisions of this Act, a company may, by special resolution, alter the provisions
of its memorandum with respect to the objects of the company, so far as may be required to
enable it-- to carry on its business more economically or more efficiently; or to attain its main
purpose by new or improved means; or to enlarge or change the local area of its operations; or to
carry on some business which, under the existing circumstances may conveniently or
advantageously be combined with the business of the company; or to restrict or abandon any of
the objects specified in the memorandum; or to sell or dispose of the whole or any part of the
undertaking of the company; or to amalgamate with any other company.
Power of Court when confirming alteration
The Court may make an order confirming the alteration either wholly or in part, and on such
terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper.
Exercises of discretion by Court
The Court shall, in exercising its discretion under sections 12 and 13, have regard to the class of
them, as well as to the rights and interests of the creditors, and may if it thinks fit, adjourn the
proceedings in order that an arrangement may be made to the satisfaction of the Court for the
purchase of the interests of dissenting members; and may give such directions and make such
orders as it may think expedient for facilitating or carrying into effect any such arrangement;
Provided that no part of the share capital of the company may be expended in any such purchase.
Procedure on confirmation of the alternation
A certified copy of the order confirming the alternation, together with a printed copy of the
memorandum as altered, shall be filed by the company with the Registrar within ninety days
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from the date of the order or within such time as may be extended by the court, and the Registrar
shall register the same and shall certify the registration under his hand, and the certificate shall
be conclusive evidence that all the requirements of this Act, with respect to the alteration and the
confirmation thereof, have been complied with, and hence forth the memorandum so altered
shall be the memorandum of the company.
Effect of failure to register within extended time
No such alteration shall have any operation until registration thereof has been duly effected in
accordance with the provisions of section 15, and if such registration is not effected within the
period specified in that section such alteration and the order of the Court confirming the
alteration, and all proceedings connected there with shall, at the expiration of the period specified
under that section become absolutely null and void. Provided that the Court may, on sufficient
cause shown, revive the order on application made within a further period of thirty days after the
said period.
Registration of Articles
A company limited by guarantee and an unlimited company shall, and a company limited by
shares may have an article of association herein provision shall be made for regulating the affairs
of the company; and the article shall be signed by the subscribers of the memorandum and be
registered together with the memorandum
Application of Schedule I
In the case of a company limited by shares and registered after the commencement of this Act, if
articles not registered, or, if articles are registered, in so far as the articles do not exclude or
modify the regulations in Schedule I, those regulations shall, so far as applicable be the
regulations of the company in the same manner and to the same extent as if they were contained
in the duly registered articles.
Form and signature of articles
Articles shall be printed or be divided into paragraphs numbered consecutively or be signed by
each subscriber of the memorandum, who shall add his address and description in the presence of
at least two witness who shall attest the signature.
Alteration of articles by special resolution
Subject to the provisions of this Act and to the conditions contained in its memorandum, a
company may by special resolution alter, exclude from or add to its articles: and any alteration,
exclusion or addition so made shall be as valid as if originally contained in the articles and be
subject in like manner to alteration, exclusion or addition by special resolution.
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Effect of alteration in memorandum or articles
Notwithstanding anything in the memorandum or articles of a company, no member of the
company shall be bound by an alteration made in the memorandum or articles after the due on
which he becomes, member, if and so far as the alteration requires him to take or subscribe for
more shares than the number held by him at the date on which the alteration is made, or in any
way increases his liability is at that date to contribute to the share capital of, or otherwise to pay
money to the company.
Effect of memorandum and articles
The memorandum and articles shall when registered bind the company and the members hereof
to the same extent as if they respectively had been signed by each member and contained a
convenient on the part of each member his heirs and legal representatives to observe all the
provisions of the memorandum and of the articles subject to the provisions of this Act. All
money payable by any member to the company under the memorandum or articles shall be a debt
one from him to the company.
Registration of memorandum and articles
The memorandum and articles if any shall be field with the Registrar who if satisfied that the
requirements of this Act have been complied with shall retain and register them within thirty
days from the date of their receipt and in the event of refusal he shall communicate the grounds
within ten days after that period to the company.
Effect of registration
On the registration of the memorandum of a company the Registrar shall certify under his hand
that the company is incorporated and in the case of a limited company that the company is
limited.
Conclusiveness of certificate of incorporation
A certificate of incorporation given by the Registrar in respect of any association shall be
conclusive evidence that all the requirements of this Act in respect of registration and of matters
precedent and incidental thereto have been complied with and that the association is a company
authorized to the registered and duly registered under this Act.
Copies of memorandum and articles to be given to members
Every member of a company may request for a copy of the memorandum, and also for a copy of
the articles, if any, and if such request is made in writing along with a fee of taka fifty or such
less fee as may fixed by the company, the company shall, within fourteen days from the date of
such request, send the copy to that member. If a company makes default in complying with the
requirements of this section, it shall be liable for each offence to a fine not exceeding two
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hundred taka and every officer of the company who is knowingly and willfully in default shall be
liable to like penalty.
