Company Act, 1994

PART-I PRELIMINARY

  1. 1. Short title and commencement
  2. 2. Definitions
  3. 3. Jurisdiction of the Court.

PART-II Constitution and incorporation

  1. 4. Prohibition of partnership exceeding certain number:
  2. 5. Mode of forming incorporated company.
  3. 6. Memorandum of company limited by sharees.
  4. 7. Memorandum of company limited by guarantee.
  5. 8. Memorandum of unlimited company.
  6. 9. Printing and signature of memorandum.
  7. 10. Restriction on alteration of memorandum.
  8. 11. Name of company and change of name.
  9. 12. Alternation of memorandum.
  10. 13. Power of Court when confirming alteration.
  11. 14. Exercises of discretion by Court.
  12. 15. Procedure on confirmation of the alternation.
  13. 16. Effect of failure to register within extended time.—
  14. 17. Registration of articles.
  15. 18. Application of Schedule I.
  16. 19. Form and signature of articles.
  17. 20. Alteration of articles by special resolution.
  18. 21. Effect of alteration in memorandum or articles.
  19. 22. Effect of memorandum and articles.
  20. 23. Registration of memorandum and articles.
  21. 24. Effect of registration.
  22. 25. Conclusiveness of certificate of incorporation.
  23. 26. Copies of memorandam and articles to be given to members.
  24. 27. Alteration of memorandum of articles to be noted in every copy.
  25. 28. Power to dispense with Limited In name of charitable and other companies.
  26. 29. Provision as to companies limited by guarantee.

Part- III Share Capital , Registration of Unlimited Company as Limited and Unlimited Liability of Directors

  1. 31. Certificate of shares or stock.
  2. 32. Definition of Member.
  3. 33. Membership of holding company
  4. 34. Register of member
  5. 35. Index of members of company
  6. 36. Annual list of members and summary
  7. 37. Trust not to be entered on register
  8. 38. Transfer of shares
  9. 39. Certification of transfer.
  10. 40. Transfer by legal representative.
  11. 41. Inspection of register of members.
  12. 42. Power to close register.
  13. 43. Power of Court to rectify register
  14. 44. Notice to Registerar for rectification of register.
  15. 45. Register to be evidence.
  16. 46. Issue of share warrants to bearer
  17. 47. Effect of sharewarrant.
  18. 48. Registration of name of bearer of share warrant.
  19. 49. Position of bearer of Share-warrant.
  20. 50. Entries in register when share-warrant issued.
  21. 51. Surrender of Share warrant.
  22. 52. Power of company to arrange for different amounts being paid on shares
  23. 53. Power of company limited by shares to alter its share capital.
  24. 54. Notice to Registrar for consolidation of share a capital, conversion of shares into stock etc.
  25. 55. Effect of conversion of shares into stock.
  26. 56. Notice of increase of share capital or of members.
  27. 57. Application of premiums received on issue of shares.
  28. 58. Restriction on purchase by company or loans by Company for purchase of its own shares
  29. 59. Reduction of share capital.
  30. 60. Application to Court for confirming order
  31. 61. Addition to name of company of “and reduced”
  32. 62. Objections by creditors and settlement of list of objecting
    creditors:
  33. 63. Power to dispense with consent of creditor on security being given for his debt
  34. 64. Order confirming reduction
  35. 65. Registration of order minutes of reduction
  36. 66. Minutes to form part of memorandum
  37. 67. Liability of members in respect of reduced shares
  38. 68. Penalty on concealment of name of creditor:
  39. 69. Publication of reasons for reduction:
  40. 70. Increase and reduction of share capital of a company limited by guarantee:
  41. 71. Rights of holders of special classes of shares:
  42. 72. Registration of unlimited company as limited:
  43. 73. Power of unlimited company to provide for reserve share capital on registration
  44. 74. Reserve Capital of Limited company:
  45. 75. Limited company may have directors with unlimited liability
  46. 76. Special resolution of limited company making liability of directors unlimited.

