Object clause revision in the MoA
An objects clause is a paragraph in a company’s Memorandum of Association that specifies the goal and scope of its activities. The object clause’s objective is to define and limit the activities that the corporation is entitled to carry out. Anything that goes beyond those restrictions is considered ultra vires (outside of the company’s legal power or jurisdiction) and may be void.
The method of altering the object clause of a Bangladesh-registered corporation is described below.
STEP ONE: BOARD MEETING EXTRAORDINARY GENERAL MEETING
A board meeting should be convened, and the directors will ratify the proposed change and call an extraordinary general meeting (EGM). The EGM should be announced with 21 days’ notice, unless the shareholders agree to a shorter notice period.
At the EGM, a specific resolution authorizing the change should be adopted.
Returns for the special resolution should be filed with the RJSC along with Form VIII.
Documents include notice of the meeting and resolution (for both the Board Meeting and the EGM), as well as certified copies of Form VIII.
Step 2: Apply to the High Court Division.
An application should be prepared for submission to the appropriate Company Bench of the High Court Division of the Supreme Court of Bangladesh. An affidavit should be submitted in support of the application. The application should include the proposed object clause(s) that support the requested changes in object clauses. It is common to include a brief history of the company’s shareholding structure from conception until the date of filing.
Documents required include the application, certificate of incorporation, certified copies of the MoA and AoA, the most recent certified copies of Schedule X and Form XII from at least two years ago, notice and minutes of the EGM, and a letter of authorization.
Step 3: Admission Hearing.
After filling up the application, the Bench officer will assign it a matter number. The subject will appear on the Court’s daily cause list, and the Court will eventually hear it. The Court may admit the case after hearing the evidence and reviewing the papers. If admitted, the court will order that a legal notice on the admitted matter be published in two daily newspapers, as well as served on the Registrar of Joint Stock Companies and Firms.
STEP 4: Publication of the Legal Notice and Affidavit of Compliance
According to the Court’s ruling, legal notice should be published in the designated newspapers, and copies of the newspapers carrying the advertisement will be collected.
An affidavit of compliance must be given to the court, along with a copy of the legal notice previously published in the relevant publication, within the time frame prescribed by the court. Following the filing of the documents, the case will be added to the court’s daily cause list for hearing.
STEP 5: HEARING AND DONATIONS
The court may issue a final order following the hearing if it deems it appropriate. It is normal for the court to request a gift to a charitable organization. The court may choose the donation amount and charitable organization. After completing the contribution to the charitable organization and presenting compliance to the court, the petitioner will receive the final order.
STEP 6: SUBMISSION TO THE RJSC.
The court’s final order must be filed to the RJSC, after which the modified MoA and AoA will be issued.