Alteration of memorandum of articles to be noted in every copy
Where an alteration is made in the memorandum or articles of a company, every copy of the
memorandum or articles issued after the date of the date of the alteration shall be in accordance
with the alteration.
Power to dispense with Limited in name of charitable and other companies
Where it is proved to the satisfaction of the Government that an association capable of being
formed as a limited company has been or in about to be formed for promoting commerce, art,
science, religion, charity, or any other useful object, and applies or intends to apply its profits, if
any or other income in promoting its objects and to prohibit the payment of any dividend to its
member the Government may, by license with approval of one of its Secretaries, direct that the
association be registered as a company with limited liability, without the addition of the word
"Limited" to its name, and the association may be registered accordingly.
Provided that before a license is sop cancelled the Government shall give to the association a
notice in writing of its intention and the grounds their and shall afford the association an
opportunity of submitting a representation in opposition to the cancellation.
Provision as to companies limited by guarantee
In the case of company limited by guarantee and not having a share capital and registered after
the commencement of this Act every provision in the memorandum or articles or in any
resolution of the company purporting to give any person a right to participate in the divisible
profits of the company otherwise than as a member shall be void.
PART-III
SHARE CAPITAL REGISTRATION OF UNLIMITED COMPANYAS
LIMITED AND UNLIMITED LIABILITY OF DIRECTORS
Nature of shares
The shares or other interests of any member a company shall be deemed to be movable property
and shall be transferable in manner provided by the articles of the company.
Each share in a company having a share capital shall be distinguished by the appropriate number.
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Certificate of Shares or Stock
A certificate under the common seal of the company specifying any shares or stock held by any
member shall be prima facie evidence of the title of the member to the shares or stock therein
specified.
Definition of Member
Every subscriber of the memorandum of company shall be deemed to have agreed to become a
member of the company and on its registration shall be entered as a member in its register of
members.
Every other person who agrees to become a member of a company, and whose name is entered in
its register of members shall be a member of the company.
Membership of holding company
Except in the cases mentioned in this section a body corporate cannot be a member of a company
which is its holding company and any allotment or transfer or shares in a company to its
subsidiary shall be void.
Nothing in this section shall apply; namely-- Where the subsidiary is the legal representative of a
deceased member of the holding company; or Where the subsidiary is concerned as trustee
unless the holding company or a subsidiary thereof is beneficially interested under the trust and
is not so interested only by way of security for the purposes of a transaction entered into by it in
the ordinary course of business which includes the lending of money.
This section shall not prevent a subsidiary from continuing to be a member of its holding
company if it was a member thereof either at the commencement of this Act or before becoming
a subsidiary of the holding company; but except in the cases referred to in sub-section (2), the
subsidiary shall have no right to vote at meetings of the holding company or of any class of
members thereof.
Register of member
Every company shall keep in one on or more books of register of its members, and enter therein
the following particulars:--the name and addresses, and the occupations, if any of the members;
in the case of a company having a share capital, a statement of the shares held by each member,
distinguishing each share by its number, and of the amount paid or agreed to be considered as
paid on the shares of each member; the date at which each person was entered in the register as a
member; the date at which any person ceased to be a member.
If a company makes default in complying with the requirements of this section. It shall be liable
to as fine not exceeding one hundred taka for everyday during which the default continues and
every officer of the company who knowingly and willfully authorize or permits the default shall
also be liable to a like penalty.
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Index of members of company
Every company having more than fifty member shall, unless the register of members is in such a
form as to constitute in itself an index, keep an index of the names of the members of the
company and shall within fourteen days after the date on which any alteration is made in the
register members make any necessary alteration in the index.
Annual list of members and summary
Every company having a share capital shall within eighteen months from its incorporation and
thereafter once at least in every year make a list of all persons who on the day of the first or only
ordinary general meeting in the year are members of the company, and of all persons who have
ceased to be members since the date of the last return or in the case of the first return of the
incorporation of the company.
The following shall be stated in the list namely:-- (a) the names, addresses, nationality and
occupation of all past and [present members; (b) the number of shares held by each of the
existing members at the date of return specifying the shares transferred since the date of last
return or, in the case of first return, since the date of incorporation, by persons who are still
members and by persons who have ceased to be members respectively and also the dates of
registration of such transfer; and (c) a summary distinguishing between shares issued for cash
and shares issued as fully or partly paid up otherwise than in cash and specifying the following;
the amount of the share capital of the company, and the number of the shares into which it is
divided; the number of shares taken from the commencement of the company up to the date of
the return the amount called up on each share; the total amount of calls received; the total
amount of calls unpaid; the total amount of the sums.
Trust not to be entered on register
No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be
receivable by the Registrar.
Transfer of shares
An application for the registration of the transfer of shares in a company may be made either by
the transferer or the transfere, provided where such application is made by the transferer no
registration shall in case of party paid shares be effected unless the company gives motive of the
application to the transferee and subject to the provisions of sub-section the company shall,
unless objection is made by the transferee two weeks from the date of receipt of the notice, enter
in its register of members the name of the transferee in the same manner and subject to the same
conditions as if the application for registration was made by the transferee.
