THE COMPANIES ACT ( BANGLADESH ), 1994, ( PART 3 )

PART III

SHARE CAPITAL, REGISTRATION OF UNLIMITED COMPANY AS LIMITED AND UNLIMITED LIABILITY OF DIRECTORS

Distribution of Share Capital

  1. Nature of
  • The shares or other interests of any member a company shall be deemed to be movable property and shall be transferable in manner provided by the articles of the
  • Each share in a company having a share capital shall be distinguished by the appropriate
  1. Certificate of shares or

A certificate under the common seal of the company specifying any shares or stock held by any member shall be prima facie evidence of the title of the member to the shares or stock therein specified.

  1. Definition of
  • Every subscriber of the memorandum of company shall be deemed to have agreed to become a member of the company and on its registration shall be entered as a member in its register of members.
  • Every other person who agrees to become a member of a company, and whose name is entered in its register of members shall be a member of the company.
  1. Membership of holding company
  • Except in the cases mentioned in this section a body corporate cannot be a member of a company which is its holding company and any allotment or transfer or shares in a company to its subsidiary shall be
  • Nothing in this section shall apply; namely–
    • Where the subsidiary is the legal representative of a deceased member of the holding company; or
    • Where the subsidiary is concerned as trustee unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of business which includes the lending of money.
  • This section shall not prevent a subsidiary from continuing to be a member of its holding company if it was a member thereof either at the commencement of this Act or before becoming a subsidiary of the holding company; but except in the cases referred to in sub-section (2), the subsidiary shall have no right to vote at meetings of the holding company or of any class of members
  • Subject of sub-section (2) sub-sections (1) and (3) shall apply in relation to a nominee for a body corporate which is a subsidiary as if reference in the said sub-sections (1) and (3) to such a body corporate and a subsidiary included reference to a nominee for
  • In relation to a holding company which is either a company limited by guarantee or an unlimited company the reference in this section to shares shall, whether or not the company has a share capital be construed as including a reference to the interest of its members as such whatever be the form of that
  1. Register of member
  • Every company shall keep in one on or more books of register of its members, and enter therein the following particulars:–
    • the name and addresses, and the occupations, if any of the members;
    • in the case of a company having a share capital, a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member;
    • the date at which each person was entered in the register as a member;
    • the date at which any person ceased to be a
  • If a company makes default in complying with the requirements of this section. It shall be liable to as fine not exceeding one hundred taka for everyday during which the default continues and every officer of the company who knowingly and willfully authorise or permits the default shall also be liable to a like
  1. Index of members of company
  • Every company having more than fifty member shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall within fourteen days after the date on which any alteration is made in the register members make any necessary alteration in the
  • The index which may be in the form of a card index shall in respect of each member contain a sufficient indication to enable the account of that member to be readily found.
  • If default is made in complying with the section the company shall be liable to a fine not exceeding five hundred taka and every officer of the company who is knowingly and willfully in default shall be liable to a like
  1. Annual list of members and summary
  • Every company having a share capital shall within eighteen months from its incorporation and thereafter once at least in every year make a list of all persons who on the day of the first or only ordinary general meeting in the year are members of the company, and of all persons who have ceased to be members since the date of the last return or in the case of the first return of the incorporation of the
  • The following shall be stated in the list namely:–
    • the names, addresses, nationality and occupation of all past and [present members;
    • the number of shares held by each of the existing members at the date of return specifying the shares transferred since the date of last return or, in the case of first return, since the date of incorporation, by persons who are still members and by persons who have ceased to be members respectively and also the dates of registration of such transfer; and
    • a summary distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash and specifying the following:-
      • the amount of the share capital of the company, and the number of the shares into which it is divided;
      • the number of shares taken from the commencement of the company up to the date of the return;
      • the amount called up on each share;
      • the total amount of calls received;
      • the total amount of calls unpaid;
      • the total amount of the sums, if any, paid by way of commission in respect of any share or debentures, or allowed by way of discount, in respect of any shares or debentures, since the date of the last return or so much thereof as has not been written of at the date of the
      • the total number of shares forfeited;
      • the total amount of shares or stock for which share warrants are outstanding at the date of the last return;
      • the total amount of share-warrants issued and surrendered respectively since the date of the last return;
      • the latest date on which the general meeting should have been held and whether it was actually so held;
      • the number of shares or amount of stock comprised in each sharewarrant;
      • the names and addresses of the persons who at the date of terurn are the directors of the company and of the persons, if any, who at the said date are the managers managing agents or auditors of the company, and the changes in the personnel of the directors, managers managing agents since the last return together with the dates on which the took place; and
      • the total amount of debt due from the company in respect of all mortgages and charges which are required to be registered with the Registrar under this Act.
    • The above list and summary shall be contained in a separate part of the register of members, and shall be completed within twenty-one days after the day of the first or only ordinary general meeting in the year; and the company shall, within that period file with the Registrar a copy signed by two directors, including the managing director, or where there is no managing director, by a director, and manging agent or manager or secretary of the company together with a certificate from such persons that the list and summary state the facts as they stood on the day
    • A private company shall send with the annual return required by subsection (1) a certificate signed by a director or other officer of the company that the company has not, since the date of the last return or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and where the annual return discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that the excess consists wholly of persons who under sub-clause (ii) of clause (g) of sub-section (1) of section 2 are not be included in reckoning the number o
    • If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding two hundred taka for every day during which the default continues, and every officer of the company who knowingly and willfully authorises or permits the default shall be liable to the like
  1. Trust not to be entered on register

