WORLD IS YOURS. LETS WE HELP EACH OTHER

Here We Know About Company Law Matter of Bangladesh

শুক্রবার, ১৬ জানুয়ারী, ২০০৯

The Registrar of Joint Stock Companies and Firms (RJSC)


The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh.

The Registrar is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh.

RJSC deals with the following types of entities:

Private companies
Public companies
Foreign companies
Trade organizations
Societies, and
Partnership firms

RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:

i.Companies and Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)

ii.Societies: Societies Registration Act, 1860

iii.Partnership Firms: Partnership Act, 1932

RJSC BUSINESS

The business of RJSC is -

i.To incorporate Companies (including Trade Organization), Societies and Partnership Firms under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership Act 1932, and

ii.To administer and enforce the relevant statutory provisions of these acts in relation to the incorporated companies (including Trade Organization), societies and partnership firms.

RJSC business is split into the following major business processes:

I.Name Clearance:his is a pre-requisite for registration of a new company (other than Foreign Company) or a society or a trade organization.

Promoters of a new entity (company, society or trade organization) apply for, and RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type)

ii. Registration:Promoters of a new entity apply for, and RJSC issues a certificate of incorporation for a new entity upon satisfaction that the application conforms to the provisions of the applicable act and that requisite fees are paid.

iii. Returns Filing:Registered entities are to file returns in prescribed forms & schedules, and RJSC upon satisfaction approves and archives such records. There are two (2) types of returns, viz., ‘Annual Returns’ and ‘Returns for any Change in the Entity’

iv. Issuance of certified copies:Anyone can apply for certified copy of record(s) of an entity. In response to any such application and after getting requisite payment, RJSC issues certified copy of the historical records of an entity. Profit & loss account is however open to only authorized personnel of the respective entity.

v. Winding up:A company having resolved to or the court makes an order or Memorandum & Articles of Association provide so for winding up of the company, submits to RJSC documents of winding up procedures and dissolution.


vi. Struck Off:RJSC strikes off the Register a company’s name if it is not in operation any more.

he Registrar of Joint Stock Companies and Firms (RJSC) OFFICES


At present, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations.


i.Head Office, Dhaka
24-25 Dilkusha Commercial Area, Post Code-1000, Tel: 88 02 9564005, Fax: 88 02 9554452, Email: rjsc@roc.gov.bd


ii.Divisional Office, Chittagong
CDA Annex building (5th floor), Kotowali, Chittagong, Tel: 88 031 636225. Tel: 88 031 636225 Fax: 9003103, Email: rjsc@roc.gov.bd


iii.Divisional Office, Khulna
National Bank Building (3rd floor), Dak Bangla Mor, Khulna Tel: 88 041 720217 Fax: 9003103, Email: rjsc@roc.gov.bd

iv.Divisional Office, Rajshahi
Sadharan Bima Bhaban, (7th floor) C&B Mor, Laxmipur, Rajshahi Tel: 88 0721 773396 Fax: 9001310, Email: rjsc@roc.gov.bd

In near future, RJSC will setup divisional offices in the towns of Sylhet, Barisal, Bogra and Comilla.

The Registrar of Joint Stock Companies and Firms (RJSC) Fees


To apply for Name Clearance, Registration, Certified Copies and to submit returns, fees and stamps are to be provided as under:

Fees of Name Clearance


i.For NC clearance: @ BDT 100.00 for each of the proposed names.

ii.For time extension: @ BDT 100.00 for each time extension application.


Stamps and Fees of Registration


PRIVATE COMPANY (Companies Act, 1994)



Stamps

i.For affixing on the Memorandum of Association: BDT 500.00


ii.for affixing on the Articles of Association:

For Authorized Capital
Stamp (BDT)

Up to 10,00,000.00
2,000.00

10,00,000.00 up to 3,00,00,000.00
4,000.00


> 3,00,00,000.00

10,000.00



Registration fee

i.For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00


ii.For the authorized share capital:

Authorized Capital (BDT)
Fee (BDT)

Up to 20,000.00
360.00

Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00
180.00

Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00
45.00

Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00
24.00

Additional for every 1,00,000.00 or part after first 50,00,000.00

45.00


PUBLIC COMPANY (Companies Act, 1994)

Stamps


i.For affixing on the Memorandum of Association: BDT 500.00


ii.For affixing on the Articles of Association:

