PART-II
CONSTITUTION AND INCORPORATION 

(1) Nor company, association or partnership consisting of more than ten persons shall be formed or a 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.

(2) No company association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any other business that has for its objects the acquisition of gain by the company, association or partnership, or by the individual members thereof unless it is registered as a company under this Act or is formed by or under any other Act of Parliament.

(3) This section shall not apply to joint family carrying on joint family business or trade.

Provided that for the purposes of this section, in computing the number of persons of a partnership, association or company comprising two or more joint families, minor members of such families shall be excluded.

(4) Every member of a company, association or partnership carrying on business in contravention of this section shall be personally liable for all liabilities incurred in such business.

(5) 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.

Memorandum of Association

5. Mode of forming incorporated company.

Any seven or more persons or, where the company to be formed will be a private company, any two or more persons associated for any lawful purpose may, be subscribing their names to a memorandum of association and otherwise with the requirements of  this Act  in respect or registration form an incorporated company, with or without limited liability, that is to say, either--

(a) a company limited by shares, that is to say, a company having the liability of its member limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them; or

(b) a company limited by guarantee, that is to say, a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the assets of the company on the event of its being wound up; or

(c) an unlimited company, that is to say, a company having no limit on the liability of its members.

6. Memorandum of company limited by sharees.

In the case of a company limited by shares.-

(a) the memorandum shall state.--

(i) 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 members is limited;

(v) the amount of share capital with which the company proposes to be registered, and the divisions thereof into shares of a fixed amount;

(c) each subscriber shall write opposite to his name the number of shares he takes.

7. Memorandum of company limited by guarantee.

In the case of a company limited by guarantee--

(a) the memorandum shall state--

(i) 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 members is limited;

(v) that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, ad of the charges and expenses of winding up, and for adjustment of the right of the contributories among themselves, such amount as may be required, not exceeding a specified amount;

(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.

In the case of an unlimited company

(a) the memorandum shall state-

(i) the name of the company;

(ii) the address of the registered office of the company;

(iii) the objects of the company and, except in the case of trading companies, the territories to which they extend.

(i) each subscriber of the memorandum shall take at least one share;

(ii) each subscriber shall write opposite to his name the number of shares he takes.

The memorandum of every company shall--

(a) be printed;

(b) be divided into paragraphs numbered consecutively; and

(c) 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.

10. Restriction on alteration of memorandum.

(1) A company shall not alter the conditions on continued in its memorandum except provisions is made in the Act.

(2) 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.

(3) 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, they may also be altered in such other manner.

(4) All reference to the articles of a company in this Act shall be construed as including references to the other provisions contained in its memorandum as referred to in sub-section (3).

11. Name of company and change of name.

(1) 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.

(2) If a company, through inadvertence or otherwise, is, without the consent referred to in sub-section (1), registered by a name identical with that by which a company in existence is previously is registered, or so nearly resembling the name that there is likelihood of using the name to deceive, the first mentioned company shall, on he direction of the Registrar, change its name within a period of one hundred and twenty days.

(3) If a company makes a default in complying with the direction made under sub-section (2), the company shall be punishable with fine of five hundred take for every day during which the default continues and every officer who is in default shall be punishable with fine of one hundred taka for every day during which the default continues.

(4) Except with the previous consent in writing of the Government, no company shall be registered by a name which is declared by the Government by notification in the official Gazette, as undesirable:

Provided that nothing in this sub-section shall apply to companies registered before the commencement of this Act.

(5) 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 Organisation unless the company has obtained the previous authorisation 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 Organisation in the case of that Organisation.

(6) Any company may, by special resolution and subject to the approval of the Registrar signified in writing, change it name.

(7) Were a company changes its name, the Registrar shall enter the new name on the register in place of the former name, and shall issued a certificate of incorporation in its new name to meet the circumstances of the case and on the issue of such a certificate, the change of name shall be complete.

(8) The change of name shall not change any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

(9) A company may, on payment of such fee as may be prescribed, apply to the Registrar for information whether any company is registered or proposed to be registered by a name specified in the application and the Registrar shall furnish the required information within a period of thirty days from the date of receipt of the application.

12. Alternation of memorandum.

(1) 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--

(a) to carry on its business more economically or more efficiently; or

(b) to attain its main purpose by new or improved means; or

(c) to enlarge or change the local area of its operations; or

(d) to carry on some business which, under the existing circumstances. may conveniently or advantageously be combined with the business of the company; or

(e) to restrict or abandon any of the objects specified in the memorandum; or

(f) to sell or dispose of the whole or any part of the undertaking of the company; or

(g) to amalgamate with any other company or body of persons.

(3) Before confirming the alteration, the Court must be satisfied--

(a) that sufficient notice has been given to every holder of debentures of the company, and to any person or class of person whose interest will, in the option of the Court, be affected by the alteration; and

(b) that, with respect to every creditor who in the opinion of the Court is entitled to object, and who signifies his objections in manner directed by the Court, either his consent to the alteration has been obtained or his debt or claim has been discharged or has been determined, or has been secured to the satisfaction of the Court;

13. 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.