No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the Registrar.

  1. Transfer of shares
  • An application for the registration of the transfer of shares in a company may be made either by the transferer or the transfere, provided where such application is made by the transferer no registration shall in case of party paid shares be effected unless the company gives motive of the application to the transferee and subject to the provisions of sub-section (7) the company shall, unless objection is made by the transferee two weeks from the date of receipt of the notice, enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the
  • For the purpose of sub-section (1), notice to the transferee shall be deemed to have been duly given if despatched by prepaid post to the transferee at the address given in the instrument of transfer and shall be deemed to ave been delivered in the ordinary course of post.
  • It shall not be lawful for the company to register a transfer of share in or debentures of the company unless the proper instrument of transfer duly stamped and executed by the transferor and the transferee has been delivered to the company along with script:

Provided that, where it is proved to the satisfaction of the directors of the company that an instrument of transfer signed by the transferor and transferee has been lost, the company may, if the directors think fit, on an application in writing made by the transferee and bearing the stamp required by an instrument of transferor register the transfer on such terms as to indemnity as the directors may think fit.

  • If a company refuses to register the transfer of any shares or debentures the company, shall, within one month from the date on which the instrument of transfer was lodged with the company, send to the transferee and the transferor notice of the refusal.
  • If default is made in complying with sub-section (4) of this section, the company shall be liable to a fine not exceeding one hundred taka for everyday during which the default continues and every director, manager secretary other officer who is knowing by a party to the default shall, be liable to a like
  • Nothing in sub-section (3) shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of
  • Nothing in this section shall prejudice any power of the company under its articles to refuse to register the transfer of any shares.
  1. Certification of
  • The certification by a company of any instrument of transfer of shares in, or debentures of, the company, shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prime facie title to the shares or debentures in the transfer named in the instrument of transfer, but not as a representation that transferor has complete title to the shares or debentures.
  • Where any person acts on the faith of an erroneous certification made by a company negligently, the company shall be under the same liability to him as if the certification has been made
  • For the purposes of this section-
    • an instrument of transfer shall be deemed to have certificated if it bears the words ‘certificate lodged” or words to the like effect;
    • the certification of an instrument of transfer shall be deemed to be made by a company, if-
      • the person issuing the certificated instrument is a person authorise to issue such instruments of transfer on the company’s behalf; and
      • the certification is signed by any officer or servant of the company or any other person authorised to certificate transfers on the company’s behalf, or if a body corporate has been so authorised by any officer or servant of that body corporate;
    • a certification shall be deemed to be signed by any person if it purports to be authenticated by his signature, unless it is shown that the signature was placed there neither by himself nor by any person authorised to use the signature for the purpose of certificating transfers on the company’s
  1. Transfer by legal

A transfer of the share or other interest of a decease member of a company made by his legal representative shall, although the legal representative is not himself a member, be as valid, as if he had been a member at the time of the execution of the instrument of transfer.

