Deed of exchange of property | The Lawyers & Jurists

Definition of Corporation:

The term Company is used to describe an association of a number of persons, formed for some common purpose and registered according to the law relating to companies.
Lord Justice Lindley defines: “By a company is meant associations of many persons who contribute money or money’s worth to a common stock and employ it for a common purpose. The common stock so contributed is denoted in money and is the capital of the company. The persons who contribute it or to whom it belongs are members.

The most important feature of a corporation is that it exists entirely separate and apart from its owners. Virtually all the legal and tax advantages associated with corporations flow from this essential element.

Corporations must have at least one owner, but there is no upper limit. The owners are called shareholders or stockholders. The ownership interests of the shareholders in a corporation are divided into units called stock, shares, or shares of stock. The rules governing corporations along with the advantages and disadvantages apply equally to corporations owned by one or more than one shareholder.

A corporation comes into existence when the prospective shareholders file a paper with the Illinois Secretary of State known as Articles of Incorporation. Among other things, the Articles of Incorporation require the prospective shareholders to determine the number of shares the corporation will be authorized to issue.[1]

The total number of shares a corporation may issue is arbitrary, and there is no upper limit. However, the corporation must issue at least one share of stock for each shareholder. If the corporation will have more than one shareholder, the corporation should issue shares to each stockholder in proportion to their ownership interests. The proportion of the shareholders’ ownership interests may vary from a fraction of one percent to a fraction over ninety-nine percent, depending on the deal the shareholders make when they decide to go into business together.

How corporation conduct Business

A corporation conducts business through a chain of authorized representatives. The shareholders are at the top of the chain. The shareholders, however, do not directly manage the corporation’s daily affairs. Instead, the shareholders meet at least once each year to elect a Board of Directors.

Corporations must have at least one director, but there is no upper limit. The directors’ job is to make general business decisions for the corporation. Their decisions are then implemented by the corporation’s officers, who are appointed by the directors each year at a directors’ meeting.

The officers consist of at least the following: president, treasurer, and secretary. The president is responsible for managing the corporation’s daily operations. The treasurer manages the corporation’s money, while the secretary maintains the corporation’s nonfinancial books and records. Corporations may also have one or more vice presidents. A vice president’s duties may vary, depending on the corporation’s needs. For example, the corporation may have vice presidents for sales, marketing, operations, personnel, and so on.

The shareholders may elect themselves as the directors. In their capacity as directors, they may then appoint themselves as one or more of the officers. If you are a sole shareholder, you may elect yourself as the sole director and, as the sole director, you may appoint yourself as president, treasurer, and secretary. This arrangement is not considered a conflict of interest, and it is permitted by the BCA. Indeed, who else would you want to run your business?[2]

Type of corporation exist

Corporations can be private, nonprofit, municipal, or quasi-public. Private corporations are in business to make money, whereas nonprofit corporations generally are designed to benefit the general public. Municipal corporations are typically cities and towns that help the state to function at the local level. Quasi-public corporations would be considered private, but their business serves the public’s needs, such as by offering utilities or telephone service.

There are two types of private corporations. One is the public corporation, which has a large number of investors, called shareholders. Corporations that trade their shares, or investment stakes, on securities exchanges or that regularly publish share prices are typical publicly held corporations.

The other type of Private Corporation is the closely held corporation. Closely held corporations have relatively few shareholders (usually 15 to 35 or fewer), often all in a single family; little or no outside market exists for sale of the shares; all or most of the shareholders help run the business; and the sale or transfer of shares is restricted. The vast majority of corporations are closely held.

Types of companies:

There are two types of companies-Public and Private.

a) Private Company:

A private company is one which, by its articles,

1. restrict the right of the members to transfer their shares, if any ;
2. limit the number of its members (not counting its employees) to 50 and
3. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the Company.

Private companies may be limited by shares or limited by guarantee. There cannot be a private company with unlimited liability.

b) Public Company:

All companies other than private companies are called public companies .Public companies may be classified into three types:

1. companies limited by shares,
2. companies limited by guarantee, and
3. Unlimited companies.