For Authorized Capital (BDT)
Stamp (BDT)


Up to 10,00,000.00
2,000.00

> 10,00,000.00 up to 3,00,00,000.00
4,000.00


> 3,00,00,000.00
10,000.00

Registration fee

i.For filing 8 or 9 documents (7 or 8 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,600.00 or 1,800.00


ii.For the authorized share capital:



Authorized Capital (BDT)
Fee (BDT)




Up to 20,000.00
360.00




Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00
180.00




Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00
45.00




Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00
24.00




Additional for every 1,00,000.00 or part after first 50,00,000.00

45.00


FOREIGN COMPANY (Companies Act, 1994)



i.
For filing 6 document (1 memorandum and articles of association @ BDT 200.00 and 5 other documents @ BDT 200.00 per document): BDT 1,200.00


TRADE ORGANIZATION (Companies Act, 1994)


Stamps


i.
For affixing on the Articles of Association: BDT 1,500.00


Registration fee


i.
for filing 6 documents (5 filled in forms @ BDT 200.00 per document plus 1 memorandum & articles of association, @ BDT 200.00): BDT 1,200.00


ii.
For the number of members of association:



For up to 20:
BDT 600.00




For >20 up to 100:
BDT 1,500.00




For every 100 or part above the first 100 (limited member)
BDT 150.00




For unlimited members

BDT 4,500.00


SOCIETY (Societies Registration Act, 1860



i.
Registration Fee: BDT. 250.00


ii.
Registration Filing Fee: BDT. 0.00

PARTNERSHIP FIRM (Partnership Act, 1932)


i.
Registration fee: BDT. 10.00




Fees of Returns Filing


COMPANIES (Private & Public)



a.
Returns Filing



i.
For filing any document within the schedule time: @ BDT 200.00 per document



ii.
Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document.


b.
Registration of Mortgage, Debentures and Charges



Secured Amount (BDT)
Fee (BDT)




upto 5,00,000.00
150.00




Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00
120.00




Additional for every 5,00,000.00 or part after the first 50,00,000.00

60.00


FOREIGN COMPANY


a.
Returns Filing



i.
For filing any document within the schedule time: @ BDT 200.00 per document



ii.
Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document.








b.
Registration of Mortgage, Debentures and Charges



Secured Amount (BDT)
Fee (BDT)




upto 5,00,000.00
200.00




Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00
120.00




Additional for every 5,00,000.00 or part after the first 50,00,000.00

30.00


TRADE ORGANIZATION


a.
Returns Filing





i.
For filing any document within the schedule time: @ BDT 200.00 per document



ii.
Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document


b.
Registration of Mortgage, Debentures and Charges



Secured Amount (BDT)
Fee (BDT)




upto 5,00,000.00
200.00




Additional for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00
120.00




Additional for every 5,00,000.00 or part after the first 50,00,000.00

60.00


SOCIETIES



i.
For filing any document: @ BDT 10.00 per document


PARTNERSHIP FIRM



i.
For filing Form -2, 5 or 6: BDT 4.00 each.


Stamps and Fees of Issuance of Certified Copies


Private Company, Public Company, Trade Organization and Foreign Company



a.
Non-judicial stamp




i.
For Memorandum of Association or part thereof: BDT 20.00



ii.
For Articles of Association or part thereof: BDT 20.00



iii.
For each of other document : BDT 20.00



b.
Court fee (stamp) - per application per company: BDT 20.00



c.
Fees



i.
For inspection of records: BDT 100.00



ii.
For copy of certificate of incorporation: BDT 100.00



iii.
For copy of certificate of commencement of business: BDT 100.00



iv.
Copying of documents for each 100 words or part: @ BDT 5.00 subject to a minimum of BDT 100.00



v.
Comparison of document each 100 words or part: @ BDT 5.00 subject to a minimum of BDT 100.00 of each document


Society



a.
Identified by the applicable year



For Inspection of documents: BDT 1.50



For copy of Annual list of Managing Body: BDT 20.00


b.
Identified by the effective date



For copy of Address : BDT 20.00



For copy of Alteration of Name: BDT 20.00



For copy: BDT 0.50 for each 100 words or part thereof


Partnership firm


a.
Identified by the effective date



i.
For Inspection of documents: BDT 1.50



ii.
For copy: BDT 0.50 for each 100 words or part thereof


Fees of Winding Up


i.
For Private and Public Company: BDT 20.00


ii.
For Trade Organization and Foreign Company: BDT 10.00


Business Process & Documents

Name Clearance

i. Name Clearance (NC) is a pre-requisite for registration of a new entity (other than Foreign Company and Partnership Firm).

