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Company Act Slide

The document provides an overview of company formation and management in Bangladesh according to the Company Act of 1994. It begins with welcoming the audience and introducing the presenters. It then defines what constitutes a company and outlines the types of companies (private and public limited). The rest of the document details the key requirements and documents for forming a company such as the memorandum of association, articles of association, and prospectus. It also describes the management and administration structures of companies including the roles of directors, shareholders, and meetings.
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0% found this document useful (0 votes)
150 views53 pages

Company Act Slide

The document provides an overview of company formation and management in Bangladesh according to the Company Act of 1994. It begins with welcoming the audience and introducing the presenters. It then defines what constitutes a company and outlines the types of companies (private and public limited). The rest of the document details the key requirements and documents for forming a company such as the memorandum of association, articles of association, and prospectus. It also describes the management and administration structures of companies including the roles of directors, shareholders, and meetings.
Copyright
© Attribution Non-Commercial (BY-NC)
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PPTX, PDF, TXT or read online on Scribd
You are on page 1/ 53

WELCOME TO OUR PRESENTATION

Company Act, 1994

Prepared For
SHEIKH TANZILA DEEPTY
Lecturer Department of Finance University of Dhaka

Presented By
Group No. 8 Name Mohammad Junaid Shawon Md. Zahidul Islam K.M. Shahriar Pervej ID No. 16-017 16-051 16-057

Md. Azharul Islam


Jubair Mohammad Eidnan Md. Rashed Karim Md. Saddad Hossain Md. Nazmul Hasan Rashid Muntasir Md. Zahirul Islam Khan

16-067
16-101 16-125 16-127 16-143 16-165 16-171

Minhaj Bin Islam

16-177

You are with

Md. Zahidul Islam ID No. 16-051

Agenda
Definition of Company Formation and Features of Company Required Documents for Forming and Running a Company Management and Administration of a Company Managing Agent Winding Up of Companies

Company
A Company may be defined as a artificial person recognized by law, with a distinctive name, a common seal, a common capital comprising transferable shares of fixed value carrying limited liability and having a perpetual successions.

Types of Company
Private Limited Company
Private Limited Company means company which by its articles1. Restricts the right to transfer its shares, 2. Limits the number of its members to fifty not including persons who are in its employment. Public Limited Company means a company incorporated under this act or under any law at any time in force before the commencement of this act and which is not a private company.

Public Limited Company

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Minhaj Bin Islam ID No. 16-177

Features of a Company
Common Features
Handsome capital Democratic management Voluntary association Autonomous body Large-scale enterprise

Legal Features
Law created concern Artificial entity Perpetual succession Common seal Share capital

Profit distribution
Tax payment

Limited liability
Statutory responsibility

Formation of a Company
1. Promotional Stage 2. Preparing Documents 3. Submitting Documents 4. Collecting Certificate of Incorporation

5. Collecting Certificate of Commencement

Formation of a Company (Contd)

Preparing Documents Taking decision Collecting name clearance Memorandum of association (1 copy) Articles of association (1 copy) Submitting Documents

Collecting Certificate of Incorporation Emergence of private limited company Emergence of public limited company

Memorandum of association Articles of association

Promotional Stage

Collecting Certificate of Commencement

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Md. Rashed Karim ID No. 16-125

Different Documents of a Company

Memorandum of Association Articles of Association

Prospectus

Memorandum of Association
Definition

The Memorandum of Association of a company is its charter and defines the limitation of the powers of the company, established under Act.

Memorandum of Association

F E A T U R E S

1. 2. 3. 4. 5.

6.

It is the prime document of a company. The name, address, capital and range of authority of the company are written here. Relationship with third party is determined through it. The company can not do anything beyond its objectives referred here. A company doesnt get permission to start function from government without memorandum of association. It has been discussed in the clauses 6 & 9 of the Company Act.

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K.M. Shahriar Pervej ID No. 16-057

The Clauses of Memorandum of Association


Name Clause Location & Address Clause Object Clause
It is required to add Limited in case of public company but Private Limited must be added in case of private company. A company has to maintain some regulations to select a name. For example, the name of any existing company can not be selected.

The location of the companys head office is included here. Present and future working areas are also written here.

The detailed description for which the company has been formed are included here. The company can not conduct anything beyond it.

The Clauses of Memorandum of Association (Contd)


Capital Clause
The amount of certified capital, the number of shares, the price of each share and the types of the shares are included here.

Liability Clause

The responsibilities of the companys shareholders are included here. Whether the liability of the shareholders is determined through the number of shares or through any guarantee and the amount of liabilities are included here.

Consent Clause

The initiators of the company should sign here agreeing to buy a specific number of shares.

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Md. Azharul Islam ID No. 16-067

Articles of Association
Definition

The Articles of Association are the regulations or by-laws which govern the internal management and conduct of the affairs of the company.

Articles of Association
F E A T U R E S
1. 2. 3. 4. 5. Articles of association is companys second important document. It is the document about running & administration of the company. All rules of running a company are included here. It determines the rules within the range of memorandum of association If a company wants to do anything beyond articles of association, first the company must include it to articles of association.