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Certification of transfer
The certification by a company of any instrument of transfer of shares in, or debentures of, the
company, shall be taken as a representation by the company to any person acting on the faith of
the certification that there have been produced to the company such documents as on the face of
them show a prime facie title to the shares or debentures in the transfer named in the instrument
of transfer, but not as a representation that transferor has complete title to the shares or
debentures.
Transfer by legal representative
A transfer of the share or other interest of a decease member of a company made by his legal
representative shall, although the legal representative is not himself a member, be as valid, as if
he had been a member at the time of the execution of the instrument of transfer.
Besides in this part discuss about the following topic- Inspection of register of members, Power
to close register, Power of Court to rectify register, Notice to Registrars for rectification of
register, Register to be evidence, Issue of share warrants to bearer , Effect of share warrant,
Registration of name of bearer of share warrant, Position of bearer of Share-warrant, Entries in
register when share-warrant issued, Surrender of Share warrant, Power of company to arrange
for different amounts being paid on shares, Power of company limited by shares to alter its share
capital, Notice to Registrar for consolidation of share a capital, conversion of shares into stock
etc, Effect of conversion of shares into stock, Notice of increase of share capital or of members,
Application of premiums received on issue of shares, Restriction on purchase by company or
loans by Company for purchase of its own shares, Reduction of share capital, Application to
Court for confirming order, Addition to name of company of "and reduced", Objections by
creditors and settlement of list of objecting creditors, Power to dispense with consent of creditor
on security being given for his debt, Order confirming reduction, Registration of order minutes
of reduction, Minutes to form part of memorandum, Liability of members in respect of reduced
shares, Penalty on concealment of name of creditor and Reserve Capital of Limited company
PART IV
MANAGEMENT AND ADMINISTRATION
In this part of the company law discuss about how company will be managed and administrated.
In this part discuss about the following section, Registered office of company, Publication of
name by a limited company - Every limited company, Penalties for non-publication of name,
Publication of authorized as well as subscribed and paid-up capital, Annual general meeting,
Penalty for default in complying with section 81, Statutory meeting and statutory report of
15
company, Calling of extraordinary general meeting on requisitions, Provision as to meeting and
votes, Representation of companies at meetings of other companies of which they are members,
Extraordinary and special resolution, Registration and copies of special and extraordinary
resolution, Minutes of proceedings of general meeting and of its directors
Directors, Directors obligatory, Appointment of directors, Restrictions on appointment or
advertisement of director, Consent of candidate for directorship, Disqualifications of directors,
Notice of meetings, Meeting of Board, Qualification of Director, Validity of act of director,
Ineligibility of bankrupt to act as director, Prohibition on assignment of office by director,
Appointment and terms and office of alternate directors, Avoidance of provisions relieving
liability of directors, Loan of Director, Director not to hold office of profit, Sanction of Directors
necessary for certain contracts, Removal of directors, Restrictions on power of directors,
Vacation of office of director, Restriction on Managing Director, Managing director not to be
appointed for more than five years at a time. Compensation for Loss of Office, Compensation for
loss of office not permissible to managing or whole time directors or directors who are managers,
Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or
property, Payment to director for loss of office etc. in connection with transfer of shares,
Provisions supplementary to section 111, 112 and 113 and Register of directors, managers and
managing agent.
PART V
WINDING UP
This part of company law describes how company will be winding up and their procedure. The
company will be winding up by the Court or voluntary or subject to the supervision of the Court.
Besides in this part describes the amount of liability of members, directors and in case of death
of member. And also discuss how company officially liquidate, voluntary winding up.
PART-VI
REGISTRATION OFFICE AND FEES
Under this provision, company shall have central office and original office at such places as the
Government think, fit and company shall be registered except at an office within the territorial
jurisdiction in which by the memorandum, the registered office of the company is declared to be
e established. There shall be paid to the Registrar in respect of the several matters mentioned in
Schedule II the several fees therein specified, or such smaller fees as the Government may direct
impose.
16
PART VII
APPLICATION OF ACT TO COMPANIES FORMED AND REGISTERED
UNDER FORMER COMPANIES ACT
In the part vii describes the following section, application of Act to Combines formed under
former Companies act, application Act of companies registered but not formed under former
Combines Act and mode of transferring
PART VIII
COMPANIES AUTHORIZED TO BE REGISTERED
In this section of company act discuss about authorized companies. Besides also discuss about
definition of joint stock company, Requirements for registration of joint stock companies,
Authentication of statement of existing Companies, Registrar may require evidence as to nature
of company and suits stayed on winding up order.
PART-IX
WINDING UP PF UNREGISTERED COMBINES
Under this provision describe the meaning of "unregistered company", Contributors in winding
up of unregistered Companies, Power to stay or restrain proceedings, Restrictions on
commencing etc. of suit after winding up order and Courts directions as to property in certain
cases.