ii. The promoters of a new entity (other than Foreign Company and Partnership Firm) need to apply for and get name clearance for the entity prior to applying for registration.

iii. The promoters submit NC application to the designated RJSC office.
iv. The promoters pay NC application fee to the designated RJSC office counter.
v. On receipt of a NC application and fees, RJSC provides name clearance for one of the proposed names (min. 1 no. and max. 10 nos.) for the new entity upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type).

vi. Only one (1) name is cleared from among the proposed names for a new entity in one NC application.

vii. The name clearance remains valid for thirty (30) days from the date of issue.

viii. If applied for, the validity of name clearance may be extended upto 60 days first and thereafter upto 90 days from the date of first issue.

ix. The promoters need to apply for registration of the cleared name within the validity (as stated above) of name clearance.

x. NC is not required for registration of a Foreign Company or a Partnership Firm.

Documents Constituting a NC Application

i. A NC application
ii. Minutes of the 1st General Meeting of the promoters (for company only).



REGISTRATION

i. The promoters of a new entity (having name clearance, where applicable) apply for registration with necessary documents, prescribed forms & schedules, stamps and fees, as appropriate to the entity type. The promoters -

a. prepare Memorandum/Articles of Association, forms & schedules etc., as appropriate to the entity type.
b. collect necessary special adhesive stamps, where applicable, from treasury by depositing money through treasury challan in Bangladesh Bank (treasury officials affix the stamps on the Memorandum and Articles of Association and put seals & signature on the stamps).
c. submit the registration application in the designated RJSC office.
d. pay the registration fee at the designated RJSC office counter.

ii. RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters-

a. obtained name clearance of the proposed entity (not applicable for Foreign Companies and Partnership Firms) prior to the registration application.

b. submitted the registration application within the validity period of the name clearance (not applicable for Foreign Companies and Partnership Firms).

c. prepared and submitted the Memorandum & Articles of Association, prescribed forms and schedules etc., as applicable.

d. provided applicable stamps and fees.

Documents Constituting a Registration Application

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

FOREIGN COMPANY (Companies Act, 1994)

a. Filled in Form XXXVI - Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.

b. Filled in Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.

c. Filled in Form XXXVIII - List of Directors and Managers [Section 379].

d. Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].

e. Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].

f. Encashment Certificate Obtained From any Scheduled Bank.
g. Permission from Board of Investment of Bangladesh.

TRADE ORGANIZATION (Companies Act, 1994)

a. Memorandum and 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. Government License (Trade License from the Ministry of Commerce).

h. Evidence of Name Clearance.
i. Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

SOCIETY (Societies Registration Act, 1860)

a. Memorandum of Association
b. Evidence of Name Clearance.

PARTNERSHIP FIRM (Partnership Act, 1932)

a. Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.

b. Deed of Agreement on Partnership.

RETURNS FILING
a) Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing).
b) There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity
c) Entities submit returns for filing at RJSC.
d) Entities pay filing fee and late filing fee (if applicable) to RJSC counter
e) RJSC scrutinizes returns.
f) In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial measures.
g) RJSC archives approved returns.



Returns to be Submitted

PRIVATE COMPANY (Companies Act, 1994)

Private companies are to submit the following returns for filing.

a. Annual Returns
i. 1.Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
ii. Balance Sheet: to be filed within 30 days of AGM
iii. Profit & Loss Account: to be filed within 30 days of AGM
iv. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].

b. Returns for Change
i. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
ii. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
iii. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
iv. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc : to be filed within 15 days of the meeting [Section 88 (1)].
v. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
vi. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
vii. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
viii. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
ix. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319].
x. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
xi. Filled in Form 117 - Instrument of Transfer of Shares.
xii. Digital copy of original Memorandum & Articles of Association


PUBLIC COMPANY (Companies Act, 1994)
Public companies are to submit the following returns for filing.

