By MD.

Al Nahian Bin
Ratan

Course Code : LLBH 207

BUSINESS LAW
ASSIGNMENT
The Company Act, 1994: Nature, Usefulness &
Loopholes of this Act

2023
Abstract
The following study is all about the
Nature, Usefulness & Loopholes of the
Company Act 1
 Green University of Bangladesh

An Assignment on
The Company Act, 1994: Nature, Usefulness & Loopholes of this Act

Course Title: Business Law I

Course code: LLBH 207

Presented for
Name: Nushera Tazrin Darin
Designation: Lecturer
Department of Law
Green University of Bangladesh

Presented By
Name: Md. AL Nahian Bin Ratan
Student ID: 222911011
Batch: 222
Department of Law
Green University of Bangladesh

2
 Abstract

The following study is all about the Nature, Usefulness & Loopholes of the
Company Act. Due to a tight timeline and limited resources, this paper was
completed under these constraints. With the aid of secondary research, the
author of this study has made an effort to examine application of the Company
Act, 1994.

3
Table of Contents
CHAPTER: ONE 6
Introductory issues 6
1.1 introductions: 6
1.2 Objectives of the assignment 6
1.3 Methodology of the assignment 6
1.4 Limitations of the assignment 7
1.5 Aim of the study: 7
1.6 Scope of the Study: 7
CHAPTER: TWO 8
The general structure of the Company Act, 1994 8
2.1 Contents of the Act 8
2.2 History of the Act 9
2.3 Definitions in the Act 10
CHAPTER THREE 15
Nature of the Company Act, 1994 15
3.1 Nature of the Act 15
3.2 Types of Company 15
3.3 Private Limited Company 16
3.4 Public Limited Company 16
3.5 One Person Company (“OPC”) 17
CHAPTER FOUR 18
Loopholes of the Company Act 18
4.1 Suggestions of the Experts 18
4.2 Reformation of the Act 20
4.3 Why Reforms are needed 20
CHAPTER FIVE 21
Amendments in the Company Act 1994 21
5.1 Recent Changes in the Companies Act 1994 21
5.2 Companies Act (1st Amendment) 2020 dated 25.02.2020 21
5.3 Companies Act (2nd Amendment) 2020 dated 26.11.2020 22
CHAPTER SIX 23
Conclusion and Acknowledgement 23

4
 6.1 Conclusion 23
6.2 Acknowledgement 23
Bibliography 24

5
CHAPTER: ONE
Introductory issues

1.1 introductions:
As used in this Act, the term "company" refers to a corporate juristic entity
formed and incorporated in conformity with this Act with the intention of
producing a profit. Every firm must conduct its operations in accordance with
laws, rules, and corporate ethics. Additionally, in order to meet its social
obligations, it may take activities that will advance the public good. And to
harmonize and update the law concerning businesses and specific other
associations it is necessary to reform and reorganize the law governing
corporations and other associations; and the Company Act, 1994 enacted for
these reasons.1

1.2 Objectives of the assignment

With the following goals in mind, this assignment was completed:
1. To briefly discuss about the nature, usefulness and loopholes of
the Company Act
2. To sketch out the places where the where the loopholes are
3. To understand the nature of the Act.

1.3 Methodology of the assignment

The only data gathered for this study are secondary data. From relevant
books, journals, periodicals, and other sources, secondary data have been
gathered by the help of documents review method. "In this type of data
collection method, if you have access to essential existing sources such as
documents and records, you can use them to collect data. The information you
receive will be secondary information and could be either quantitative or

1 https://www.icsi.edu/Portals/86/Bare%20ACTS/Bangladesh%20COMPANIES%20ACT.pdf

6
qualitative in nature"2. By using this method, I have completed my
assignment.

1.4 Limitations of the assignment

Every assignment has some restrictions. These are the restrictions
● This study has been conducted under multiple academic tasks to
do within strict deadlines.
● This study was completed in a timely manner. It is impossible to
gather comprehensive data and information on the topic due to
the time constraints.
● This study has been conducted in a specific arena especially in
Dhaka.
● There weren't sufficient books in the library.