PART-X
FOREIGN COMBINES REGISTRATION ETC
Under this provision, describe about the foreign company registration, procedure and accounts ,
Service on foreign company, Notice of ceasing place of business of a company, Restriction on
sale and offer for sale of shares and Notice of appointment of receiver etc.
PART XI
SUPPLEMENTAL
LEGAL PROCEEDINGS AND OFFENCE
This part of company law describes about the following section such as Cognizance of offence,
Application of fines, Power to require limited company to give security for costs, Power of Court
to grant relief in certain cases, Penalty for false statement, Penalty for wrongful with holding of
property, Penalty for misapplication of securities by employers, Penalty for improper use of the
word "Limited", Construction of "Registrar of Joint Stock Companies" in Act XXI of 1860,
Repeal and savings, Section 6 of the General Clauses Act, 1897 to apply and Publication of
Authentic English Text.
17
Conclusion
Companies’ act 1994 is the guideline of business in Bangladesh. Without this law no one can
constitute company business in Bangladesh. So we can say that everyone must be know the
company law before going to involve any business. In this regard, we are the business students
so we have to know the company law. This assignment helps me to know about the company law
and related topics. Besides it helps others to get overview about company law.

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Company law 1994 summary final

  • 1. 1 Submitted to: Submitted by: Dr. Abu Hossain Siddique Md. Mustafa Iqball Professor ID-58, 4th batch Department of International Business Department of International Business University of Dhaka University of Dhaka Assignment on CompanyAct 1994 Critical analysis and summary
  • 2. 2 Acknowledgement First of all I want to thanks my Almighty. Then I would like to thank my course teacher for assign this type of opportunity in the field of Business law. These types of work enhance our capacity to understand business related knowledge. Our honorable course teacher Dr. Abu Hossain Siddique sir shows direction to understand the company act. Without him we can’t do this properly. He helps how to sum up the company act 1994 and give a meaning full concept about company act. To make this report, I get help different website. Especially BANGLAPEDIA and other related websites. I think this work improving the knowledge about company law and help to do business properly in the future. We can apply this knowledge in our corporate life. At the same time I would appreciate our assign work for the future business decision making.
  • 3. 3 Table of contents A. Introduction 1. Background……………………………………………………………………..............4 2. Executive Summary ………………………………………………................................5 B. Description 3. PART-I PRELIMINARY……………………………………………………………..6 4. PART-II CONSTITUTION AND INCORPORATION………………………….. (6-11) 5. PART-III SHARE CAPITAL REGISTRATION OF UNLIMITED COMPANYAS LIMITED AND UNLIMITED LIABILITY OF DIRECTO…………………... (11-14) 6. PART IV MANAGEMENT AND ADMINISTRATION………………………..………... (14-15) 7. PART-V WINDING UP ………………………………………………………………………...15 8 PART-VI REGISTRATION OFFICEAND FEES…………………………………………….…15 9. PART VII APPLICATION OF ACT TO COMPANIES FORMED AND REGISTERED UNDER FORMER COMPANIES ACT……………………………………….............16 10. PART VIII COMPANIES AUTHORIZED TO BE REGISTERED……………………………..16 11. PART-IX WINDING UP PF UNREGISTERED COMBINES………………………………...16 12. PART-X FOREIGN COMBINES REGISTRATION ETC…………………………………....16 13. PART XI SUPPLEMENTAL LEGAL PROCEEDINGS AND OFFENCE….……………………………………...16 C. Conclusion…………………………………………………………………………...17
  • 4. 4 Background The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies and keeps track of all ownership related issues as prescribed by the laws in Bangladesh. The Registrar is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh. Companies Act 1994 (Act XVIII of 1994) governs COMPANY LAW in Bangladesh. It received the assent of the President of the People's Republic of Bangladesh on 11 September 1994 and was published in the Bangladesh Gazette on 12 September 1994. Before its enactment in 1994, company law was governed by the Companies Act 1913 which was amended in 1915, 1920, 1926, 1930, 1932, 1936, 1938, 1949 and 1969, 1973 and 1984. The early history of company law of India was laid in the British Companies Act 1844 on the basis of which the Joint Stock Companies Act 1850, the first company law for the sub-continent, was formulated. This act was based on 'unlimited liability'. Through a major amendment in the Joint Stock Companies Act 1850 in 1857, the provision of unlimited liability was replaced by 'limited liability' and the act was renamed as The Companies Act 1857. With the expansion of trade and commerce in the sub-continent, the Companies Act 1857 was amended in 1860, 1866, 1882, 1887, 1891, 1895, 1900 and 1908. The Indian Companies Act 1913 was actually the amended and reformed version of The English Companies Act 1908.
