The Companies Act, 1994 is the primary legislation governing the incorporation, regulation, and winding up of companies in Bangladesh. It applies to all companies registered under its provisions — including public limited companies, private limited companies, companies limited by guarantee, and unlimited companies — as well as to foreign companies operating in Bangladesh. The Act establishes the Registrar of Joint Stock Companies and Firms as the regulatory authority. Its key mechanisms include the procedure for company registration, the issuance of shares and debentures, the conduct of board and general meetings, the appointment and duties of directors and auditors, the maintenance of statutory registers and books of account, and the filing of annual returns. The Act also provides for the amalgamation, reconstruction, and winding up of companies through either voluntary liquidation or compulsory winding up by the court. Notable provisions include the requirement for a prospectus when offering shares to the public, rules governing the declaration and payment of dividends, provisions against insider trading, and the statutory duties of directors including the duty of care and the duty to avoid conflicts of interest. The Act remains in full force and is administered by the Registrar of Joint Stock Companies and Firms (RJSC).
Full text · showing key sections
§ 1Short title and commencement
(1)This Act may be called the Companies Act, 1994.
(2)It shall come into force on such date as the Government may, by notification in the official Gazette, appoint.
§ 2Definitions
(1)In this Act, unless there is anything repugnant in the subject or context— (a) "financial year" means the period in respect of which any profit and loss account is made up; (b) "company" means a company formed and registered under this Act; (c) "director" includes any person occupying the position of director; (d) "Registrar" means the Registrar of Joint Stock Companies and Firms.
§ 3Court having jurisdiction
(1)For the purposes of this Act, the High Court Division shall be the court having jurisdiction.
§ 4Prohibition of partnership etc. consisting of more than prescribed number of persons
(1)No partnership consisting of more than the prescribed number of persons shall be formed for the purpose of carrying on any business unless it is registered as a company under this Act.
§ 5Mode of forming incorporated company
Seven or more persons may form a public company, and two or more persons may form a private company, by subscribing their names to a memorandum of association.
§ 6Memorandum of company limited by shares
In the case of a company limited by shares— (a) the memorandum shall state the following matters; (b) the articles of association shall prescribe the regulations for the company.
§ 7Memorandum of company limited by guarantee
In the case of a company limited by guarantee— (a) the memorandum shall state the following matters; (b) each member undertakes to contribute to the assets of the company in the event of winding up.
§ 8Memorandum of unlimited company
In the case of an unlimited company— (a) the memorandum shall state the following matters; (b) the liability of the members is unlimited.
§ 9Printing, signing, etc., of memorandum
Every company shall have its memorandum printed and signed by the subscribers.
§ 10Restrictions on alteration of memorandum
(1)No company shall alter the provisions of its memorandum except in the cases and in the mode expressly provided for in this Act.
§ 11Name of company and change of name
(1)No company shall be registered by a name which is identical with that of an existing company.
§ 11AIndication of limited company
A limited company shall include the word "Limited" or "Ltd." as part of its name.
§ 12Alteration of memorandum
(1)Subject to the provisions of this Act, a company may, by special resolution, alter its memorandum.
§ 13Power of court to grant approval for alteration
The court may approve the proposed alteration subject to such terms and conditions as it thinks fit.
§ 14Exercise of discretion of court
In exercising its discretion under sections 12 and 13, the court shall have regard to the rights and interests of the members of the company.
§ 15Procedure after approval of alteration
The company shall file a printed copy of the altered memorandum with the Registrar.
§ 16Effect of failure to register within extended time
Until the alteration of the memorandum is registered in accordance with section 15, the alteration shall not take effect.
§ 17Registration of articles
(1)A company limited by guarantee and an unlimited company shall register articles of association.
§ 18Application of Schedule 1
In the case of a company limited by shares registered after the commencement of this Act, the regulations contained in Schedule 1 shall apply.
§ 19Form and signature of articles
The articles shall— (a) be printed; (b) be divided into paragraphs numbered consecutively; (c) be signed by each subscriber to the memorandum.
§ 20Alteration of articles by special resolution
Subject to the provisions of this Act and the memorandum, a company may, by special resolution, alter its articles.
§ 21Effect of alteration of memorandum or articles
Any alteration made in the memorandum or articles shall be valid and binding on the company and its members.