a. Annual Returns
i. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
ii. Balance Sheet: to be filed within 30 days of AGM.
iii. Profit & Loss Account: to be filed within 30 days of AGM
iv. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
v. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
vi. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].

b. Returns for Change
i. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
ii. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
iii. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
iv. Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83].
v. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion onto private company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
vi. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
vii. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
viii.Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
ix.Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
x.Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
xi.Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
xii.Filled in Form 117 - Instrument of Transfer of Share.
xiii.Prospectus for issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141].
xiv.Prospectus following conversion of Private company into Public company [Section 231].xv.Digital copy of original Memorandum & Articles of Association

FOREIGN COMPANY (Companies Act, 1994)
a. Annual Returns
i.Balance sheet
ii.Profit & loss account or income or expenditure account (if not trading for profit).
iii.Returns for Change
iv.Filled in form XL: Notice of alteration in charter, etc. [Section 277].
v. Filled in form XLI: Notice of alteration in the address of the registered or principal office of company [Section 277].
vi.Filled in form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)]
vii.Filled in form XXXVIII: List of Directors and Managers [Section 379]
viii.Filled in form XXXIX: Return of persons authorized to accept service [Section 379].
ix.Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391]
x.Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319]
xi.Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
xii.Digital copy of original Memorandum & Articles of Association

TRADE ORGANIZATION (Companies Act, 1994)

a. Annual Returns
i. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
ii.Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
iii.Balance Sheet: to be filed within 30 days of AGM
iv.Income and Expenditure Account
v. Returns for Change
vi.Filled in Form VI - Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
ii. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
viii.Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
ix.Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
x.Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
xi.Filled in Form XXVIII - Memorandum of satisfaction mortgagecharge: to be filed within 21 days of satisfaction [Section 12 & 391]
xii.Digital copy of original Memorandum & Articles of Association

SOCIETY (Societies Registration Act, 1860)
a. Annual Returns
i. Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.
b. Returns for Change
i. Filing of Change of Address
ii. Filing of Alteration of Name
iii. Digital copy of original Memorandum of Association

PARTNERSHIP FIRM (Partnership Act, 1932)
a. Returns for Change
i.Filled in Form II – Notice of alteration of name or principal place of business of the firm.
ii. Filled in Form V – Intimation for recording of changes in the constitution of a firm [Section 63 & Rule 4 (6)].
iii.Filled in Form VI – Notice of intimation for dissolution of the partnership firm [Section 63 (1) & Rule (6)]

WINDING UP
1. Mode of Winding Up
The Winding up of a company may be either –
i.By the court; or
ii.Voluntary

a. Sub-Divisions of Voluntary Winding Up
i.Members’ Voluntary Winding Up: wherein a declaration of solvency to pay debts is made
ii.Creditors’ Voluntary Winding Up: wherein a declaration of solvency is not made
iii. Subject to supervision of court: wherein a company has resolved to wind up voluntarily and the court makes an order on consideration of a petition by the member (s) or the creditor (s) that the Voluntary Winding up shall continue but subject to supervision of the court


2. Winding Up by the Court
i.The Company or any creditor or creditors or the Registrar submits petition to the court for Winding up of the company by the court.
ii.Winding up of a company by the court is deemed to commence at the time of presentation of the petition for the Winding Up.
iii.The petitioner/the company files with the Registrar a copy of the Court order within thirty (30) days of the court order.
iv.The Registrar notifies in the official gazette that such a court order has been made.
v.The court may, at any time after an order for Winding up, in consideration of an application of any creditor or contributor, make an order staying the Winding up proceedings either altogether or for limited time.
vi.The court may appoint other than the official receiver a person or persons as official liquidator or liquidators for the purpose of conducting the proceedings of winding up.
vii.The official liquidator files with the Registrar audited accounts.
viii.When the affairs of the company is completely wound up the official liquidator files with the Registrar court order of dissolution within fifteen (15) days of such an order.