1.5 Aim of the study:

To deal with various spheres of nature, practice, enforcement, and scope of
the Company Act,1994.

1.6 Scope of the Study:

The paper will cover the definition of company, nature of this Act and some
point, where the loopholes are in the Act.

2 https://www.analyticsfordecisions.com/methods-of-collecting-data/ (access date:2/1/2023)

7
CHAPTER: TWO
The general structure of the Company Act, 1994

2.1 Contents of the Act

There are eleven parts to the 1994 Companies Act. The act's preparatory
elements are included in Part-I and include the brief title, start and duration,
and definitions for various terminology. Part II covers the creation and
incorporation of businesses, including bank corporations, as well as the
creation of memoranda of association for different types of businesses,
articles of association, general provisions for the registration of memoranda
and articles of association, associations that are not for profit, and businesses
with limited liability. The rules for share capital, the filing of unlimited
companies as limited, and the limited liability of directors are the key topics of
Part III. The guidelines and processes for distributing a company's share
capital as well as the restrictions on share capital reduction are outlined in
this section.
The framework for regulating company management and administration is
outlined in Part-IV, along with the conditions for having a registered office of
a company with a unique name in a particular location, the provisions for
penalties for name concealment, and the method for displaying the
authorized, subscribed, and paid-up capital of companies. This section also
outlines the requirements for the publication of statements by banking and
certain other companies, the authority of the joint stock company registrar to
look into and seize any accounts, statements, records, or information, the
requirements and procedures for the inspection and audit of company affairs,
the appointment of auditors, as well as their qualifications, authority, and
compensation.
The details of the mode and methods of winding up, the liabilities of company
directors, shareholders and their successors, the procedures and options for
winding up, the appointment of an official liquidator and their responsibilities,

8
the settlement of companies' debts, and the transfer and distribution of assets
and liabilities are all covered in Part-V of the act.
The topics covered in Part-VI concern the registered office(s) of businesses,
the government's appointment of the registrar(s), their authority and duties,
the payment of registration fees, and the filing of returns and documents by
the companies to the registrar.
The rules of application of the legislation to businesses created and registered
under previous Companies Acts are interpreted in Part-VII.
The corporations that can be registered are identified and defined in Part-
VIII, along with the numerous requirements for registration and the authority
to substitute a memorandum and articles of incorporation for a settlement
deed.
The process for winding up unregistered corporations is the principal topic of
Part-IX of the legislation. In this section, it is explained what unregistered
corporations are, how to wind them up, how suits can be stayed on a winding-
up order, what happens when property directions are given, and whether or
not this part's provisions are cumulative. The requirements for establishing
foreign companies in Bangladesh, the regulations that apply to them, the
preparation, upkeep, audit, and submission of their financial statements to the
host country regulators, the notice for the closure of foreign companies in
Bangladesh, and restrictions on share sales and offers for sale are all included
in Part-X.
Last but not least, Part-XI is an addendum that deals with crimes, court cases,
etc.3

2.2 History of the Act

The Joint Stock Companies Act 1850, the first company law for the
subcontinent, was based on the British Companies Act 1844, which provided
the groundwork for India's early history of company law. 'Unlimited liability'
served as the foundation for this law. The Joint Stock Companies statute of

3 https://en.banglapedia.org/index.php/Companies_Act_1994

9
1850 was revised in 1857, and the statute was renamed The Companies Act of
1857. Limited liability was substituted for unlimited liability. The Companies
Act of 1857 was revised in 1860, 1866, 1882, 1887, 1891, 1895, 1900, and
1908 in response to the growth of trade and commerce in the subcontinent.
The English Companies Act of 1908 was modified and reformatted in order to
become the Indian Companies Act of 1913.