Part- IV Management and Administration

  1. 77. Registered office of company –
  2. 78. Publication of name by a limited company –
  3. 79. Penalties for non-publication of name –
  4. 80. Publication of authorised as well as subscribed and paid-up capital—
  5. 81. Annual general meeting-
  6. 82. Penalty for default in complying with section 81—
  7. 83. Statutory meeting and statutory report of company—
  8. 84. Calling of extraordinary general meeting on requisitions—
  9. 85. Provision as to meeting and votes—
  10. 86. Representation of companies at meetings of other companies of which they are members—
  11. 87. Extraordinary and special resolution—
  12. 88. Registration and copies of special and extraordinary resolution:–
  13. 89. Minutes of proceedings of general meeting and of its directors—
  14. 90. Directors obligatory –
  15. 91. Appointment of directors: –
  16. 92. Restrictions on appointment or advertisement of director –
  17. 93. Consent of candidate for directorship –
  18. 94. Disqualifications of directors –
  19. 95. Notice of meetings:–
  20. 96. Meeting of Board:–
  21. 97. Qualification  of Director:–
  22. 98. Validity of act of director:–
  23. 99. Ineligibility of brankrupt to act as director:–
  24. 100. Probitition on assignment of office by director:–
  25. 101. Appointment and terms and office of alternate directors—
  26. 102. Avoidance of provisions relieving liability of directors:–
  27. 103. Loan of Director—
  28. 104. Director not to hold office of profit—
  29. 105. Sanction of Directors necessary for certain contracts—
  30. 106. Removal of directors—
  31. 107. Restrictions on power of directors—
  32. 108. Vacation of office of director—
  33. 109. Restriction on Managing Director—
  34. 110. Managing director not to be appointed for more than five years at a time.—
  35. 111. Compensation for loss of office not permissible to managing or whole time directors or directors who are managers.—
  36. 112. Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or property.—
  37. 113. Payment to director for loss of office etc. in connection with transfer of shares.—
  38. 114. Provisions supplementary to section 111, 112 and 113.—
  39. 115. Register of directors, managers and managing agents—
  40. 116. Duration of appointment of managing agent.—
  41. 117. Conditions  applicable to managing agents.—
  42. 118. Investigation of  managing agents, etc.—
  43. 119. Remuneration of managing agent.—
  44. 120. Loans to managing agents.—
  45. 121. Loans to or by companies under the same management.—
  46. 122. Purchase by company of shares of company under same managing agent.—
  47. 123. Restriction on managing agent’s powers of management.—
  48. 124. Managing agent not to engage in business competing with the business of managed company. –
  49. 125. Limit on number of director appointed by managing agent.—
  50. 126. Validity of written and unwritten contracts.—
  51. 127. Bills of exchange and promissory note.—
  52. 128. Execution of deeds.—
  53. 129.  Power of company to have official seal for use abroad.—
  54. 130. Disclosure of interest by director in respect of contract etc.—
  55. 131. Prohibition of voting by interested director.—
  56. 132. Disclosure to members in case or contract appointing a manager.—
  57. 133. Contracts by agents of company in which company is undisclosed principal.—
  58. 134. Dating of prospectus.—
  59. 135. Matters to be stated and reports to be set out in prospectus.—
  60. 136. Expert to be unconnected with formation or management or company.—
  61. 137. Expert’s consent to issue of prospectus containing statement by him.—
  62. 138. Registration of prospectus.—
  63. 139. Penalty for contravention of section 136 and 137.—
  64. 140. Allotment of shares and debentures to be dealt in on stock exchange—
  65. 141. Obligations of companies where o prospectus issued.—
  66. 142. Document containing offer of shares or debentures for sale to be deemed a prospectus—
  67. 143. Interpretation of provisions relation to prospectus.—
  68. 144. Restriction on alteration of terms of prospectus or statement in lieu  of prospectus.—
  69. 145. Civil liability for misstatement in prospectus.—
  70. 146. Penalty for unture statement in prospectus.—
  71. 147.  Penalty for fraudulently inducing persons to invest money:
  72. 148. Restriction as to allotment.—
  73. 149. Effect of irregular allotment. –
  74. 150. Restrictions or commencement of Business.—

