NEWS LETTER
We at TCF Bangladesh take immense
pleasure to launch our n ext edition of Newsletter
on 27 September, 2020.
‘‘Amendment of Companies Act, 1994’’
Greetings to our Respected Readers!!!
TOKYO CONSULTING FIRM LIMITED
Global Accounting Firm in Bangladesh
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Introduction:
To increase the business and to make the business more flexible, Ministry of Commerce takes step to
introduce “One Person Company (OPC)” and establishing the rules and regulations regarding this.
The Act has already been approved by cabinet meeting on 20 July, 2020 which is introduced by the
“Compan ies (2 nd Amendment) Act, 2020 ” .
Executive Summary:
For introducing “One Person Company (OPC)”, on e new chapter has been included. Also it has been
added the rules regulations of operating and managing of company , physically attendance of the
transferor of the share at the time submitting share transfer documents , following ICT Act 2006 at th e
time of doing any company’s job through electronic media and changing the Notice period of Annual
General Meeting (AGM) as 21 days instead of 14 days. The “Compan ies (2 nd Amendment) Act, 2020”
has been submitted to the National Parliament of Bangladesh f or approval . It will become Act after
approval of National Parliament.
Amendment of Companies Act, 1994
1. Amendment of Sec tion 2, Sub - Section 1, Clause b by adding Clause bb
bb) One Person Company means a company whose shareholder is a natural person . *** [ N ote - 1]
2. Addition of new section 11a: Indication of Limited Company
a) Limited Liability public company should m ention "Public Limited Company" or PLC at last of its
name ;
b) Limited Liability private company s hould mention "Limited " or LTD. at last of its name ;
c) Limited Liability one person company should mention "One Person Company" or OPC at last of
its name .
3. Amendment of Sec tion 38 by add new sub - sec tion 3a
In share transfer documents, it should be authenticate by transferor on below manner:
i) Transferor s hould attend at RJSC physically and authenticate the documents by giving
signature.
ii) If transferor is a foreigner or stay in abroad, transferring documents should be attested by
competent officer of Bangladesh Embassy of this country before sending to Bangl adesh.
iii) if transferor is not capable to attend RJSC, the registrar may send commission upon payment of
specified fee.
4. Amendment of Sec tion 85
a) Notice period should be 21 days instead of 14 days for holding AGM ;
f) all activities of EGM will count as ex traordinary/special activities except following activities:
Deceleration of Divided & bonus share, approve audit report, directors report, retirement of
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directors and determining auditors fees etc.
5) Addition of new chapter after Chapter 10 by name of Cha pter 10a
Chapter 10a
Formation, Registration & Management of One Person Company
Sec tion 392a: MOA & AOA of OPC
Memoranda & Articles of Association of One Person Company should means memorandum and
articles mentioned in Schedule 9a & Schedule 9b.
Sec tion 392b: Formation of OPC
1) A natural person desire to form a n OPC for a valid purpose shall form an OPC by signing on
memorandum as Promoter and present for registration of it.
2) Only a natural person shall form an OPC.
3) The memorandum of OPC shall mention name of a person as nominee by a written consent of
nominated person. This nominated person will become shareholder after death, insanity of
shareholder.
4) The signature of such nominee should be record on Memorandum, Articles and registration boo k at
the time of registration.
7) If shareholder think necessary to change the nominated person, shareholder may do this by replace
another person as nominee.
8) Such change should be report to RJSC
Sec tion 392c: Capital of OPC
1) a) minimum paid up capital should be BDT . 50 Lac and maximum paid up capital will be BDT . 10
Crore.
b) Annual turnover of immediate preceding year should not less than BDT. 2 crore and not more
than BDT. 100 Crore.
2) If OPC’s annual turnover cross the limit mention ed on Sub - Section 1 (b) , OPC may be converted to
Public Limited Company or Private Limited Company by following applicable conditions .
Sec tion 392d: Process of registration of OPC
Same as Private limited company registration.
Sec tion 392e: Director of OPC
1) Only shareholder of OPC will be only Director of this company.
2) Director may appoint Manager, Company Secretary and other employees for operation of OPC.
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Sec tion 392f: Meeting of OPC
Director of OPC shall conduct at least one meeting at half of every calend ar year.
Sec tion 392g: amendment of MOA & AOA of OPC
It may change by shareholder and file as per provision of Sec tion 12.
Sec tion 392h: Transfer of share of OPC
It may transfer to another natural person only by following provisions of Section 38.
Section 392i: Balance sheet of OPC
In case of OPC, Financial Statements of OPC should be filed to RJSC within 180 days after
completing financial year. It should be signed by the shareholder director.
Section 392j: Audit of OPC
Applicable regulations of A udit of this act also applicable for OPC.
6) Addition of Section 401a
Section 401a: Application of ICT Act, 2006
1) All activities of this act may done by using electronics means/ digital platform. In such case,
provisions of ICT Act, 2006 will be applicable.
***Note-1: Natural Person means an Individual person, not a company or other
artificial person.
***Note-2: Those proposed amendment already placed to National Parliament
on 7 th September, 2020 for approval. It will be effective after getting approval of
National Parliament.
Thank You!!!
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