  1. Inspection of register of
  • The register of members commencing from the date of the registration of the company and where section 35 applies also the index of members shall be kept at the registered office of the company, and such register and index shall, except when closed under the provisions of this Act shall during business hours subject to such reasonable restrictions as the company in general meeting impose, so that not less than two hours in each day be allowed for inspection, be kept open to the inspection of any member free of cost and to the inspection of any other person on payment of one hundred taka or such less sum as the company may prescribe for each inspection, and any such member or other person may make extract
  • Any member or other person may require a copy of the register or of any part thereof or of the list and summary required by this Act or any part thereof, on payment of five taka for every hundred words or fractional part thereof required to be copied and the company shall cause any copy so required by any person to be sent to that person within a period of ten days commencing on the day next after the day on which the requirement is received by the

Explanation:

For the purpose of this sub-section in reckoning the ten working days, the non-working days and days on which the transfer books of the company remain closed shall be excluded.

  • If any inspection required under this section is refused or if any copy required under this section is not sent within the proper period the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding one hundred taka and to a further fine not exceeding one hundred taka for everyday during which the refusal or default continues, and the Court may by an order compel an immediate inspection of the register and index or direct that copies required shall be sent to the persons requiring them.
  1. Power to close

A company may on giving seven day’s previous notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated close the register of members for any time or times not exceeding in the whole forty-five days in each year but bot exceeding thirty days at a time.

  1. Power of Court to rectify register
  • If
    • the name of any person is without sufficient cause entered in or omitted from the register of members of a company; or
    • default is made or unnecessary delay takes place in entering on the register the fact of any person having become, or ceased to be, a member,

the person aggrieved, or any member of the company, or the company, may apply to the Court for rectification of the register.

  • The Court may either refuse the application, or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved and may also make such order as costs as it may consider
  • On any application under this section the Court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register whether the question arises between members or alleged members or between members or alleged members on the one hand and the company on the other hand and generally may decide any question necessary or expedient to be decided for rectification of the register and may also decide any issue involving any question of law.
  1. Notice to Registerar for rectification of

In the case of a company required by this Act to file a list of its members with the Register, the Court when making an order for rectification of the register shall by its order direct notice of the rectification to be filed with the Registrar within from the date of completion of the order.

  1. Register to be

The register of members shall be primafacie evidence of any matter by this Act directed authorised to be inserted therein.

  1. Issue of share warrants to bearer
  • A company limited by shares if so authorised by its articles may with respect to any fully paid-up shares or to stock issue under its common seal a warrant stating that the bearer of the warrant is entitled to the shares on stock therein specified and may provide by coupons or otherwise for the payment of the future dividends on the shares or stock included in the warrant in this Act termed as share-warrant.
  • Nothing in this section shall apply to a private
  1. Effect of

A share warrant shall entitle the bearer thereof to the shares or stock therein specified and the shares or stock may be transferred by delivery of the warrant.

  1. Registration of name of bearer of share

The bearer of a sharewarrant shall subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members; and the company shall be responsible for any loss incurre   by any person by reason of the company entering in its register the name of a bearer of a share- warrant in respect of the share of stock therin specified without the warrant being surrendered and cancelled.

  1. Position of bearer of Share-warrant.

The bearer of a share warrant may, if the articles of the company so provide be deemed to be a member of the company within the meaning of this Act either to the full extent or for any purpose defined in the articles except that he shall not be qualified in respect of the shares or stock specified in the warrant for being a director or manager of the company in cases where such a qualification is required by the articles.

  1. Entries in register when share-warrant
  • On the issue of share-warrant, the company shall strike out of its register of members the name of the member then entered therein as holding the shares or stock specified in the warrant, as if he had ceased to be a member and shall enter in the Register the following particulars namely:-
    • the fact of the issue of the warrant;
    • a statement of the shares or stock included in the warrant, distinguishing each share by its number; and
    • the date of issue of the
  • If a company makes default in complying with the requirements of this section it shall be liable to a fine not exceeding two hundred taka for every day during which the default continues and every officer of the company who knowingly and willfully continues or permits the default shall also be liable to a like
  1. Surrender of Share

Until the warrant is surrendered, the above particulars shall be deemed to be the particulars required by this Act to be  entered in the register of members; and on the surrender the date of the surrender shall be entered as if it were the date at which a person ceased to be a member.