§ 22Effect of memorandum and articles
(1)The memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they had been signed by each member.
§ 23Registration of memorandum and articles
(1)The memorandum and the articles, if any, shall be filed with the Registrar.
§ 24Effect of registration
(1)Upon the registration of the memorandum, the Registrar shall certify under his hand that the company is incorporated.
§ 25Conclusiveness of certificate of incorporation
(1)A certificate of incorporation given by the Registrar shall be conclusive evidence that all requirements have been complied with.
§ 26Supply of copies of memorandum and articles to members
(1)Every member shall be entitled to a copy of the memorandum and the articles.
§ 27Recording of alteration in memorandum or articles
(1)Every alteration made in the memorandum or articles shall be noted in every copy of the document.
§ 28Removal of word "Limited" from name of charitable and other companies
(1)Where it is proved to the satisfaction of the Government that a company is formed for promoting commerce, art, science, religion, charity or any other useful object, it may be licensed.
§ 29Provisions relating to companies limited by guarantee
(1)In the case of a company limited by guarantee and having no share capital, the provisions of this section shall apply.
§ 30Nature of shares
(1)The shares or other interest of any member in a company shall be movable property.
§ 31Share or stock certificate
Every share or stock certificate shall be issued under the seal of the company.
§ 32Definition of member
(1)Every person who subscribes to the memorandum shall be a member of the company.
§ 33Membership of holding company
(1)No body corporate shall be a member of a company which is its holding company.
§ 34Register of members
(1)Every company shall keep a register of its members in one or more books.
§ 35Index of members
(1)Every company having more than fifty members shall keep an index of the names of the members.
§ 36Annual list of members and summary
(1)Every company having a share capital shall, within eighteen months of incorporation and annually thereafter, prepare a list of members and a summary.
§ 37Notice of trust not to be entered
No notice of any trust shall be entered on the register of members.
§ 38Transfer of shares
(1)The transfer of shares of a company shall be registered by the company on production of a proper instrument of transfer.
§ 39Certification of transfer
(1)The certification of a transfer of shares or debentures by the company shall be deemed to be a representation by the company.
§ 40Transfer by legal representative
The shares or other interest of a deceased member may be transferred by his legal representative.
§ 41Inspection of register of members
(1)The register of members shall be kept at the registered office of the company and shall be open to inspection by any member.
§ 42Power to close register of members
A company may close the register of members for any period not exceeding in the aggregate forty-five days in each year.
§ 43Power of court to rectify register of members
(1)If— (a) the name of any person is without sufficient cause entered in or omitted from the register of members, the court may rectify the register.
§ 44Notice to Registrar for rectification of register of members
Where a company is required to file a list of members with the Registrar, the company shall give notice of any rectification.
§ 45Register of members to be evidence
The register of members shall be prima facie evidence of any matter directed by this Act to be inserted therein.
§ 46Issue of share warrants to bearer
(1)A company limited by shares may, if authorized by its articles, issue share warrants to bearer.
§ 47Effect of share warrant
The bearer of a share warrant shall be entitled to the shares or stock specified in the warrant.
§ 48Registration of bearer of share warrant
On surrender of a share warrant for cancellation, the bearer shall be entitled to have his name entered in the register of members.
§ 49Status of bearer of share warrant
Subject to the articles of the company, the bearer of a share warrant may be deemed to be a member.
The Companies Act, 1994 is the primary legislation governing the incorporation, regulation, and winding up of companies in Bangladesh. It applies to all companies registered under its provisions — including public limited companies, private limited companies, companies limited by guarantee, and unlimited companies — as well as to foreign companies operating in Bangladesh. The Act establishes the Registrar of Joint Stock Companies and Firms as the regulatory authority. Its key mechanisms include the procedure for company registration, the issuance of shares and debentures, the conduct of board and general meetings, the appointment and duties of directors and auditors, the maintenance of statutory registers and books of account, and the filing of annual returns. The Act also provides for the amalgamation, reconstruction, and winding up of companies through either voluntary liquidation or compulsory winding up by the court. Notable provisions include the requirement for a prospectus when offering shares to the public, rules governing the declaration and payment of dividends, provisions against insider trading, and the statutory duties of directors including the duty of care and the duty to avoid conflicts of interest. The Act remains in full force and is administered by the Registrar of Joint Stock Companies and Firms (RJSC).