3. Voluntary Winding Up
i.A company may adopt resolution, special resolution or extraordinary resolution for Voluntary Winding up.
ii.A Voluntary Winding up is deemed to commence at the time of passing of the resolution.
iii.The company within ten (10) days of resolution notifies in the official gazette and in newspaper that such a resolution has been taken..
iv.Members’ Voluntary Winding up: In this case, prior to passing of the resolution of Voluntary Winding up, the directors at a meeting make a declaration of solvency that the company is capable to pay its debts within a period not exceeding three (3) years. The declaration is filed with the Registrar.
v.Creditors’ Voluntary Winding up: In this case, a declaration to pay debts is not made.
vi.The company shall appoint one or more liquidators.
vii.As soon as the affairs of the company are fully wound up and final meeting held, the liquidator within one (1) week of the meeting files with the Registrar final accounts and returns of the final meeting.
viii.The company shall be deemed to be dissolved on expiration of three (3) months of registration of returns of the final meeting.
ix.The dissolution period may however be extended by the court on consideration of any petition.
x.Winding up subject to supervision of court: At any stage of the Voluntary Winding up process, the court may make an order, on consideration of a petition by the member (s) or the creditor (s), that the Voluntary Winding up shall continue but subject to supervision of the court.

ISSUANCE OF CERTIFIED COPIES
a.RJSC is the sole authority that keeps records of all registered entities (companies, trade organizations, societies and partnership firms).
b.Any one can apply for certified copy of any of such records of an entity
c.However, the profit & loss account of a company is not open to all. Only authorized personnel of the respective company can apply for it.
d.On receipt of an application and requisite stamp & fee, RJSC issues certified copy of the records applied for.

Documents Constituting an Issuance of Certified Copies Application

i. One applies for certified copy of record (s) in a prescribed form

Documents for which certified copies are issued

PRIVATE COMPANY (Companies Act, 1994)
a. Identified by unique nature
i. Articles of Association or part thereof
ii. Memorandum of Association or part thereof
iii. Certificate of incorporation
iv. Declaration on registration of company
v. List of persons consenting to be directors (1st Directors)

b. Identified by the applicable year
i. Annual summary of share capital and list of shareholders, Directors
ii. Balance Sheet
iii. Profit & Loss Account (only to the authorized person of the respective company)
iv. Notice by Auditor

c. Identified by the effective date
i. Notice of consolidation, division, subdivision or conversion into stock of shares
ii. Notice of increase of share capital
iii. Notice of situation of registered office and of any change therein
iv. Special Resolution/Extraordinary Resolution
v. Consent of director to act
vi. Particulars of the Directors, Manager and Managing Agents and of any change therein
vii. Return of allotment
viii. Particulars of mortgage or charges
ix. Particulars of modification of mortgage or charge
x. Memorandum of satisfaction of mortgage charge
xi. Instrument of Transfer of Share
xii. Alteration of Memorandum of Association
xiii. Alteration of Articles of Association
xiv. Name change
xv. Conversion of private company into public company
xvi. Certificate of Registration of mortgage or charge
xvii. Certificate of Registration of modification of mortgage or charge
xviii. Certificate of Registration of satisfaction of mortgage or charge
xix. Struck off certificate
xx. Wound up certificate
PUBLIC COMPANY (Companies Act, 1994)

a. Identified by unique nature
i.Articles of Association or part thereof
iiMemorandum of Association or part thereof
iii Certificate of incorporation
iv.Certificate of commencement of Business
v.Declaration on registration of company
vi.Statutory report
vii.List of persons consenting to be directors (1st Directors)
viii.Agreement to take qualification shares in proposed company
ix.Prospectus following conversion of Private company into Public company



b.Identified by the applicable year
i.Annual summary of share capital and list of shareholders, Directors
ii.Balance Sheet
iii.Notice by Auditor
iv.Profit & Loss Account (only to the authorized person of the company)

C.Identified by the effective date
i.Notice of consolidation, division, subdivision or conversion into stock of shares
ii.Notice of increase of share capital
iii.Notice of situation of registered office and of any change therein
iv.Special Resolution/Extraordinary Resolution
v.Consent of director to act
vi.Particulars of the Directors, Manager and Managing Agents and of any change therein
vii.Return of allotment
viii.Particulars of mortgage or charges
ix.Particulars of modification of mortgage or charge
x.Memorandum of satisfaction of mortgage or charge
xi.Instrument of Transfer of Shares
xii.Prospectus for issue of shares
xiii.Alteration of Memorandum of Association
xiv.Alteration of Articles of Association
xv. Name change
xvi.Conversion of public company into private company
xvii.Certificate of Registration of mortgage or charge
xviii.Certificate of Registration of modification of mortgage or charge.
xix.Certificate of Registration of satisfaction of mortgage or charge.
xx.Struck off certificate
xxi.Wound up certificate