  1. Power of company to arrange for different amounts being paid on shares

A company, if so authorised by its articles may do any one or more of the following things, namely–

  • make arrangements on the issue of shares for a difference between he shareholders in the amounts and times of payment of calls on their shares;
  • accept from any member who assents thereto the whole or a part of the amount remaining unpaid on any shares held by him although no part of that amount has been called up;
  • pay dividend in proportion to the amount paid-up on each share where a larger amount is paid-up on some shares than on
  1. Power of company limited by shares to alter its share
  • A company limited by shares if so authorised by its articles may alter the conditions of its memorandum, as follows that is to say it may–
    • increase its share capital by the issue of new shares of such amount as it thinks expedient;
    • consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
    • convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination.
    • sub-divided ist shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so that in the sub-division the proportion between he amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
    • cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so
  • the powers conferred by this section can only be exercised by the company in its general meeting.
  • A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of the other provisions of the
  • The company shall file with the Registrar notice of the exercise of any power referred to tin clause (d) or clause (e) of sub-section (1) within fifteen days from the exercise
  1. Notice to Registrar for consolidation of share a capital, conversion of shares into stock
  • Where a company having a share capital has consolidated and divided its share capital into shares of larger amount than its existing shares or converted any of the shares into stock or re-converted stock into shares, it shall within fifteen days of the consolidation and division, conversion or re-conversion, file notice with the Registrar of the same, specifying the share consolidated and divided, or converted or the stock re-coverted.
  • If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding two hundred taka for everyday during which the default continues, and every officer of the company who knowingly and willful authorises or permits the default shall also be liable to the like
  1. Effect of conversion of shares into

Where a company having a share capital has converted any of its shares into stock and filed notice of the conversion with the Register all the provisions of this Act which are applicable to shares only shall cease as to so much of the share capital as is converted into stock; and the register of members of the company, and the list of members to be filed with the Registrar   shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares hereinbefore required by this Act.

  1. Notice of increase of share capital or of
  • Where a company having a share capital, whether its shares have or have not been converted into stock, has increased its share capital, beyond the registered capital, and where a company not having a share capital has increased the number of its members beyond the registered number, it shall file with the Registrar, in the case of an increase of share capital, within fifteen days after the passing of the resolution authorising the increase and in the case of an increase of members within fifteen days after the increase was resolved on or took place, notice of the increase of capital or members, and the Registrar shall record the
  • The notice under sub section (1) shall include particulars of the classes of shares, affected and the conditions, if any, subject to which the new shares are to be issued.
  • If a company makes a default in complying with the requirements of this section, it shall be liable to a fine not exceeding two hundred taka for every day during which the default continues, and every officer of the company who knowingly and willfully authorises or permits the default shall be liable to a like
  1. Application of premiums received on issue of
  • Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares, shall be transferred to an account, to be called “the share premium account” and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the share premium account were paid-up share capital of the
  • The share premium account may be applied by the company–
    • in paying up unissued shares of the company to be issued to member of the company as fully paid bonus shares;
    • in writing of the preliminary expenses of the company,
  • in writing off the expenses of, or the commission paid or discount allowed, on any issue of shares or debentures of the company; or
  • in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the
  • Where is company has, before the commincement of this Act issued any shares at a premium this section shall apply as if the shares had been issued after the commencement of this Act:

Provided that any part of the premium which has been so applied that it does not at the commencement of this Act form an identificable part of the company’s reserves within the meaning of Schedule XI shall be disregarded in determining the sum   to be included in the share premium account.

Reduction of Share Capital

  1. Restriction on purchase by company or loans by Company for purchase of its own shares
  • No company limited by shares shall have power to buy its own shares or the shares of a public company of which it is a subsidiary company, unless the consequent reduction of capital is effected and sanctioned in the manner provided by sections 59 to
  • No company limited by shares other than private company or a subsidiary company of a public company, shall give whether directly or indirectly, and whether by means of a loan guarantee the provision of security or otherwise any financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the company:

Provided that nothing in this section shall, where the lending of money is part of the ordinary business of a company, be  taken to prohibit the lending of money by the company in the ordinary course of its business.