Statutory Public Company:

Non-Profit Associations:

the Central Government may by license, permit the omission of the words Limited or Private Limited in the case of companies which are formed for promoting commerce, art, science, religion, or any other useful object, and which are non-profit and non dividend paying organizations (e.g., Chambers of Commerce). The license given may be withdrawn, if the company ceases to fulfill the conditions mentioned in Sec. 25.

Differences between a private & a public company:

Number of members; Restrictions on transfer of shares; Restriction on invitation to public; Restriction on name; Prospectus; Issue of rights shares; Commencement of business; Statutory meeting and statutory report; Managerial remuneration; Number of directors; Rules regarding directors; Company’s own shares; Procedure of meeting; Memo of contract:

Jurisdiction of court:

Suits relating to the constitution of a company and its winding up ‘are ordinarily dealt with in the High Court of the area in which the registered office of the company is situated. Suits of other types (e.g., money suits) by or against the company, where would try is determined by the rules regarding jurisdiction of courts as laid down in the Civil Procedure Code.[3]
Each Corporation and their attributes

Public limited company

A public liability company is a limited liability company; that sell shares to the public in Bangladesh. It should be listed company on the stock exchanges. In the Bangladesh, a public limited company usually must include the words “public limited company’. [4]

A. Public Company limited by shares

A public company limited by shares is a locally incorporated company where the number of shareholders can be more than 50. The company may raise capital by offering shares and debentures to the public. A public company must register a prospectus with the Monetary Authority of Singapore before making any public offer of shares and debentures.

B. Public Company limited by guarantee

The liability of members is limited to such amount as they undertake to contribute to the assets on winding-up. That amount is specified in its memorandum of association, which forms part of a company’s constitution. If the company is wound-up, each person who is a member at that time or has been a member within one year of winding up may be required to contribute up to the amount of his guarantee towards payment of the debts incurred while he was a member. Past members are liable only if the present members default. Such companies are invariably non-profit-making concerns. They include professional bodies, trade societies, clubs etc.

Registration

When a new company incorporates in Bangladesh must be registered by the company act in Bangladesh. It also needs to notify in Bangladesh Bank. While it is not compulsory for a public limited company to offer its shares to the public.

Company directors

Formation of a public limited company requires a minimum five – seven directors are required. In general terms anyone can be a company director, provided they are not disqualified on one of the following grounds:

The person is an undercharged bankrupt, or disqualified by a Court from holding a directorship, unless given leave to act in respect of a particular company or companies.
In Bangladesh Company act is followed from 1994 company constitution. [5]

Company secretaries

The secretary of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfill the functions and who has the goodwill and renown in the entire market or in country.

Share capital

The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

There is a minimum share capital for public limited companies: Before it can start business, it must have allotted shares. A company can increase its authorized share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution).

A company can decrease its authorized share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person.

Share types

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Generally share types are divided into the following categories:

Primary Share: Primary share are the shares which are released in the first phase to the general public. Banks are liable to distribute the share to the general people.
Secondary Share: When the primary share is sold to the second person from the market, that share is called secondary share.
Ordinary – As the name suggests these are the ordinary shares of the company with no special rights or restrictions. They may be divided into classes of different value.
Redeemable – These shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company cannot have redeemable shares only.

Formation of company:

In Bangladesh Most of the companies are Formed based on:

v Memorandum of Association – this sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company’s memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. It is often referred to as the ‘charter of a company’ or ‘constitution of the company’. The signatories to the Memorandum of Association are deemed to be the first Directors of the company. The Memorandum defines the relation of members with the rest of the world.

Articles of Association – this is the document which sets out the rules for the running of the company’s internal affairs. The company’s articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The Articles define the inter-management, inter-member and inter-employee relationship.

Annual returns

Every company must deliver an annual return to Bangladesh Bank at least once every twelve months. It has 28 days from the date to which the return is made up to do this.

To help companies meet this filing requirement, Stock Exchange send a pre-printed ‘shuttle’ form to their registered office a few weeks before the anniversary of incorporation.

