Re: Legal Opinion regarding shifting of registered office of Bank 1.
We refer to your letter dated September 16, 2007 on the above subject.
From perusal of your letter it appears that Bank 1 (“Bank 1”) has shifted its Corporate Office to Tea Board Building, ………………., and has informed the Registrar of Joint Stock Companies and Firms (“RJSC”) through submission of duly filled in ‘Form VI’.
You have also informed us that, that Clause II of the Memorandum of Association of Bank 1 stipulates that the ‘registered office of the Company shall be situated in Bangladesh’.
In these circumstances, you have asked our legal opinion as to whether any amendment in the Memorandum and Articles of Association of Bank 1 is required in respect of shifting of the Corporate Office.
Section 77(2) of the Companies Act 1994 states as follows:
“Notice of the situation of the registered office and of any change therein shall be given within twenty-eight days after the date of the incorporation of the company or of the change, as the case may be, to the Registrar who shall record the same.”
We presume that the Corporate Office and the Registered Office of Bank 1 are one and the same.
Provided that Bank 1 has informed RJSC through submission of duly filled in ‘Form VI’ about the change of its registered office within 28 days of the change, Bank 1 has observed its duty under the Companies Act.
There is no provision under the Companies Act that requires the amendment of the Memorandum and Articles of Association of the company whenever the registered office of the company is changed. Moreover, as Clause II of the Memorandum of Association of Bank 1 does not contain the full address of Bank 1 but only stipulates that the ‘registered office of the Company shall be situated in Bangladesh’, we are of the opinion that amendment in the Memorandum and Articles of Association of Bank 1 is not required.
If you have any further query, please do not hesitate to contact us.
For: “The Lawyers & Jurists”