This is a template for the Articles of Association for a private limited company in Bangladesh. Replace all text in [BRACKETS] with your specific information. This document should be prepared in consultation with a legal professional to ensure compliance with the Companies Act 1994 and other relevant laws.
THE COMPANIES ACT, 1994
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
[COMPANY NAME] PRIVATE LIMITED
1. The regulations contained in Table "A" in the First Schedule to the Companies Act, 1994 shall not apply to the Company except so far as the same are repeated or contained in these Articles.
2. In these Articles, unless the context otherwise requires:
"The Act" means the Companies Act, 1994.
"The Articles" means these Articles of Association as originally framed or as altered from time to time by Special Resolution.
"The Company" means [COMPANY NAME] PRIVATE LIMITED.
"The Directors" means the Directors for the time being of the Company.
"The Board" means the Board of Directors for the time being of the Company.
"The Office" means the Registered Office for the time being of the Company.
"The Register" means the Register of Members to be kept pursuant to Section 34 of the Act.
"Month" means calendar month.
"In writing" means written or printed or partly written and partly printed.
Words importing the singular number only include the plural number and vice versa.
Words importing the masculine gender only include the feminine gender.
Words importing persons include corporations.
3. The Company is a Private Company and accordingly:
(a) The right to transfer shares is restricted in the manner hereinafter prescribed.
(b) The number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to fifty, provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member.
(c) Any invitation to the public to subscribe for any shares or debentures of the Company is prohibited.
4. The Authorized Share Capital of the Company is Taka [AMOUNT IN FIGURES] (Taka [AMOUNT IN WORDS]) divided into [NUMBER] ordinary shares of Taka [AMOUNT] each.
5. Subject to the provisions of these Articles, the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit.
6. The Company may exercise the powers of paying commissions conferred by Section 103 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said Section and the rate of commission shall not exceed the rate of 5 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 5 per cent of such price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.
7. The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.
8. Shares in the Company shall be transferred in the following form, or in any usual or common form which the Directors shall approve:
"I, [TRANSFEROR NAME] of [ADDRESS] in consideration of the sum of Taka [AMOUNT] paid to me by [TRANSFEREE NAME] of [ADDRESS] (hereinafter called "the transferee") do hereby transfer to the transferee the share (or shares) numbered [SHARE NUMBERS] in [COMPANY NAME] PRIVATE LIMITED to hold unto the transferee, his executors, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution hereof, and I, the transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid.
As witness our hands the [DAY] day of [MONTH], [YEAR].
Signature of Transferor: _______________
Signature of Transferee: _______________
Witness: _______________"
9. The Directors may decline to register any transfer of shares not being fully paid shares to a person of whom they do not approve, and they may also decline to register any transfer of shares on which the Company has a lien. The Directors may also decline to recognize any instrument of transfer unless:
(a) A fee not exceeding Taka 50 is paid to the Company in respect thereof.
(b) The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.
10. If the Directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.
11. Unless and until otherwise determined by the Company in General Meeting the number of Directors shall not be less than two nor more than twelve.
12. The first Directors of the Company shall be:
(1) [DIRECTOR 1 NAME]
(2) [DIRECTOR 2 NAME]
13. The qualification of a Director shall be the holding of at least one share in the Company.
14. The remuneration of the Directors shall from time to time be determined by the Company in General Meeting.
15. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
16. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in getting up and registering the Company, and may exercise all such powers of the Company as are not, by the Act, or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of these Articles, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
17. The first Annual General Meeting shall be held within eighteen months from the date of incorporation and thereafter once at least in every year, at such time (not being more than fifteen months after the holding of the last preceding Annual General Meeting) and place as may be prescribed by the Company in General Meeting, or in default, at such time and place as may be determined by the Directors.
18. The above-mentioned General Meetings shall be called Annual General Meetings; all other General Meetings shall be called Extraordinary General Meetings.
19. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.
20. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.
21. The Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf, and every instrument to which the Seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.
22. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
| Names, Addresses and Descriptions of Subscribers | Signature |
|---|---|
| [FULL NAME] [FULL ADDRESS] [OCCUPATION] [NATIONALITY] |
|
| [FULL NAME] [FULL ADDRESS] [OCCUPATION] [NATIONALITY] |
Dated this [DAY] day of [MONTH], [YEAR]
Witness to the above signatures:
[WITNESS NAME]
[WITNESS ADDRESS]
[WITNESS OCCUPATION]