  • If a company acts in contravention of this section, the company, are every officer of the company who is knowingly and willfully in default shall be liable to a fine not exceeding five thousand
  • Nothing in this section shall affect the right of a company to redeem any shares issued under section
  1. Reduction of share
  • Subject to confirmation by the Court, a company limited by shares, if so authorised by its articles, may by special resolution reduce its share capital in any way, and in particular the company may, as part of this general power–
    • extinguish or reduce the liability on any of its shares in respect of share capital not paid-up;
    • either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or presented by available assets;
    • either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company;
    • so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.
  • A special resolution under this section is in this Act called a resolution or reducing share
  1. Application to Court for confirming order

Where a company has passed a resolution for reducing share capital it shall apply by petition to the Court for an order confirming the reduction.

  1. Addition to name of company of “and reduced”

On and from the passing by a company of a resolution for reducing share capital, or where the reduction does not involve either the diminution of any liability in respect of un-paid share capital or the payment to any share holder of any paid-up share capital, then on and from the making of the order by the Court confirming by the reduction the company shall add to  its name, until such date as the Court may fix, the words “and reduced” as the last words in its name and those words shall until that date be deemed to be part of the name of the company:

Provided that where the reduction does not involve either the diminutior of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the Court may, if it thinks expedient dispense altogether with the addition of words “and reduced”.

  1. Objections by creditors and settlement of list of objecting creditors:
  • Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, without permission of the Court and in any other case if the Court so permits every creditor of the company, who at the date fixed by the Court is entitled to any debt or claim which if that date were the commencement of the winding up of the company would be admissible in proof against the company shall be entitled to object to the reduction.
  • The Court shall settle a list of creditors so entitle to object, and for that purpose shall ascertain as far as possible without requiring an application from any creditor the names those creditors and the nature and amount of their debts or claims and may issue notices fixing a day or days within which creditors not entered on the list are to claim to be so entered on to be excluded from the right of objecting to the reduction; and after consideration such claims the Court shall finalise the
  1. Power to dispense with consent of creditor on security being given for his debt

Where a creditor entered on the list of creditors whose debt or claim is not discharged or determined does not consent to the reduction, the Court may, if it thinks fit dispense with the consent of the creditor on the company securing payment of his debt or claim by appropriating as the Court may direct the following amount that is to say–

  • if the company admits the full amount of his debt or claim or though not admitting it is willing to provide for it then the full amount of the debt or claim;
  • if the company does not admit or is not willing to provide for the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the
  1. Order confirming reduction

The Court if satisfied with respect to every creditor of the company who under this Act is entitled to object to the reduction, that either consent tot he reduction has been obtained or his debt or claim has been discharged or has been determined or has been secured may make an order confirming the reduction on such terms and conditions as it thinks fit.

  1. Registration of order minutes of reduction
  • The Registrar shall, on production to him, register the following documents, namely:–
    • the certified copy of the order of the Court confirming the reduction of the share capital of a
    • a copy of the minutes approved by the Court, showing the following :
      • the amount of the reduced share capital;
      • the number of shares into which it is to be divided;
      • the nominal value of each such share;.
      • the amount, if any, at the date of registration, deemed to be paid up on each such
    • On the registration under sub-section (1) and not before, the resolution for reducing share capital as confirmed by the order so registered shall take
    • Notice of the registration shall be published in such manner as the Court may
    • The Registrar shall certify under his hand the registration of the order and minutes, and his certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the
  1. Minutes to form part of memorandum
  • The minutes when registered shall be deemed to be substituted for the corresponding part of the memorandum of the company, and shall be valid and alterable as if it had been originally contained therein, and it shall be embodied in every copy of the memorandum issued after its
  • If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding one hundred taka for each copy in respect of which default is made, and every officer of the company who knowingly and willfully authorises or permits the default shall be liable to a like
  1. Liability of members in respect of reduced shares
  • member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount paid, or, as the case may be, the reduced amount, if any, which is to  be deemed to have been paid, on the share and the amount of the share as fixed by the minutes:

Provided that, if any creditor, entitled in respect of any debt or claim to object to the reduction of share capital, is by reasons of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Act or with respect to winding up by the Court, to pay the amount of his debt or claim, then–

  • every person who was a member of the company at the date of the registration of the order for reduction and minute, shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day before that registration; and
  • if the company is wound up, the Court on the application of any such creditor and proof of his ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributors settle on the list as if they were ordinary contributories in a winding
  • Nothing in this section shall after the rights of the contributories amount
  1. Penalty on concealment of name of creditor:

If any officer of the company willfully conceals the name of any creditor entitled to object to the reduction or willfully misrepresents the nature or amount of the debt or claim of any creditor, or if any officer of the company abets, any such concealment or misrepresentation as aforesaid every such officer shall have punishable with imprisonment which may extend to two years, or with fine, or with both.

