Company Lawyer in Bangladesh
At present the aching need of having a Company Lawyer in Bangladesh is due to the overreaching complexity of Company Law and its applications in Bangladesh. FM Associates provides the leading company lawyers in Bangladesh who works within the ambit of our Corporate & Commercial services. With each passing day, the importance of the corporate sector of Bangladesh is being realized, hence the need of Company Lawyer in Bangladesh as well. Be it a creation of employment opportunities or contribution in the revenue sector of Bangladesh, companies are playing a pivotal role in the development of this country.
In the past, companies were being regulated by the Companies Act 1913, however currently Companies Act 1994 governs the company law of Bangladesh which is virtually a reproduction of the 1913 Act. The Companies Act 1994 is divided into 11 parts, 404 sections and 12 schedules. The original jurisdiction for the company law matters is rested with the High Court Division of the Supreme Court of Bangladesh.
The 1994 Act contains provisions regarding the formation, classification, memorandum and articles of association, prospectus, debenture, director, types of meetings, resolutions, dividends, accounts and audit, minority rights, winding up process etc. The statute binds the company to comply with various obligations regarding management. For instance the transparent maintenance of account books and detailed registers and timely filing of balance sheets needs to be maintained by the company.
Company Lawyer in Bangladesh | Registration Procedure | FM Associates
As per the Company laws of Bangladesh a company lawyer needs to follow the followings as provisions. It seems the company comes into existence only after it is registered under the Companies Act. However, in the case of partnership, registration is not compulsory. The company is seen as a single person and it consists of its own legal personality.
A company has been ordered to have a Common Seal. We have already stated previously that the company has its own legal personality but after all it is an entity and cannot have its own signature. Therefore, the common seal is used as a substitute for the company’s signature. The common seal consists of the name and place of the company, along with the inscription of the date of its incorporation.
The management of a company depends on the Board of Directors, whole time Directors, Managing Directors or Manager. The company lawyer in Bangladesh ensures that they are selected in the manner iterated by the Act and the Articles of Association of the company. Shareholders are usually kept away from participating in the management. They have their own role but they cannot bind the company. They reserve the right to enter into contracts with the company and can also be employees of the company, as no bar of such kind has been listed out in the Companies Act 1994.
It must also be noted that the liabilities of shareholders are usually limited, and requires to consult a company lawyer in Bangladesh to know about the extent of liabilities. The company’s creditors will have to deal with the company itself as opposed to individual shareholders. If any decree is obtained against a company, it cannot be executed against any shareholder.
If the company is liquidated as per the Companies Act 1994, then the company will not function and close down. The expiry of any of the shareholders’ of the company or the insolvent state of its shareholders will not affect the company’s functions.
The birth of this act reiterated the concept of the company being accountable to the community as a whole as the company is termed as a social institution. It must be remembered by the company that it shall be responsible towards its workers and conduct its operation in a way that it can help the national economy progress.
Winding Up and Company Lawyer in Bangladesh
The company law of Bangladesh also iterates detailed information when the company will wind up, at the time of which the need of a company lawyer in Bangladesh is a must. As per Companies Act, a company may be wound up either by the order of the court or voluntarily by the choice of the company owners or subject to the supervision of the Court.
There are particular circumstances on which the company may be wound up by the Court. They are:
if the company has by special resolution resolved that the company be wound up by the Court; or
if default is made in filing the statutory report or in holding the statutory meeting; or
if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; or
Or, if the number of members is reduced, in the case of a private company below two, or, in the case of any other company, below seven; or
if the company is unable to pay its debts; or
if the Court is of opinion that it is just and equitable that the company should be wound up.
The Act also clarifies that any transfer, payment, execution or other act relating to property which would be deemed in the individual’s insolvency a fraudulent preference if made or done by or against an individual, is made or done by or against a company, will be deemed as invalid. So, companies would have to be careful that they don’t indulge themselves with fraudulent activities and get penalised by Companies Act 1994.
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