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Md. Saddad Hossain ID No. 16-127

Contents of Articles of Association


Full name of the company
The rules and regulations for directing and managing regular activities Number of directors and name, address and other descriptions of the directors and managers The number and price of qualification shares of directors The amount of authorized capital and types and number of shares

Contents of Articles of Association (Contd)


The amount of minimum paid up capital
Rules of transferring the shares Rules for alteration of capital The process of auditing the accounts The process of winding up the company

Prospectus
Definition A document containing detailed information about the company and invitation to the public subscribing to the share capital and debentures issued is called prospectus.

Features of Prospectus

Prospectus is an invitation to the people.

An invitation for buying shares or debentures or paying subscription is included here.

Detailed description of companys shares and debentures is included here.

The position of the company is also discussed here completely.

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Mohammad Junaid Shawon ID No. 16-017

Management and Administration of a Company


The management of a company is conducted according to the law. As a separate entity, its management has been separated from its ownership. So, in spite of being the real owner, shareholders can not take part in the companys management. The responsibility for management of the company is handed over to a group of elected people.

Chain of Authority
Shareholders

Board of Directors Managing Director


General Manager Managing Agent Company Secretary Departmental Managers Officers

Directors Of the company


Director

Qualification or Qualities of Directors

Authorities to Appoint Directors


Initiators Shareholders Board of Directors Management Agents Government

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Md. Nazmul Hasan ID No. 16-143

Initiators

Initially directors are elected by initiators. They will work as directors until election is made for choosing directors.

Shareholders

Shareholders elect their representatives in annual general meeting by direct poll.

Board of Directors

If unusual vacancy is created, Board Of Directors select new director from shareholders by special decision.

Any professional organization who takes the responsibility of managing the company in Management exchange of some percentage of commission is Agents known as management agent. Management agents cant select more than one third of the total directors.

Government

If it is mentioned in the articles of association government can elect directors for the company. If maximum number of share holders wants government to choose directors then government can also perform this work. The person who is selected as director by government need not buy qualitative shares.

Functions of Board of Directors


Determining overall rules for the company

Regulating general administration of the company


Saving the motives of shareholders Keeping accounts according to the articles of association Announcing different meetings of the company

Functions of Board of Directors (Contd)


Electing the president of board of directors

Giving recognition to the budget and agenda


Distributing dividends to the shareholders Electing managing agent if necessary Recruiting new auditor if mandatory

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Md. Zahirul Islam Khan ID No. 16-171

Who Cannot Be a Director


Who doesnt buy minimum shares appointed in memorandum
Person who has already been declared bankrupt by the court or applied for being a bankrupt

Person who is not a shareholder

Person who is charged for any illegal activity by court

Person who get punished or sent to jail for at least 6 months

Any other organization

Immature

Alien enemy

Removal of Directors
If any director is absent from three consecutive meeting. If he or she illegally takes loan. If he or she participate in company transaction for self benefit. If he or she have ranked position and discharged from the post. If share holders and other directors want him or her to remove from the post. If he or she is declared incapable by court. If he or she is absent from overall work of the company for 3 consecutive month without the permission of governing body. If he or she does not buy minimum share pointed in the memorandum within two months. If he or she works as a director of another farm secretly.

Meetings of the Company


Annual General Meeting (AGM) Clause 81
AGM should be arranged within 18 months of the companys registration. The highest gap between two meetings can be 15 months. A notice should be given 14 days before the meeting.

To inform about the formation of the company Statutory a company arranges this meeting 30 days Meeting (SM) after receiving the permission for starting Clause 81 functions but within 180 days.

Meetings of the Company (Contd)


Extraordinary General Meeting (EGM) Clause 84
At any time board of directors or at least 10% shareholders can arrange an EGM in case of emergency A notice should be given 21 days before the meeting

Directors Meeting

Generally it is arranged every month. Only the directors attend here.

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Rashid Muntasir ID No. 16-165

Winding-up of Company
A company is said to be dissolved when it ceases to exist as a corporate entity.

By the court

Modes of Windingup Subject to


According to the Company Act 1994 Sec. 234 (1)

the supervision of court

Voluntary

Wound-up by the Court


A company may be wound up by the Court; if The company has by special resolution resolved; Default is made in filing the statutory report or in holding the statutory meeting; The company does not commence its business within a year from its incorporation, or suspends its business for a whole year;

Circumstances in Which Company may be Wound up by Court (Contd)


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; The company is unable to pay its debts; The Court is of opinion that it is just and equitable that the company should be wound up.

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Jubair Mohammad Eidnan ID No. 16-101

Methods of Compulsory Winding-up


Hearing of application Starting of winding-up

Appointment of liquidator and order of winding-up Collection of document and assets

Preparation of the list of the creditors

Proof of claim

Payment of due

Winding of company

Voluntary Wind-up
A company may be dissolved by the decision of shareholders or by mutual consent of creditors in AGM.

Modes

Members voluntary winding up


Creditors voluntary winding up

Wind-up by Supervision of Court


Liquidator, assigned by the court, in response to the request by shareholders or creditors , conducts all the proceedings of winding-up. Circumstances in which this may occur:
1. If it is wound-up to fraud with shareholders

2. If the method of winding up is not followed properly


3. If liquidators is interested to acquire assets.

ANY QUERY

THANKS TO ALL

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