2.3 Definitions in the Act

In this Act, unless there is anything repugnant in the subject or context,- (a)
"articles" means the articles of association of a company including, so far as
they apply to the company, the regulations contained in Schedule I to this Act.
Provided that the article of association of a company framed under any law
relating to companies at any time in force before the commencement of this
Act shall, so far as they are not inconsistent with the provisions of this Act, be
deemed to be the articles of association of that company framed in accordance
with the provisions of the Act:
(b) "banking company" means a bank company as defined in section 5(9) of
the Act, 1991 (Act No. 14 of 1991).
(c) "company" means a company formed and registered under this Act or an
existing company;
(d) "The Court" means the Court having jurisdiction under this Act;
(e) "debenture" includes debenture stock, bonds and any other securities of a
company, whether constituting a charge on the assets of company or not;
(f) "director" includes any person occupying the position of director by
whatever name called;
(g) "District Court" means the principle Civil Court of original jurisdiction in a
district, but does not include the High Court Division, in the exercise of its
ordinary civil jurisdiction;

10
(h) "existing company" means a company formed and registered under any
law relating to companies in force at any time before the commencement of
this Act, and is in operation after commencement of this Act,
(i) "financial year" means, in relation to anybody corporate, the period in
respect of which any profit and loss account of the body corporate laid before
it in annual general meeting is made up, whether that period is a year or not;
Provided that in relation to an insurance company, "financial year" shall mean
the calendar year;
(j) "insurance company" means a company that carries on the business of
insurance either solely or in common. with any other business or businesses;
(k) "manager" means an individual who, subject to the superintendence,
control and direction of the Board of Directors, has the management of the
whole, or substantially the whole, of the affairs and business of a company ,
and includes a director or any other person occupying the position of a
manager, by whatever name called, and whether under a contract of service or
not;
(l) "managing agent' means a person, firm or company by whatever name
called, who or which is entitled to the management of the whole affairs and
business of a company by virtue of an agreement with the company, and
under the control and direction of the directors except to the extent, if any,
otherwise provided for in the agreement;
(m) "managing director" means a director who, by virtue of an agreement
with the company or of a resolution passed by the company in its general
meeting or by its directors or by virtue of its memorandum or articles of
association, is entrusted with the substantial powers of management which
would not otherwise be exercisable by him and includes a director occupying
the position of a managing director by whatever name called; Provided that
the powers to do administrative acts of a routine nature when so authorized
by the directors such as the power to affix common seal of the company to any
document or to draw and endorse any cheque on the account of the company
in any bank or to draw and endorsed negotiable instrument or to sign any
certificate of share or to direct registration of transfer of any shares shall not
11
be deemed to be included within the substantial powers of management:
Provided further that a managing director of a company shall exercise his
powers subject to the superintendent control and direction of the directors.
(n) "memorandum" means the memorandum of association of a company as
originally framed or as altered in pursuance of the provisions of this Act;
(o) "officer" means a director, managing agent, manager secretary or any
other officer of a company and also includes-- (i) where the managing agent is
a firm any partner in the firm; (ii) where the managing agent is a body
corporate, any director or manager of the body corporate; (iii) where the
secretary is a body corporate; Provided that. except for the purpose of
sections 331, 332, and 333, the form "officer" shall not include an auditor.; (p)
"prescribed" means as respects the provisions of this Act relating to the
winding up of companies, prescribed by rules made by the Supreme Court
and, as respect the other provisions of this Act, prescribed by the Government;
(q) "private company" means a company which by its articles-- (i) restricts the
right to transfer its shares, if any; (ii) prohibits any invitation to the public to
subscribe for its shares or debenture, if any; (iii) limits the number of its
members to fifty not including persons who are in its employment; Provided
that where two or more persons hold one or more shares in a company
jointly, the shall, for the purposes of this definition be treated as a single
member;
(r) "public 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;
(s) "Registrar" means a Registrar or any other officer, by whatever
designation, performing under this Act the duty of registration of companies;
(f) "Schedule" means a schedule to this act;
(u) "secretary" means any individual possessing the prescribed qualifications
appointed to perform the duties which may be performed by a secretary
under this Act and any other ministerial or administrative duties, and