Part- IVA Management and Administration Office and Name

  1. 151. Return as to allotment.-
  2. 152. Restrictions on payment of commissions, discounts, etc.-
  3. 153. Power to issues share at a discount. –
  4. 154. Issue of redeemable preference shares. –
  5. 155. Further issue of capital. –
  6. 156. Statement in balance sheet as to commissions and discounts. –
  7. 157. Power of company to pay interest out of capital in certain cases. –
  8. 158. Limitation of time for issue of certificates. –
  9. 159. Certain mortgages and charges to be void if not registered –
  10. 161. Particulars in case of series of debentures entitling holders pari passu. –
  11. 162. Particulars in case of commission, etc. on debentures –
  12. 163. Registers of mortgages and charges.—
  13. 164. Index to register of mortgages and charges.—
  14. 165. Certificate of registration.—
  15. 166. Endorsement of certificate of registration on debentures or certificate of debenture-stock.—
  16. 167. Duty of company and right of interested party as regards registration —
  17. 168. Copy of instrument creating mortgage or charge to be kept at registered office.–
  18. 169. Registration of appointment or receiver-
  19. 170. Filling of accounts of Receivers-
  20. 171. Rectification of register of mortgages –
  21. 172. Registration of Satisfaction of mortgages and charges—
  22. 173. Penalties—
  23. 174. Company’s register of mortgages:–
  24. 175. Right to inspect copies of instruments creating mortgages and charges and company’s register of mortgages :-
  25. 176. Right to inspect resister of debenture-holders and to have copies of trust deeds:-
  26. 177. Perpetual debentures:-
  27. 178. Power to re-issue redeemed debentures in certain cases:-
  28. 179. Specific performance of contract to subscribe for debentures:-
  29. 180. Payment of certain debts out of assets subject to floating charged in priority to claims under the Charge :-
  30. 181. Books to be kept by company and penalty for not keeping them:-
  31. 182. Inspection of books of account, etc. of companies :-
  32. 183. Annual balance sheet:-
  33. 184. Boards report :-
  34. 185. Form and contents of balance sheet and profit and loss accounts :-
  35. 186. Balance sheet of holding company to include certain particulars as to its subsidiaries :-
  36. 187. Financial year of holding company and subsidiary:-
  37. 188. Right of holding company’s representatives and member:-
  38. 189. Authentication of balance sheet, profit and loss account, etc:-
  39. 190. Copy of balance-sheet, etc. to be filed with Registrar:
  40. 191. Right of members to copies of account and report:-
  41. 193. Power of Registrar to call for information or explanation: –
  42. 194. Seizure of document by Registrar :-
  43. 195. Investigation of affairs of company by inspectors:-
  44. 196. Application for inspection to be supported by evidence :-
  45. 197. Inspection of books and examination of officers:-
  46. 198. Firm, body corporate or association not to be appointed inspect :-
  47. 200. Production documents and evidence :-
  48. 201. Seizure of document by inspectors:-
  49. 202. Inspector’s report :-
  50. 205. Proceedings for recovery of damages or property-
  51. 206. Expenses of investigation –
  52. 207. Power of company to appoint inspectors-
  53. 208. Report of the inspectors to be evidence.-
  54. 209. Saving for legal adviser and bankers-
  55. 210. Appointment and remuneration of auditors-
  56. 211. Provisions as to resolutions for appointing or removing auditors:-
  57. 212. Qualification and disqualification of auditors:-
  58. 214. Audit of accounts of branch office of company:-
  59. 217. Right of auditor to attend general meeting-
  60. 218. Penalty for non-compliance with section 211 to 217-
  61. 219. Penalty for non-compliance by auditor with section 213 and 215.-
  62. 220. Audit of certain matters by Cost and Management Accountants.-
  63. 221. Right of preference shareholders and debenture holders as to receipts and inspection of reports, etc:-
  64. 222. Liability for carrying on business with fewer than seven or, in the case of a private company, two members:-
  65. 223. Service of documents on company:-
  66. 224. Service of documents of Registrar:-
  67. 225. Authentication of documents:-
  68. 226. Application and alteration of schedules and power to make rules as to prescribed matters:-
  69. 227. Power of companies to refer matters to arbitration.-
  70. 228. Power to compromise with creditors and members.-
  71. 229. Provisions for facilitating arrangements and compromises.-
  72. 231. Conversion of private company into public company.—
  73. 233. Power of Court to give direction for protectiong interest of the minority.-