All the company has to do is:

check that the details are still correct,
amend any that are not, and,
Send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.

There is an annual document-processing which must be paid to the Bangladesh Bank.

Private limited company

An incorporated Private Limited Company the most popular form of company in Bangladesh. A type of company that offers limited liability to its shareholders but that places certain restrictions on its ownership. These restrictions are spelled out in the company’s articles of association or bylaws and are meant to prevent any hostile takeover attempt.??The major ownership restriction are:

(1) shareholders cannot sell or transfer their shares without offering them first to the other shareholders for purchase,

(2) Shareholders cannot offer their shares or debentures to the general public over a stock exchange,

(3) The number of shareholders cannot exceed a fixed figure.

A private limited company is a distinct legal form of business organization, the shares in the company are owned by its shareholders.

A company is a separate and distinct legal entity and, therefore, is separate and distinct from the individuals who own and operate that company

A limited company is owned by the shareholders who in the event of the business failing are protected by the limited liability bestowed upon them

Limited liability means that the shareholders potential exposure to the debts and liabilities of the company are limited to the amount that they have agreed to contribute to the company (the issued share capital)

If the company fails, the shareholders liability is limited to the amount of share capital contributed by them

Personal assets of directors and shareholders cannot be used to pay off the company debts

A limited company continues to trade irrespective of changes in directors, secretary, management and or ownership

A limited company is entitled to take legal actions in its own name, as opposed to the name of its owners.[6]

Features

A legal entity separate and distinct from its shareholders and directors
Partners have limited liability
It can sue or be sued in its own name
It can own property
A minimum of 1 and a maximum of 50 shareholders
A newly startup Private Limited Company is eligible for local tax exemptions and incentives

Advantages

Shareholders not personally liable for debts and losses of company
Profits taxed at corporate tax rates
Newly incorporated companies are entitled to tax incentives and exemptions
The company, as a separate legal entity, does not cease to exist if one or more of its shareholders die
A company’s life is usually perpetual
Ownership of a company can be transferred and additional shareholders can be appointed

Disadvantages

It is governed by rules and regulations stipulated in the Bangladesh Private Ltd company Act.
Annual returns filing and Directors’ Report are required; must have at least one director and one company secretary.
Greater disclosure and administration requirements, and therefore operation costs are generally higher.
Directors must disclose to the company information about their interests in the company’s shares, contracts and debentures.

Summary of Setup Requirements for Private limited company in Bangladesh

Minimum 2 and Maximum 20 shareholder
Maximum contributed capital is 3 crore, need a permission from Bangladesh Bank to contribute more than 3 crore.[7]

The constitution of corporation

WHEN SHOULD YOU USE A CONSTITUTION?

A Constitution forms the basis of the internal governance rules of a corporation. A company’s internal governance rules operate as a contract between the company and each member, the company and each director and company secretary and between a member and each other member. This contract is created by statute and not the typical way by all parties who intend to be bound by the contract signing it. A company’s internal governance rules will generally deal with the following, among other things:[8]

appointment, removal and powers of the directors and company secretary;
procedures for arranging and conducting directors’ meetings;
special rights attaching to shares; and
Rules relating to the transfer of shares and payment of dividends.

Instead of adopting a Constitution, a company’s internal governance rules may consist of the replaceable rules set out in the Corporations Act 1994. Also see

Shareholder’s Deed: [9]

Limitations

The Constitution should not be used and will require amendments if, by way of example:

a rule which is to apply to how the company is governed is not included in this Constitution;
the replaceable rules are to govern the Company’s internal operations instead of adopting a Constitution;
There is a single director/shareholder. Special arrangements apply to the internal functioning of single director/shareholder companies;
the company is a public company or a proprietary limited company that intends to list on the Australian stock exchange or a company limited by guarantee;
the company has, or proposes to have, different classes of shares on issue;
a shareholder is entitled to appoint a director;
the chairman of the Board is not intended to have a casting vote;
Pre-emptive rights are required so that existing shareholders have an option to buy the shares of other shareholders wishing to sell.