12
(v) "share" means a share in the capital of the company, and includes stock
except when a distinction between stock and shares is expressed or implied.
(2) For the purposes of this Act, a company shall subject to the provisions sub-
section (4), be deemed to be a subsidiary of another, if—
(a) that other contrats the composition of Board of Directors of the first
mentioned company.
(b) the first mentioned company, being an existing company, has before the
commencement of this Act, issued preference shares the holders of which
have the same voting right in all respects as the holders of equity shares and
that other company exercises or controls more than half of the total voting
power of the first mentioned company; or
(c) the first mentioned company is not a subsidiary within the meaning of
clause (b), but that other company holds more than half in nominal value of its
equity share_capital; or (d) the first mentioned company is a subsidiary of a
third company with is that other's subsidiary. (3) For the purposes of sub-
section (2), the composition of a company's Board of Directors shall be
deemed to be controlled by another company if, that other company, by the
exercise of some power exercisable by it at its discretion without the consent
or concurrence of any other person, can appoint or remove the holders of all
or a majority of the directors, and for the purposes of this sub-section that
other company shall be deemed to have power to appoint to a directorship
with respect to which any of the following conditions is satisfied, that is to
say—
(a) that power of appointment cannot be exercised except in favor of an
individual,
(b)) that an individual’s appointment thereto follows necessarily from his
appointment as director, managing agent, secretary or manager of or to any
other office of employment in, that other company; or
(c) that the directorship is held by an individual nominated by that other
company or a subsidiary thereof.

13
(4) In determining whether one company is a subsidiary of another the
following conditions shall be applicable namely: --
(a) any shares held or power exercisable by that other company in a fiduciary
capacity shall be treated as not held or exercisable by it.
(b) subject to the provisions of clauses (c) and (d) any shares held or power
exercisable shall be deemed to be the shares held or power exercisable by that
other company, if-- (i) the shares are held or the power is exercisable by a
person as a nominee and on behalf of that other company, but this clause shall
not apply to the holding of such shares or to the exercise of such powers by
such person where that other company is concerned in a fiduciary capacity.
(ii) the shares are held or the power is exercisable by a subsidiary of that
other company or by a nominee of such subsidiary, but this clause shall not
apply to the holding of such shares or to the exercise of such powers by the
subsidiary or by its nominee where the subsidiary is concerned in a fiduciary
capacity; (c) any shares held or power exercisable by any person by virtue of
the provisions of any debentures of the first-mentioned company or of a trust
deed for securing any issue of such debentures shall disregarded; (d) if any
shares are held or power is exercisable, not being held of exercisable as
mentioned in clause (c),-- (i) by that other company or by its subsidiary or by
a nominee of that other or its subsidiary as the case may be, and (ii) the
ordinary business of that other company or as the case may be of its
subsidiary includes the lending of money and such shares are held or the
power is exercisable by way of security of the loan [then such power shall not
be treated as being held or exercisable by such company or its nominee.] (5)
For the purposes of this Act' a company shall be deemed to be the holding
company of another if, and only if, that other is its subsidiary. 4

4 https://www.icsi.edu/media/portals/86/bare%20acts/Bangladesh%20COMPANIES%20ACT.pdf

14
CHAPTER THREE
Nature of the Company Act, 1994
3.1 Nature of the Act
The law that controls domestic corporations in Bangladesh is the Companies
Act of 1994. It is the primary statute governing the formation, operation, and
dissolution of corporations, as well as the relationship between shareholders
and corporations, the need for periodic disclosures and audits, the duties of
the Registrar of Joint Stock Companies & Firms, and the authority of the courts
with regard to corporations, among other things.5 Companies Act 1994 (Act
XVIII of 1994) governs COMPANY LAW in Bangladesh. It received the assent
of the President of the People's Republic of Bangladesh on 11 September
1994. Before its enactment in 1994, company law was governed by the
Companies Act 1913 which was amended in 1915, 1920, 1926, 1930,
1932, 1936, 1938, 1949 and 1969, 1973 and 1984.