PART- V WINDING UP

  1. 234. Mode of winding up.—
  2. 235. Liability as Contributories of present and past members.—
  3. 236. Liability of directors whose liability is unlimited.—
  4. 237. Meaning of “contributory”.—
  5. 238. Nature of liability of contributory.—
  6. 239. Contributories in case of death of member.—
  7. 240. Contributories in case of insolvency of member.—
  8. 241. Circumstances in which company may be wound up by Court.—
  9. 242. Company when deemed unable to pay its debts.—
  10. 243. Winding up may be referred to District Court.—
  11. 244. Transfer of winding up from one District Court to another.—
  12. 245. Provisions as to applications for winding up.—
  13. 246. Effect of winding up order.—
  14. 247. Commencement of winding up by Court.—
  15. 248. Court may grant injunction.—
  16. 249. Powers of Court on hearing peititon.—
  17. 250. Suits stayed on winding up order.—
  18. 251. Vacancy in the office of liquidator.—
  19. 252. Copy of winding up order to be filed with the Registrar.—
  20. 253. Power of Court to stay winding up.—
  21. 254. Court may have regard to wishes of creditors or contributories—
  22. 255. Appointment of official liquidator.—
  23. 256. Resignations, removals, filling up vacancies and compensation.—
  24. 257. Official liquidator.—
  25. 258. Statement of affairs to be made to the liquidator.—
  26. 259. Statement by liquidator.—
  27. 260. Custody of company’s property.—
  28. 261. Committee of Inspection in compulsory winding up.—
  29. 262. Powers of official liquidator.—
  30. 263. Limit of Discretion of official liquidator.—
  31. 264. Provision for legal assistance to official liquidator.—
  32. 265. Liquidator to keep books containing proceeding of meetings and to submit account of his receipts to Court.—
  33. 266. Excercise and control of liquidator’s powers—
  34. 267. Settlement of list of contributories and application of assets.—
  35. 268. Power to require transfer, delivery etc of property.—
  36. 269. Power to order payment of debts by contributory.—
  37. 270. Power of Court to make calls.—
  38. 271. Power to order payment into bank.—
  39. 272. Regulation of account with Court.—
  40. 273. order on contributory conclusive evidence:–
  41. 274. Power to enclude creditors not providing in time :–
  42. 275. Adjustment of right of contributories:–
  43. 276. Power to order cost:-
  44. 277. Dissolution of company-
  45. 278. Power to summon persons suspected of having property of company:–
  46. 279. Power to order public examination of promotors, etc:-
  47. 280. Power to arrest absconding contributionry:–
  48. 281. Saving of other proceedings:–
  49. 282. Power to enforce orders:–
  50. 283. Order made in any Court to be enforced by other Courts.—
  51. 284. Mode of dealing with order to be enforced by other Courts.—
  52. 285. Appeal from orders:–
  53. 286. Circumstances in which company may be wound up voluntarily:–
  54. 287. Commencement of voluntary winding up.—
  55. 288. Effect of voluntary winding up on status of company.—
  56. 289. Notice of resolution to wind up voluntarily.—
  57. 290. Declaration of solvency.—
  58. 291. Provisions applicable to a members’ voluntary winding up.—
  59. 292. Power of company to appoint and fix remuneration of liquidator.—
  60. 293. Power to fill vacancy in the office of liquidator.—
  61. 294. Power of liquidator to accept shares, etc as consideration for sale of property of company.–
  62. 295. Duty of liquidator to call general meeting at the end of each year:–
  63. 296. Final meeting and dissolution—
  64. 297. Provision applicable to a vonutary winding up:–
  65. 298. Meeting of creditors:–
  66. 299. Appointment of liquidator.—
  67. 300. Appointment of committee of inspection.—
  68. 301. Fixing of liquidators remuneration and cessation of directors powers.—
  69. 302. Power to fill vacancy in the office of liquidator.—
  70. 303. Application of section 294 to a creditors vointary winding up.—
  71. 304. Duty of liquidator to call meeting of company and of creditors at the year and.—
  72. 305. Final meeting and dissolution.—
  73. 306 . Provisions applicable to every voluntary winding up.—
  74. 307. Distribution of property of company –
  75. 308. Powers and duties of liquidator in voluntary winding up.—
  76. 309. Power of Court to appoint and remove liquidator in voluntary winding up—
  77. 310. Notice by liquidator of his appointment.—
  78. 311. Arrangement when bindings on credtitors.-
  79. 312. Power to apply to Court to have questions determined of powers exercised.—
  80. 313. Cost of voluntary winding up.—
  81. 314. Saving for rights of creditors and contributory.—
  82. 315. Power of Court to adopt proceeding of voluntary winding up.—
  83. 316. Power to order winding up subject to supervision.—
  84. 317. Effect of petition for winding up subject to supervision.—
  85. 318. Court may have regard to wishes of creditors and contributories.—
  86. 319. Power of Court to appoint and remove liquidators.—
  87. 320. Effect of supervision order.—
  88. 321. Appointment of liquidators subject to supervision to the office of official liquidators—
  89. 322. Avoidance of transfers, etc. after commencement of winding up.—
  90. 323. Debts of all descriptions to be proved.—
  91. 324. Application of insolvency rules in winding up of insolvent companies.—
  92. 325. Preferential payments.—
  93. 326. disclaimer of property.—
  94. 327. Fraudulent preference.—
  95. 328. Avoidance of certain attachments, executions, etc
  96. 329. Effect of charge created after commencement of winding up—
  97. 330. General scheme of liquidation may be sanctioned. –
  98. 331. Power of Court to assess damages against delinquent director, etc.-
  99. 332. Penalty for falsification of book.-
  100. 333. Prosecution of delinquent directors.—
  101. 334. Penalty for false evidence:–
  102. 335. Penal provisions—
  103. 336. Meeting to ascertain wishes of creators or contributions.
  104. 337. Evidentially value of documents of company—
  105. 338. Inspection documents.—
  106. 339. disposal of document of company:–
  107. 340. Power of Court to declare dissolution of comma void: –
  108. 341. Information as to pending liquidations :
  109. 342. Payment of liquidator into bank:–
  110. 343. Unclaimed dividend and undistributed assets to be paid to Combines Liquidation Account: –
  111. 344. Court or person before whom affidavit may be sworn:–

