How to Change the Name of a Company in Bangladesh
Any corporation may alter its name by special resolution, with the Registrar of Joint Stock Companies and Firms’ consent. The change of name will not affect the company’s rights or obligations, nor will it render any legal proceedings by or against the company invalid; any legal proceedings that could have been continued or commenced against it under its previous name may be continued or commenced under its new name.
FIRST STEP: SELECTING A NAME
The availability of the new proposed name should be checked on the RJSC’s website. If the name is available, a name clearance should be requested. Please refer to this instructions for acquiring name clearance.
RJSC may reject the proposed name if it falls within the following categories:
If the name is too similar to an existing corporation or incorporates abbreviations from government or international organizations.
SECOND STEP: BOARD MEETING.
A board meeting should be convened to adopt the proposed name. In the same meeting, the board should convene an Extraordinary General Meeting because the topic requires shareholder approval.
Third step: Extraordinary General Meeting.
At the general meeting, a specific resolution should be voted to approve the proposed name. A copy of the meeting’s resolution must be filed with RJSC within 15 days following the meeting, together with Form VIII.
FOURTH STEP: APPLICATION TO RJSC.
An application should be made to the Registrar for approval of the requested name change. There is no required form for such an application; a simple application on the company’s letterhead will suffice.
Fifth Step: Issued new COI
After the Registrar approves the new name, RJSC will issue a new Certificate of Incorporation. However, the company’s registration number will remain unchanged. The new certificate validates the change of name.
After the RJSC provides a new certificate, the change should be reflected in the Memorandum and Articles of Association, as well as all papers, letterheads, seals, sign boards, and so on. The modification should be reflected on the share certificate.
LICENSES
The company’s licenses, permits, and other documents should be modified to reflect the new name instead of the old name.