  • 5. 5 Executive Summary The Companies Act 1994 has 11 parts. Part-I contains the preliminary aspects of the act including the short title of the act, commencement and extent, definitions of various terms. Part- II is concerned with formulation and incorporation of companies, including bank companies, and memorandum of association for various types of companies, articles of association, general provision for registration of memorandum and articles of association, associations not for profit, and companies limited by guarantee. Part-III mainly narrates the rules for share capital, registration of unlimited company as limited, and the limited liability of directors. This part states the rules and procedures for distribution of share capital of companies and the provisions for reduction of share capital. Part-IV states the framework for regulating the management and administration of companies, the requirements for having a registered office of a company with a distinct name at a specific place, the provisions for penalties for non-disclosure of name, and the way to show the authorized, subscribed and paid up capital of companies. It contains the procedures and rules for holding meetings of companies, provisions and procedures for appointment of company directors, their responsibilities, rights and obligations, powers, tenure, loans to and from a company, and their relationship with the managers, and managing agents of a company. This part includes the rules and conditions for appointment of managing agent, power of companies to use their seal abroad, the powers of a company to pay interests, the provisions for information and procedure as to mortgage and other unregistered charges. It also provides requirements and rules to keep proper accounts, preparation and submission of balance sheets, as well as provisions for penalty for not keeping proper books of accounts. Part-V of the act provides details of the mode and methods of winding up, liabilities of contributories and their successors, procedures and options of winding up, appointment of official liquidator and their powers and duties, settlement of debts of companies and transfer and distribution of assets and liabilities. Part-VI deals in matters relating to the registered office/s of companies; appointment of registrar/s by the government; their powers and responsibilities, payment of registration fees and submission of returns and documents to registrar by the companies. Part-VII interprets the rules of application of the act to companies formed and registered under former Companies Acts. Part-VIII identifies and defines the companies capable of being registered, the various aspects required for registration and the power to substitute memorandum and articles for deed of settlement, etc. The main concern of Part-IX of the act is the procedure for winding up of unregistered companies. This part explains the meaning of unregistered companies; procedure for their winding up; suits stayed on winding up order; directions as to property in certain cases; and the status of provisions of this part cumulative. The contents of Part-X include the requirements for establishing foreign companies in Bangladesh, rules for regulating them, preparation, maintenance, audit and submission of their accounts to the host country regulators; notice for closure of foreign companies in Bangladesh; and restrictions on sales and offer for sale of shares. Finally, Part-XI is supplemental and relates legal proceedings, offences, etc. The subject matters elaborated in it are cognizance of offences, application of fines, power to require limited company to give security for costs, and penalty for wrongful withholding of property.
  • 6. 6 PART-I PRELIMINARY Short little and commencement: In this section of company law describes the date of company law and how company law created. Company law 1994 created by notification in the official gazette.  Definitions: In the definitions section of company law describes different type of definitions. They are about articles, banking company, company, court, debenture, director, existing, financial year, insurance company, manager, managing agent, managing director, memorandum, officer, prescribed, private company, public company, secretary, register, schedule and share.  Jurisdiction of the court: In the jurisdiction of the court, describes that in this company act court will be High Court Division. PART-II CONSTITUTION AND INCORPORATION Prohibition of partnership exceeding certain number: Nor company, association or partnership consisting of more than ten persons shall be formed or the purpose of carrying on the business of banking unless it is registered as a company under this Act or is formed by or under any other Act of Parliament. Besides under this act if any company constitute containing member20 does not operate any business except bank. This act does not apply for the joint family Besides Any person who is a member of a company, association or partnership formed in contravention of this section shall be punishable with fine not exceeding five thousand taka. Mode of forming Incorporated Company: In the case of public limited company seven members and private limited company only 2 members can constitute company. But in that case their name is to be listed on memorandum with subscribing. The following company can be incorporated:  A company limited by share  A company limited by guarantee  An unlimited company
  • 7. 7 Memorandum of company limited by share: The name of the company, with “limited” as the last word in its name, the address of the registered office, the objects of the company, and, except in the case of trading companies, the territories to which they extend, that the liability of the members is limited. Memorandum of company limited by guarantee The memorandum shall state-- the name of the company, with "limited" as the last word in its name. (ii) the address of the registered office; (iii) the objects of the company, and, except in the case of trading companies, the territories to which they extend; (iv) that the liability of the member(b) if the company has a share capital-- (i) the memorandum shall also state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (ii) each subscriber of the memorandum shall take at least one share; (iii) each subscriber shall write opposite to his name the number of shares he takes. Memorandum of unlimited company In the case of an unlimited company the memorandum shall state- the name of the company; the address of the registered office of the company; the objects of the company and, except in the case of trading companies, the territories to which they extend. (b)If the company has a share capital- each subscriber of the memorandum shall take at least one share; each subscriber shall write opposite to his name the number of shares he takes. Printing and signature of memorandum The memorandum of every company shall be printed or be divided into paragraphs numbered consecutively and be signed by each subscriber, who shall add his address and description in the presence of at least two witnesses who shall attest the signature. Restriction on alteration of Memorandum A company shall not alter the conditions on continued in its memorandum except provisions is made in the act. Only those provisions which by any other specific provision contained in this act are required to be stated in the memorandum of the company concerned shall be deemed to be the conditions contained in its memorandum. Other provisions contained in the memorandum, including those relating to the appointment of director, managing agent or manager may be altered in the same manner as the articles of the company, but if there is any express provision in this Act permitting the alteration of such provisions in any other manner.