RULES

  1. 345. Power of Supreme Court to make rules:–
  2. 346. Registrar may strike defunct company off Registrar:–

Part –VI Registration Office and Fees

  1. 347. Registration office—
  2. 348. Fees.—
  3. 349. Enforcing submission of returns and documents to Registrar: –
  4. 350. Filling or registration of documents, etc, after the time specified: –

Part VII Application of Act To Companies Formed and Regiatered

  1. 351. Application of Act to Combines formed under former Companies Act:-
  2. 352. Application Act of companies registered but not formed under former Combines Act:–
  3. 353. Mode of transferring :

PART VIII Companies Authorised To Be Registered

  1. 354. companies capable of being registered.—
  2. 355. Definition of joint stock company.—
  3. 356. Requirements for registration of joint stock compaines.—
  4. 357. Requirements for registration of companied other than joint-stock companies.—
  5. 358. Authentication of statement of existing Companies.—
  6. 359. Registrar may require evidence as to nature of company.—
  7. 360. On registration of banking company with limited liability, notice to be given to customer.-
  8. 361. Exemption of certain Combines from payment of Fees.—
  9. 362. Addition of “Limited” to name .—
  10. 363. Certificate of registration of existing companies.—
  11. 364. Vesting of property on registration.—
  12. 365. Saving of existing liabilities.—
  13. 366. Continuation of suits.—
  14. 367. Effect of registration under this Act:–
  15. 368. Power to substitute memorandum and articles for deed of settlement.—
  16. 369. Power of Court OT stay or restrain proceedings.—
  17. 370. suits stayed on winding up order—

PART IX Winding Up PF Unregistered Companies

  1. 371. Meaning of “unregarded company” –
  2. 373. Contributors in winding up of unregistered Companies.—
  3. 374. Power to stay or restrain proceedings.—
  4. 375. Restrictions on commencing etc. of suit after winding up order.—
  5. 376. Courts directions as to property in certain cases.—
  6. 377. Provisions of this part cumulative.—

PART X Foreign Combines’ Registration, etc.

  1. 378. application of sections 376 to 387 to foreign companies.—
  2. 379. Documents, etc. to be delivered to Registrar by foreign Combines carrying on business in Bangladesh—
  3. 380. Accounts of foreign company.-
  4. 382. Service on foreign company.—
  5. 383. Notice of ceasing place of business of a company.—
  6. 384. Penalties.—
  7. 385. Company’s failure to cmoply with this Part not to affect its liability under contracts.—
  8. 386. Fees for registration of documents under this Part.—
  9. 387. Interpretation.—
  10. 388. Restriction on sale and offer for sale of shares.—
  11. 389. Requirements as to prospectus.—
  12. 390. Restriction on canvassing for sale of shares.—
  13. 391. Provisions regarding charges.—
  14. 392. Notice of appointment of receiver etc.—

PART XI Supplemental

  1. 393. Cognizance of offence.—
  2. 394. Application of fines.—
  3. 395. Power to require limited company to give security for costs.—
  4. 396. Power of Court to grant relief in certain cases.—
  5. 397. Penalty for false statement.—
  6. 398. Penalty for wrongful with holding of property.—
  7. 399. Penalty for misapplication of securities by employers.—
  8. 400. Penalty for improper use of the word “Limited”
  9. 401. Construction of “Registrar of Joint Stock Companies” in Act XXI of 1860.—
  10. 402. Repeal and savings.—
  11. 403. Section 6 of the General Clauses Act, 1897 to apply.—
  12. 404. Publication of Authentic English Text.—