FOREIGN COMPANY (Companies Act, 1994)

a. Identified by unique nature
i.Charter or Statutes or Memorandum and Articles of the company or other instrument constituting or defining the constitution of the company.
ii.Registration Certificate
iii.dentified by the applicable year
iv.Balance sheet
v.Profit & loss account or income or expenditure account (if not trading for profit)

c. Identified by the effective date
i. Particulars of mortgage or charge
ii.Particulars of modification of mortgage or charge.
iii.Memorandum of satisfaction of mortgage or charge.
iv.Notice of the address of the registered or principal office of the company.
v List of Directors and Managers.
vi. Return of Persons Authorized to accept service.
vii.Notice of alteration in charter, etc.
viii.Notice of alteration in the address of the registered or principal office of company.
ix.Notice of situation of the principal place of business in Bangladesh or of any change therein.
x.Certificate of Registration of mortgage or charge
xiCertificate of Registration of modification of mortgage or charge
xii.Certificate of Registration of satisfaction of mortgage charge
xiii.Struck off certificate
xiv.Wound up certificate


TRADE ORGANIZATION (Companies Act, 1994)

a. Identified by unique nature

i.Articles of Association or part thereof
ii.Memorandum of Association or part thereof
iii.Declaration on registration of Company
iv.List of Persons consenting to be directors
v.Government License (Trade License from MOC )
vi Certificate of incorporation


b. Identified by the applicable year
i.Balance Sheet
ii.Income and Expenditure Account
iii.Identified by the effective date
iv.Notice of situation of Registered Office and of any change therein
v.Particulars of the Directors, Manager and Managing Agents and of any change therein
vii.Alteration of Memorandum of Association
viii.Alteration of Articles of Association
ix.Name change
x.Certificate of Registration of mortgage or charge
xi.Certificate of Registration of modification of mortgage or charge
xii.Certificate of Registration of satisfaction of mortgage charge
xiii.Struck off certificate
xiv.Wound up certificate

SOCIETY (Societies Registration Act, 1860)

a. Identified by unique nature
i. Memorandum of Association
ii. Registration Certificate

b. Identified by the applicable year
i. Annual list of Managing Body


c. Identified by the effective date
i.Address
ii.Alteration of the Memorandum
iii.Name change

PARTNERSHIP FIRM (Partnership Act, 1932)

a. Identified by unique nature
i.Statement containing the particulars of the firm for Registration
ii.Notice of intimation for dissolution of the partnership firm
iii.Registration Certificate
iv.Deed of Agreement on partnership

b. Identified by the effective date
i. Notice of alteration of name or principal place of business of a firm
ii. Intimation for recording of changes in the constitution of a firm

STRUCK OFF
i.Where the Registrar has reasonable cause (like annual returns are not submitted for a long period etc.) to believe that a company is not carrying on business or in operation, sends to the company a notice (1st notice) inquiring whether the company is carrying on business or in operation.

ii.If the Registrar does not within thirty (30) days of sending the notice receive any answer thereto, shall within fourteen (14) days, after the expiration of the said thirty (30) days send to the company a 2nd notice stating that if an answer is not received to the 2nd notice within thirty (30) days from the date thereof, a notice will be published in the official Gazette with a view to striking the name of the company off the register.

iii.If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or does not within thirty (30) days after sending the 2nd notice receive any answer, he may publish in the Official Gazette, and send to the company a notice that, at the expiration of ninety (90) days from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and

iv.In such a case the Registrar may send a copy of the notice to the company while sending it to the concerned authority for its publication in official Gazette.

কোন মন্তব্য নেই:

একটি মন্তব্য পোস্ট করুন

About Me,Cell-01715941572

I am shaila(Advocate)study:LL.B(Hons) and LL.M.Age:28 Rashi: Pisces Judiak Year:Pisces, Interest: Written poem position: Dhaka :Bangladesh, Office Contact-01616131313(10 am to 9 pm),WE ARE CONSULTANT FOR: Limited Company Registration,Share Transfer of Limited Company Registration,Society/Trust/Foundation Registration,Income Tax,TIN,VAT,IRC,ERC,Fire,BOI,Trade Mark,Trade License etc.)
 
template by free-web-template.blogspot.com