  1. Publication of reasons for reduction:

In any case of reduction of share capital, the Court may require the company to publish, as the Court directs, the reasons for reduction or such other information in regard thereto as the Court may think expedient with a view to giving proper information to the public, and, if the Court think fit, also causes which led to the reduction.

  1. Increase and reduction of share capital of a company limited by guarantee:

A Company limited by guarantee and registered after the commencement of this Act may, if it has a share capital and is so authorised by its articles, increase or reduce its share capital in the same manner and subject to the same conditions in and subject to which a company limited by shares may increase or reduce its share capital under the provisions of this Act.

Variation of Shareholder’s Rights

  1. Rights of holders of special classes of shares:
  • If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles authorising the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of are solution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any class of shares are at any time varied, the holders of the less in the aggregate than ten per cent of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the Court to have the variation cancelled, and where any such application is made, the variation shall not have effect unless and until it is confirmed by the
  • An application under sub-section (1) must be made within fourteen days after the date on which the consent was given or the resolution was passed, as the case may be, under that sub-section and may be made on behalf of the shareholders entitled to make the application by such one or more of their numbers as they may appoint in writing for the
  • On any such application, the Court, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested in the application, may if it is satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the
  • The decision of he Court on any such application shall be
  • The company shall, within fifteen days after the service on the company of any order made on any such application, forward a copy of the order to the Registrar, and if default is made in complying with this provision, the company shall be liable 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 a like penalty.
  • The expression “variation” in this section includes “abrogation” and the expression “varied” shall be construed accordingly.

Registration of Unlimited Company as Limited

  1. Registration of unlimited company as limited:
  • Subject to the provisions of this section, any company registered as unlimited may register under this Act as limited and any company registered before the commencement of this Act as a limited company may re-register under this Act, but the registration of an unlimited company as a limited company shall not affect any debts, liabilities, obligations or contracts incurred or entered into by, to, with or on behalf of, the company before the registration, and those debts, liabilities, obligations and contracts may be enforced in manner provided by part VIII of this Act in the case of a company registered in pursuance of that
  • On registration in pursuance of this section, the Registrar shall close the former registration of the company, and may dispense with the delivery to him of companies of any documents with copies of which he was furnished on the occasion of the original registration of the company; but, save as aforesaid, the registration shall take place in the same manner and  shall have effect as if it were the first registration of the company under this
  1. Power of unlimited company to provide for reserve share capital on registration
  • An unlimited company having a she capital may, by its resolution for registration as a limited company in pursuance of this Act, do either or both of the following things, namely:–
    • increase the nominal amount of its share capital by increasing the nominal amount of each of its shares, but subject to the condition that no part of the amount by which its capital is so increased shall be capable of being called up except in the event and for the purpose of the company being wound up;
    • provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purpose of the company being wound
  • the portion of the share capital increased or specified under sub- section (1) shall be called the reserved share

Reserve Capital of Limited Company

  1. Reserve Capital of Limited company:

A limited company may by special resolution, determine that any portion of its share capital which has not been already  called up shall not be capable of being called up, except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the  purposes aforesaid; and such portion shall be called reserved share capital.

Unlimited Liability of Directors

  1. Limited company may have directors with unlimited liability
  • In a limited company the liability of the directors or of any director may, if so provided by the memorandum, be unlimited.
  • In a limited company in which the liability of any director is unlimited, the directors of the company, if any, and the member, who proposes a person for election or appointment to the office of director, shall add to that proposal a statement that the liability of the person holding that office will be unlimited and the promoter and officers of the company or one of them shall, before the person accepts the office or acts therein, give him notice in writing that his liability will be
  • If any director or proposer makes default in adding a statement as required by sub-section (1), or if any promoter or officer of the company makes default in giving a notice as required by that sub- section, the shall be liable to a fine not exceeding five thousand taka and shall also be liable for any damage which the person so elected or appointed may sustain from the default, but the liability of the person elected or appointed shall not be affected by the
  1. Special resolution of limited company making liability of directors
  • A limited company if so authorised by its articles may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or of any director. (2) Upon the passing of any special resolution under sub-section (1), the provisions thereof shall be valid as if they had been originally contained in the

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