  • 8. 8 Name of company and change of name A company shall not be registered by a name identical with that by which a company in existence is already registered, or so nearly resembling the name that there is likelihood of using the name to deceive, except where the company in existence is in the course of being dissolved and signifies its written consent in such manner as the Registrar requires. Besides no company shall be registered by a name containing in any form the name or any abbreviation of the name of the United Nations or of any subsidiary body set up by the United Nations or of the World Health Organization unless the company has obtained the previous authorization in writing of the Secretary General in the case of the United Nations or the subsidiary body as aforesaid or of the Director General of the World Health Organization in the case of that Organization. Alternation of memorandum Subject to the provisions of this Act, a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it-- to carry on its business more economically or more efficiently; or to attain its main purpose by new or improved means; or to enlarge or change the local area of its operations; or to carry on some business which, under the existing circumstances may conveniently or advantageously be combined with the business of the company; or to restrict or abandon any of the objects specified in the memorandum; or to sell or dispose of the whole or any part of the undertaking of the company; or to amalgamate with any other company. Power of Court when confirming alteration The Court may make an order confirming the alteration either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper. Exercises of discretion by Court The Court shall, in exercising its discretion under sections 12 and 13, have regard to the class of them, as well as to the rights and interests of the creditors, and may if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interests of dissenting members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement; Provided that no part of the share capital of the company may be expended in any such purchase. Procedure on confirmation of the alternation A certified copy of the order confirming the alternation, together with a printed copy of the memorandum as altered, shall be filed by the company with the Registrar within ninety days
  • 9. 9 from the date of the order or within such time as may be extended by the court, and the Registrar shall register the same and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Act, with respect to the alteration and the confirmation thereof, have been complied with, and hence forth the memorandum so altered shall be the memorandum of the company. Effect of failure to register within extended time No such alteration shall have any operation until registration thereof has been duly effected in accordance with the provisions of section 15, and if such registration is not effected within the period specified in that section such alteration and the order of the Court confirming the alteration, and all proceedings connected there with shall, at the expiration of the period specified under that section become absolutely null and void. Provided that the Court may, on sufficient cause shown, revive the order on application made within a further period of thirty days after the said period. Registration of Articles A company limited by guarantee and an unlimited company shall, and a company limited by shares may have an article of association herein provision shall be made for regulating the affairs of the company; and the article shall be signed by the subscribers of the memorandum and be registered together with the memorandum Application of Schedule I In the case of a company limited by shares and registered after the commencement of this Act, if articles not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations in Schedule I, those regulations shall, so far as applicable be the regulations of the company in the same manner and to the same extent as if they were contained in the duly registered articles. Form and signature of articles Articles shall be printed or be divided into paragraphs numbered consecutively or be signed by each subscriber of the memorandum, who shall add his address and description in the presence of at least two witness who shall attest the signature. Alteration of articles by special resolution Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter, exclude from or add to its articles: and any alteration, exclusion or addition so made shall be as valid as if originally contained in the articles and be subject in like manner to alteration, exclusion or addition by special resolution.
  • 10. 10 Effect of alteration in memorandum or articles Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the due on which he becomes, member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability is at that date to contribute to the share capital of, or otherwise to pay money to the company. Effect of memorandum and articles The memorandum and articles shall when registered bind the company and the members hereof to the same extent as if they respectively had been signed by each member and contained a convenient on the part of each member his heirs and legal representatives to observe all the provisions of the memorandum and of the articles subject to the provisions of this Act. All money payable by any member to the company under the memorandum or articles shall be a debt one from him to the company. Registration of memorandum and articles The memorandum and articles if any shall be field with the Registrar who if satisfied that the requirements of this Act have been complied with shall retain and register them within thirty days from the date of their receipt and in the event of refusal he shall communicate the grounds within ten days after that period to the company. Effect of registration On the registration of the memorandum of a company the Registrar shall certify under his hand that the company is incorporated and in the case of a limited company that the company is limited. Conclusiveness of certificate of incorporation A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with and that the association is a company authorized to the registered and duly registered under this Act. Copies of memorandum and articles to be given to members Every member of a company may request for a copy of the memorandum, and also for a copy of the articles, if any, and if such request is made in writing along with a fee of taka fifty or such less fee as may fixed by the company, the company shall, within fourteen days from the date of such request, send the copy to that member. If a company makes default in complying with the requirements of this section, it shall be liable for each offence to a fine not exceeding two
  • 11. 11 hundred taka and every officer of the company who is knowingly and willfully in default shall be liable to like penalty. Alteration of memorandum of articles to be noted in every copy Where an alteration is made in the memorandum or articles of a company, every copy of the memorandum or articles issued after the date of the date of the alteration shall be in accordance with the alteration. Power to dispense with Limited in name of charitable and other companies Where it is proved to the satisfaction of the Government that an association capable of being formed as a limited company has been or in about to be formed for promoting commerce, art, science, religion, charity, or any other useful object, and applies or intends to apply its profits, if any or other income in promoting its objects and to prohibit the payment of any dividend to its member the Government may, by license with approval of one of its Secretaries, direct that the association be registered as a company with limited liability, without the addition of the word "Limited" to its name, and the association may be registered accordingly. Provided that before a license is sop cancelled the Government shall give to the association a notice in writing of its intention and the grounds their and shall afford the association an opportunity of submitting a representation in opposition to the cancellation. Provision as to companies limited by guarantee In the case of company limited by guarantee and not having a share capital and registered after the commencement of this Act every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void. PART-III SHARE CAPITAL REGISTRATION OF UNLIMITED COMPANYAS LIMITED AND UNLIMITED LIABILITY OF DIRECTORS Nature of shares The shares or other interests of any member a company shall be deemed to be movable property and shall be transferable in manner provided by the articles of the company. Each share in a company having a share capital shall be distinguished by the appropriate number.
