Practical corporate advice from Supreme Court practitioners. Always consult legal counsel before signing founder equity schedules, RJSC filings, or commercial agreements.
An objects clause is a provision in a company’s Memorandum of Association stating the purpose and range of activities for which the company is carried on. The purpose of the object clause is to outline and limit the activities which the company is permitted to undertake. Anything which exceeds those limits is ultra vires (beyond the legal power or authority) of the company and may be void.
Below we have describe the process of amending the object clause of a company registered in Bangladesh.
STEP 1: BOARD MEETING EXTRA ORDINARY GENERAL MEETING
For assistance with step 1: board meeting extra ordinary general meeting, ZCA LEGAL is here to support you throughout the process.
A board meeting should be called and in the meeting, the directors will approve the proposed alteration and convene an extra ordinary general meeting (EGM). A 21 days’ notice should be provided for the EGM, unless the shareholders consent to a short notice.
At the EGM, a special resolution approving the alternation should be passed.
Returns of the special resolution should be filed with the RJSC along with Form VIII.
Documents: Notice of the meeting and resolution (both for Board Meeting and EGM) and certified copies of Form VIII.
STEP 2: APPLICATION TO THE HIGH COURT DIVISION
For assistance with step 2: application to the high court division, ZCA LEGAL is here to support you throughout the process.
An application should be prepared for filling with the designated Company bench of High Court Division of the . The application should be supported by an Affidavit. The application should contain the proposed object clause(s), justifying the desired changes sought for in object clauses. It is customary to provide a brief history of the shareholding structure of the company from the inception to the date the filling.
Documents: Application, Certificate of Incorporation and Certified copies of the MoA and AoA, Latest certified copies of Schedule X of at least two years and Form XII, Notice and Minutes of EGM, Letter of Authorization (if required).
STEP 3: ADMISSION HEARING
After filling of the application, the Bench officer will assign a matter number to the application. The matter will appear in the daily cause list of the Court and in time the matter will be heard by the Court. After hearing and upon perusal of documents, the Court may admit the matter. If admitted, the court will direct to publish a legal notice in two daily newspapers in respect of the admitted matter, and to serve a notice to the Registrar of Joint Stock Companies and Firms (RJSC).
STEP 4: PUBLICATION OF THE LEGAL NOTICE AND AFFIDAVIT OF COMPLIANCE
Pursuant to the order of the Court, legal notice should be published in the designated newspapers and copies of newspaper carrying the advertisement shall be collected.
An affidavit of compliance is required to be submitted to the court along with the copy of the legal notice published earlier on the specified newspaper in time specified by the court. Upon submission of the documents, the case would be appeared on the daily cause list of the court for hearing.
STEP 5: HEARING AND DONATION
Upon hearing, if the court thinks proper, the court may pass final order. It is customary for the court to require some donation to some charitable organization. The court may fix the donation amount and the charitable organization. After making the payment to the charitable organization and submitting compliance in this regard before the court, the final order will be supplied to the petitioner.
STEP 6: SUBMISSION WITH THE RJSC.
For assistance with step 6: submission with the rjsc., ZCA LEGAL is here to support you throughout the process.
The final order of the court is required to be submitted with the RJSC and RJSC will issue the amended MoA and AoA.