In Bangladesh, normally businesses are run through proprietorship concerns, partnership concerns and public and private limited companies.

Private limited company is the commonly used form of the business where the operations are relatively higher and involves risk. A private limited company can be formed by a minimum of two persons and the maximum of 50 persons. Each member shall have the liability limited to their holding in the company. The profit in the form of dividend will be distributed commensurate with the capital invested in the form of equity.

Public limited company is formed when the operations are quite large and involve substantial risk. A public limited company can be formed with a minimum of 7 persons. The maximum number in this case is unlimited. Here again each member will have the liability limited to the extent of their holding in the company. The profit is also shared in the form of dividend in accordance with the investment made in the equity of the company.

CONSTITUTION AND INCORPORATION [10]

Memorandum of Association

The purpose of the memorandum is to enable the members of the company, its creditors, and the public to know what its powers are and what is the range of its activities. The memorandum contains rules regarding the capital structure, the liability of the members, the objects of the company, and all other important matters relating to the company.

1. 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

2. Memorandum of company limited by shares. [11]

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;

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

3. Memorandum of company limited by guarantee. [12]

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;

(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.

4. Memorandum of unlimited company. [13]

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.

(b) if the company has a share capital-

(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.

5. Printing and signature of memorandum.

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.

6. 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).

7. Name of company and change of name. [14]

(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 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.

(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.

8. 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

(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.

(2) The alteration shall not take effect until and except in so far it is confirmed by the Court on petition.

(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;

Provided that the Court may, in the cases of any person or class, for special reasons, dispense with the notice required by this section.

9. Power of Court when confirming alteration.[15]

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.

10. 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.

11. 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.

12. 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

The Articles of Association is a document which contains rules, regulations and bye-laws regarding the internal management of the company. Articles must not violate any provision of the memorandum or any provision of the Companies Act.

1. Registration of articles. [16]

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

(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.

2. Application of Schedule[17]

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.

3. 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 witnesses who shall attest the signature.

4. 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.

5. 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.

General Provisions [18]

1. 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 legal 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.

2. 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.

3. 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.

4. 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 authorized 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.

5. Copies of memorandum 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 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.

(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.

6. 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 [19]

1. 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 applies or intends to apply its profits, if any or other income in promoting its objects and to prohibit the payment of any dividends to its members 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.

(2) A license 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 shall if 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 privileges 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 license 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 license is sop cancelled the Government shall give to the association a notice in writing of its intention and the grounds their off and shall afford the association an opportunity of submitting a representation in opposition to the cancellation.

Companies Limited by Guarantee

1. 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 the company 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.

Corporation law

Corporate law (also “company” or “corporations” law) is the law of the most dominant kind of business enterprise in the modern world. Corporate law is the study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community and the environment interact with one another under the internal rules of the firm.[20]

Corporate law is a part of a broader company’s law (or law of business associations). Other types of business associations can include partnerships or trusts companies limited by. Corporate law is about big business, which has separate legal personality, with limited liability or unlimited liability for its members or shareholders, who buy and sell their stocks depending on the performance of the board of directors.[21] It deals with the firms that are incorporated or registered under the corporate or company law of a sovereign state or their sub national states. The four defining characteristics of the modern corporation are:

^ACT

101. Incorporators; how corporation formed; purposes

102. Contents of certificate of incorporation.

103. Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions

Commencement of corporate existence[22]

107. Powers of incorporators.

108. Organization meeting of incorporators or directors named in certificate of incorporation

109. Bylaws.

110. Emergency bylaws and other powers in emergency.

111. Jurisdiction to interpret, applies, enforce or determine the validity of corporate instruments and provisions of this title

112. Access to proxy solicitation materials.

113. Proxy expense reimbursement.

114. Application of chapter to nonstick corporations.

Content of The Companies (Bangladesh) Act, 1994 [23]