14. 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.

15. 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 from the date of the order or within such time as may be extended by the court, and he 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.

16. 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.

Articles of Association,

17. Registration of articles.

(1) A company limited by guarantee and an unlimited company shall, and a company limited by shares may. have an articles 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.

(2) Articles of association may adopt all or any of the regulations contained in Schedule I, and shall in any event be deemed to contain regulations identical with or to the same effect as regulation 56, 66, 71, 78, 79, 80, 81, 82, 95, 97, 105, 108, 112, 113, 114, 115, and 116 contained in that Schedule :

Provided that regulations 78, 79, 82, 81, and 82 shall not be deemed to be included in the articles of any private company except a private company which is the subsidiary company of a public company :

Provided further that regulation, 108 shall be deemed to require that a statement of the reasons why of the whole amount of any item of expenditure which may in fairness be distributed over several years, only a portion thereof is charged against the income of the year, shall be shown in the profit and, loss account, unless the company in general meeting shall determine otherwise.

(3) In the case of an unlimited company or a company limited by guarantee, the articles, if the company has a share capital, shall state the amount of share capital with which the company proposes to be registered.

(4) In the case of an unlimited company or a company limited by guarantee, if the company has not a share capital, the articles shall state the number of members with which the company proposes to the registered; and on the basis of such number the Registrar shall determine the fees payable on registration.

18. 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.

19. Form and signature of articles.

Articles shall

(a) be printed;

(b) be divided into paragraphs numbered consecutively;

(c) 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.

20. 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.

21. Effect of alteration in memorandum or articles.

Notwithstanding any thing 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.

General Provisions

22. Effect of memorandum and articles.

(1) 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 leal representatives to observe all the provisions of the memorandum and of the articles subject to the provisions of this Act.

(2) All money payable by any member to the company under the memorandum or articles shall be a debt one from him to the company.

23. Registration of memorandum and articles.

(1) 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.

(2) An person on being aggrieved by a refusal of the Registrar under sub-section (1) may make an appeal to the Government within thirty days of the receipt of the refusal order.

(3) The petition of appeal shall be accompanied by a treasury challan showing of a fee of two hundred fifty taka to be credited under the head of account specified in this behalf.

(4) The decision of the Government in an appeal under this section shall be final.

24. Effect of registration.

(1) 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.

(2) From the date of incorporation mentioned in the certificate of incorporation the subscribers of the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and having perpetual succession and a common seal but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act.

25. Conclusiveness of certificate of incorporation.

(1) 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 authorised to the registered and duly registered under this Act.

(2) A declaration by an advocate entitled to appear before the High Court Division who is engaged in the formation of a company or by a person named in the articles as a director manager or secretary of the company of compliance with all or any of the said requirements shall be filed with the Registrar and the Registrar may accept such a declaration as sufficient evidence of compliance.

26. Copies of memorandam and articles to be given to members.

(1) 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 alongwith 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.

(2) 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 hundred taka and every officer of the company who is knowingly and willfully in default shall be liable to like penalty.

27. Alteration of memorandum of articles to be noted in every copy.

(1) 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.

(2) If, where any such alteration has been made the company at any time after the date of the alteration, issues any copies of the memorandum or article which are not in accordance with the alteration, it shall be liable to a fine not exceeding one hundred taka for each copy so issued, and every officer of the company who is knowingly and willfully in default shall also bearable to a like penalty.

Association not for profit

28. Power to dispense with Limited In name of charitable and other companies.

(1) 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 appllies or intends to apply its profits, if any or other income in promoting its objects and to prohibit the payment of any dividence to its membners the Government may, by licence 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.

(2) A licence by the Government under this section may be granted on such conditions and subject to such restrictions as the Government thinks fit and those conditions and restrictions shall be binding on the association and shallif the Government so directs be inserted in the memorandum and articles or in one of those documents.

(3) The association shall on registration enjoy all the privuleges of limited companies and be subject to all their obligations except those of using the word "Limited" as any part of its name and of publishing its name or of sending lists of members to the Registrar.

(4)  A licence under this section may at any time be cancelled by the Government and upon cancellation the Registrar shall enter the word "Limited" at the end of the name of the association upon the register and the association shall cease to enjoy the exemptions and privileges granted by this section:

Provided that before a licence is sop cancelled the Government shall give to the association a notice in writing of its intention and the grounds their of and shall afford the association an opportunity of submitting a representation in opposition to the cancellation.

Companies Limited by Guarantee

29. Provision as to companies limited by guarantee.

(1) 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.

(2)  For the purpose of this section and the other provisions of this Act. relating to the memorandum of a company limited by guarantee every provision in the memorandum or articles, or in any resolution, of any  company limited by guarantee and registered after the commencement of this Act. purporting to divide the undertaking of thecompany into shares or interests shall be treated as a provision for as share capital notwithstanding that the nominal amount or number of the shares or interests is not specified thereby.