3.2 Types of Company

The Companies Act, 1994 defines the word company as “a company formed
and registered under this Act or an existing company”. Therefore, a company
is formed under the Companies Act, 1994 by a group of people who come
together for achieving a common objective.
There are three types of companies in Bangladesh:
1. Private Limited Company;
2. Public Limited Company; and
3. One Person Company (“OPC”), introduced by Companies (Amendment) Act,
2020.

https://www.icab.org.bd/icabadmin/uploads/ckeditor/6665Corporate%20Laws%20Manual%20Final%202
021.pdf

15
3.3 Private Limited Company
The majority of businesses in Bangladesh are registered as private limited
liability corporations, or private limited companies. A private limited
corporation is a distinct legal entity, and its shareholders are alone
responsible for the share capital they have invested. Any person (foreign or
domestic) over the age of 18 may register a business in Bangladesh in
accordance with the Companies Act, 1994.
Section 2(1)(q) defines a company to mean
a company which by its articles:
• restricts the right to transfer its shares;
• prohibits any invitation to the public to subscribe for its shares or debentures, if any;
• limits the number of its members to 50.

3.4 Public Limited Company

In contrast to a private limited company, a public limited company can invite
the public to hold shares and is often listed or looking to list on a stock
exchange. Section 2(1)(r) of the Companies Act, 1994 defines a public
company to mean – “… 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.”
In short, a public company is one where the Articles of Association do not
provide any restrictions on-
• the transfer of shares,
• the maximum number of members (but must have a minimum of 7 members). and allows for the
invitation to the public seeking their subscription for its shares.

16
3.5 One Person Company (“OPC”)
In 2020, the Companies Act, 1994 has been amended twice by the Parliament
and vital amendments have been brought in regard to OPC formation,
registration, management, etc. These new amendments have opened the door
for OPC, some of the key features of which include:

• Only a natural person can form an OPC;

• The paid-up capital shall be minimum of BDT. 2500000 (Bangladesh Taka Twenty-Five Lacs)
and maximum of BDT. 50000000 (Bangladesh Taka Five Crore).
• The preceding year’s turnover must be a minimum of BDT. 10000000 (Bangladesh Taka One
Crore) and a maximum of BDT. 500000000 (Bangladesh Taka Fifty crore).
• The sole shareholder of OPC shall be its Director as well as manager, company secretary, and
other employees may be appointed to manage the OPC.
• All shares of the OPC can be transferred to any other natural person subject to the provision of
section 38 of the Companies Act, 1994.6

6https://legalcirclebd.com/faq-on-company-law-in-
bangladesh/#:~:text=The%20Companies%20Act%2C%201994%20defines,for%20achieving%20a%20com
mon%20objective.

17
CHAPTER FOUR
Loopholes of the Company Act

4.1 Suggestions of the Experts

Nihad Kabir, a barrister, emphasized the necessity of a business-friendly
corporation law system. She suggested focused changes rather than a revision
of the Act. She criticized the one-person company's (OPC) unnecessarily high
paid-up capital requirement (BDT 25 lakhs), which undermines the
fundamental purpose of its establishment, namely to allow lone
entrepreneurs to benefit from the company structure. In order to increase the
RJSC's efficiency and transparency, she highlighted the need for greater ICT
resources and offered the following suggestions: use of electronic signatures,
electronic record-keeping, end-to-end usage of digital submissions for filing,
and online payment of necessary fees.
The Companies Act of 1994 has been suggested for a number of changes by
Mr. Justice Khurshid Alam Sakar. In the definitions section, he suggested
adding definitions for "Financial Report" (bearing in mind the Financial
Reports Act, 2015), "Inspector," and "Official Liquidator." In order to ensure
compliance with the Competition Act of 2012, he advised updating the
sections on corporate restructuring and mergers. He suggested expanding the
Company Court system and giving the Company Court authority to handle all
company-related issues. In response to complaints from small investors in the
capital market, he advised allowing the Bangladesh Securities and Exchange
Commission to file a case.
The Registrar, Mr. Md. Mokbul Hossain, requested a reduction in the paid-up
capital requirement for OPC. He stated that the RJSC had already purchased,
installed, and would soon be operating the equipment necessary to employ
electronic signatures to approve share transfers. He advised against adopting