1	Preliminary
2	Constitution And Incorporation
3	Share Capital, Registration of Unlimited Company as Limited and Unlimited Liability of Directors
4	Management and Administration
4	Management and Administration (Continued).
5	Winding Up
6	Registration Office And Fees
7	Application of Act to Companies Formed and Registered Under Former Companies Act
8	Companies Authorized To Be Registered
9	Winding Up PF Unregistered Combines
10	Foreign Combines Registration, Etc.
11	Supplemental

(Linked are given directly from the website)

Documents Constituting a Registration Application[24]
	PRIVATE COMPANY (Companies Act, 1994)
	a.	Memorandum & Articles of Association, original + 2 copies
	b.	Filled in Form I: Declaration on Registration of Company [Section 25].
	c.	Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
	d.	Filled in Form IX: Consent of Director to act [Section 92].
	e.	Filled in Form X: List of Persons Consenting to be Directors [Section 92]
	f.	Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
	g.	Evidence of Name Clearance.
	h.	Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps
	PUBLIC COMPANY (Companies Act, 1994)
	a.	Memorandum & Articles of Association, original + 2 copies
	b.	Filled in Form I: Declaration on Registration of Company [Section 25].
	c.	Filled in Form VI: Notice of situation of Registered Office and of any change therein [Section 77].
	d.	Filled in Form IX: Consents of Directors to Act [Section 92].
	e.	Filled in Form X: List of Persons Consenting to be Directors [Section 92].
	f.	Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein [Section 115].
	g.	Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
	h.	Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
	i.	Evidence of Name Clearance
	j.	Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

Implementation of Corporate Law

In Bangladesh all the company law has been followed. Mainly public and private limited company need to enroll themselves to government. After completing of all the procedure they get their license.

Advantage and disadvantage of corporation

What Are the Advantages of Corporations?

It may recall that the essential element of corporations is their existence entirely separate and apart from the shareholders. This feature gives rise to the principal advantage of corporations–limited liability protection.

Because a corporation exists apart from the shareholders, the corporation alone is liable for its debts. Even though they own and manage the corporation, the shareholders are not personally liable for its debts.

In addition to limited liability protection, corporations offer two tax advantages. First, under the present tax code, a corporation may claim a one hundred percent deduction for health insurance the corporation purchases for the shareholders’ benefit. Second, a corporation may deduct the cost of life insurance, up to a $50,000 policy, the corporation purchases for the shareholders.[25]

What Are the Disadvantages of Corporations?

Doing business through a corporation carries several tax disadvantages. Because a corporation has its own existence, it pays taxes on its own income. However, if a corporation has losses, only the corporation, and not the shareholders, can claim those losses as a tax deduction.

Most businesses lose money at some time or other. This often occurs during their start-up phase, when cash is tightest. If you are conducting your business through a corporation, you will be unable to deduct business losses until the corporation makes a profit, even if you have personal income from other sources. This delay can be particularly painful for new business owners with limited resources.

Conclusion

For country the corporation is very important to form for the economical advantage. The economical backbone of any country is the corporation. Two types of corporation are the most popular. One is Public Limited Corporation and another is Private Limited Corporation. The formation of this corporation is different and their operation is also different. This entire corporation in Bangladesh is following the company act 1994. They also follow the company law in their business. So both public and Private Corporation is the center of the economical activity in any country includes Bangladesh.

BIBLOGRAPHY

v Samuel Martin; “Corporate and its Advantage disadvantage”

v 2 Collected from the RSS Corporation in BD, consultation Firm and the consultant of TATELY tea.

v 3. Company and its Regulation by JC Mittra.

v 4 Application of Bangladesh constitution Act by Khaled Mahmud in Daily Jugantor on 12^th Nov 2010

v Company & Regulation by Yelling yermun

WEB SITES:

v http://www.ehow.com/facts_4970169_what-private-limited-company.html

v http://civilliberty.about.com/od/freetradeopenmarkets/f/Do-Corporations-Have-Rights.htm

v http://www.legalsteps.com.bd/Company.html

v http://www.banglapedia.org/httpdocs/HT/C_0320.HTM

v http://www.ehow.com/about_5057528_definition-private-limited-companies.html#ixzz1ITYuvbCF