  • 12. 12 Certificate of Shares or Stock A certificate under the common seal of the company specifying any shares or stock held by any member shall be prima facie evidence of the title of the member to the shares or stock therein specified. Definition of Member Every subscriber of the memorandum of company shall be deemed to have agreed to become a member of the company and on its registration shall be entered as a member in its register of members. Every other person who agrees to become a member of a company, and whose name is entered in its register of members shall be a member of the company. Membership of holding company Except in the cases mentioned in this section a body corporate cannot be a member of a company which is its holding company and any allotment or transfer or shares in a company to its subsidiary shall be void. Nothing in this section shall apply; namely-- Where the subsidiary is the legal representative of a deceased member of the holding company; or Where the subsidiary is concerned as trustee unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of business which includes the lending of money. This section shall not prevent a subsidiary from continuing to be a member of its holding company if it was a member thereof either at the commencement of this Act or before becoming a subsidiary of the holding company; but except in the cases referred to in sub-section (2), the subsidiary shall have no right to vote at meetings of the holding company or of any class of members thereof. Register of member Every company shall keep in one on or more books of register of its members, and enter therein the following particulars:--the name and addresses, and the occupations, if any of the members; in the case of a company having a share capital, a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member; the date at which each person was entered in the register as a member; the date at which any person ceased to be a member. If a company makes default in complying with the requirements of this section. It shall be liable to as fine not exceeding one hundred taka for everyday during which the default continues and every officer of the company who knowingly and willfully authorize or permits the default shall also be liable to a like penalty.
  • 13. 13 Index of members of company Every company having more than fifty member shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall within fourteen days after the date on which any alteration is made in the register members make any necessary alteration in the index. Annual list of members and summary Every company having a share capital shall within eighteen months from its incorporation and thereafter once at least in every year make a list of all persons who on the day of the first or only ordinary general meeting in the year are members of the company, and of all persons who have ceased to be members since the date of the last return or in the case of the first return of the incorporation of the company. The following shall be stated in the list namely:-- (a) the names, addresses, nationality and occupation of all past and [present members; (b) the number of shares held by each of the existing members at the date of return specifying the shares transferred since the date of last return or, in the case of first return, since the date of incorporation, by persons who are still members and by persons who have ceased to be members respectively and also the dates of registration of such transfer; and (c) a summary distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash and specifying the following; the amount of the share capital of the company, and the number of the shares into which it is divided; the number of shares taken from the commencement of the company up to the date of the return the amount called up on each share; the total amount of calls received; the total amount of calls unpaid; the total amount of the sums. Trust not to be entered on register No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the Registrar. Transfer of shares An application for the registration of the transfer of shares in a company may be made either by the transferer or the transfere, provided where such application is made by the transferer no registration shall in case of party paid shares be effected unless the company gives motive of the application to the transferee and subject to the provisions of sub-section the company shall, unless objection is made by the transferee two weeks from the date of receipt of the notice, enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee.
  • 14. 14 Certification of transfer The certification by a company of any instrument of transfer of shares in, or debentures of, the company, shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prime facie title to the shares or debentures in the transfer named in the instrument of transfer, but not as a representation that transferor has complete title to the shares or debentures. Transfer by legal representative A transfer of the share or other interest of a decease member of a company made by his legal representative shall, although the legal representative is not himself a member, be as valid, as if he had been a member at the time of the execution of the instrument of transfer. Besides in this part discuss about the following topic- Inspection of register of members, Power to close register, Power of Court to rectify register, Notice to Registrars for rectification of register, Register to be evidence, Issue of share warrants to bearer , Effect of share warrant, Registration of name of bearer of share warrant, Position of bearer of Share-warrant, Entries in register when share-warrant issued, Surrender of Share warrant, Power of company to arrange for different amounts being paid on shares, Power of company limited by shares to alter its share capital, Notice to Registrar for consolidation of share a capital, conversion of shares into stock etc, Effect of conversion of shares into stock, Notice of increase of share capital or of members, Application of premiums received on issue of shares, Restriction on purchase by company or loans by Company for purchase of its own shares, Reduction of share capital, Application to Court for confirming order, Addition to name of company of "and reduced", Objections by creditors and settlement of list of objecting creditors, Power to dispense with consent of creditor on security being given for his debt, Order confirming reduction, Registration of order minutes of reduction, Minutes to form part of memorandum, Liability of members in respect of reduced shares, Penalty on concealment of name of creditor and Reserve Capital of Limited company PART IV MANAGEMENT AND ADMINISTRATION In this part of the company law discuss about how company will be managed and administrated. In this part discuss about the following section, Registered office of company, Publication of name by a limited company - Every limited company, Penalties for non-publication of name, Publication of authorized as well as subscribed and paid-up capital, Annual general meeting, Penalty for default in complying with section 81, Statutory meeting and statutory report of
  • 15. 15 company, Calling of extraordinary general meeting on requisitions, Provision as to meeting and votes, Representation of companies at meetings of other companies of which they are members, Extraordinary and special resolution, Registration and copies of special and extraordinary resolution, Minutes of proceedings of general meeting and of its directors Directors, Directors obligatory, Appointment of directors, Restrictions on appointment or advertisement of director, Consent of candidate for directorship, Disqualifications of directors, Notice of meetings, Meeting of Board, Qualification of Director, Validity of act of director, Ineligibility of bankrupt to act as director, Prohibition on assignment of office by director, Appointment and terms and office of alternate directors, Avoidance of provisions relieving liability of directors, Loan of Director, Director not to hold office of profit, Sanction of Directors necessary for certain contracts, Removal of directors, Restrictions on power of directors, Vacation of office of director, Restriction on Managing Director, Managing director not to be appointed for more than five years at a time. Compensation for Loss of Office, Compensation for loss of office not permissible to managing or whole time directors or directors who are managers, Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or property, Payment to director for loss of office etc. in connection with transfer of shares, Provisions supplementary to section 111, 112 and 113 and Register of directors, managers and managing agent. PART V WINDING UP This part of company law describes how company will be winding up and their procedure. The company will be winding up by the Court or voluntary or subject to the supervision of the Court. Besides in this part describes the amount of liability of members, directors and in case of death of member. And also discuss how company officially liquidate, voluntary winding up. PART-VI REGISTRATION OFFICE AND FEES Under this provision, company shall have central office and original office at such places as the Government think, fit and company shall be registered except at an office within the territorial jurisdiction in which by the memorandum, the registered office of the company is declared to be e established. There shall be paid to the Registrar in respect of the several matters mentioned in Schedule II the several fees therein specified, or such smaller fees as the Government may direct impose.
  • 16. 16 PART VII APPLICATION OF ACT TO COMPANIES FORMED AND REGISTERED UNDER FORMER COMPANIES ACT In the part vii describes the following section, application of Act to Combines formed under former Companies act, application Act of companies registered but not formed under former Combines Act and mode of transferring PART VIII COMPANIES AUTHORIZED TO BE REGISTERED In this section of company act discuss about authorized companies. Besides also discuss about definition of joint stock company, Requirements for registration of joint stock companies, Authentication of statement of existing Companies, Registrar may require evidence as to nature of company and suits stayed on winding up order. PART-IX WINDING UP PF UNREGISTERED COMBINES Under this provision describe the meaning of "unregistered company", Contributors in winding up of unregistered Companies, Power to stay or restrain proceedings, Restrictions on commencing etc. of suit after winding up order and Courts directions as to property in certain cases. PART-X FOREIGN COMBINES REGISTRATION ETC Under this provision, describe about the foreign company registration, procedure and accounts , Service on foreign company, Notice of ceasing place of business of a company, Restriction on sale and offer for sale of shares and Notice of appointment of receiver etc. PART XI SUPPLEMENTAL LEGAL PROCEEDINGS AND OFFENCE This part of company law describes about the following section such as Cognizance of offence, Application of fines, Power to require limited company to give security for costs, Power of Court to grant relief in certain cases, Penalty for false statement, Penalty for wrongful with holding of property, Penalty for misapplication of securities by employers, Penalty for improper use of the word "Limited", Construction of "Registrar of Joint Stock Companies" in Act XXI of 1860, Repeal and savings, Section 6 of the General Clauses Act, 1897 to apply and Publication of Authentic English Text.
  • 17. 17 Conclusion Companies’ act 1994 is the guideline of business in Bangladesh. Without this law no one can constitute company business in Bangladesh. So we can say that everyone must be know the company law before going to involve any business. In this regard, we are the business students so we have to know the company law. This assignment helps me to know about the company law and related topics. Besides it helps others to get overview about company law.