18
Indian law when revamping our own since it would exacerbate local problems
rather than resolve them.7
In his keynote talk, ICSB President Mohammad Sanaullah, FCS, highlighted
certain critical elements of the Companies Act of 1994 reform. The following
fundamental ideas were suggested by other participants:
1. A requirement for naming a company secretary in a business with more
than Tk 50 million in capital.
2. A secretarial audit should be made available to check that businesses are
adhering to governance and legal requirements.
3. Government-owned businesses should be held to the same compliance
requirements as private businesses.
4. Regular filing should be made simple, quick, and affordable. Document
incompleteness or inaccurate disclosures should be taken seriously. The
penalty for late filing should be a non-discretionary late charge based on the
duration of default. The registration authorities should implement a system of
arbitrary file inspection.
5. A four-member corporate law tribunal needs to be constituted.
6. Covering different reports and returns for the Registrar of Joint Stock
Companies & Firms (RJSCF) and aligning the Central Depository System (CDS)
with the conventional system
7. The Companies Act should be given the most technological flexibility
possible.8
The hon’ble minister appreciated the reform proposals made and assured that
these will be considered by the Ministry of Commerce. He further requested
ALAP to submit the reform proposal in writing to the Ministry.

7https://www.thedailystar.net/law-our-rights/news/experts-suggest-company-law-reforms-bangladesh-
2094189
8 https://thefinancialexpress.com.bd/views/opinions/reforming-companies-act-1994

19
4.2 Reformation of the Act
In order to develop, promote, and regulate the profession of chartered
secretaries in Bangladesh, the Institute of Chartered Secretaries of Bangladesh
(ICSB), a statutory body under the Ministry of Commerce, organized a
workshop on the Reforms of Companies Act-1994 on the occasion of the
organization's 20th anniversary.
All workshop participants agreed that such evaluations would be useful in
developing a suitable legislative proposal to address the needs of our nation's
expanding economy. All emphasized that the Companies Act of 1994 needed
to be completely revised as a matter of urgency. The urgent need for
modification of the Companies Act of 1994 was acknowledged by both
Commerce Secretary Shubhashis Bose and Minister of Commerce Tofail
Ahmed. Reforms seldom happen quickly, according to the experts at the ICSB,
and they require extensive teamwork.9

4.3 Why Reforms are needed

The requirements of corporate governance in firms cannot be met by our
Companies Act, which is 18 years old, out of date for contemporary business
operations, and ineffective. The Companies Act outlines the fundamental legal
provisions pertaining to the rights and ownership responsibilities of
shareholders of companies, particularly in banking companies. These rights
include the right to a secure method of share ownership and transfer
registration, the right to audited financial statements and other pertinent
information on a regular basis, the right to participate in general shareholder
meetings and cast votes, the right to elect and remove board members, and
the right to share in company profits. In our case, a number of corporate
failures have already happened as a result of failing to develop corporate
governance in the firm management as a whole, particularly in the area of our
capital market.10

9 https://thefinancialexpress.com.bd/views/opinions/reforming-companies-act-1994
10 https://thefinancialexpress.com.bd/views/opinions/reforming-companies-act-1994

20
CHAPTER FIVE
Amendments in the Company Act 1994

5.1 Recent Changes in the Companies Act 1994

The Companies Act (1st Amendment) 2020 and the Companies Act (2nd
Amendment) 2020, enacted on February 25th and November 26th, 2020,
respectively, each made two amendments to the Companies Act, 1994. The
revisions include very significant improvements that were added to carry out
the World Bank Ease of Doing Business guidelines. The introduction of the
One Person Company, the clarification of the share transfer registration
process, the digitization of records, and other changes are among the
adjustments. The common seal requirements have also been eliminated. The
said amendments are thoroughly described in this article.

5.2 Companies Act (1st Amendment) 2020 dated 25.02.2020

According to the modified Section (Execution of deeds), a corporation may, in
writing, appoint any person as its attorney to execute deeds on its behalf in
any location, inside or outside of Bangladesh, either generally or with regard
to any specific subjects. Each document that this attorney signs on the
business's behalf is legally binding.
The required necessity of a common/official seal has been removed from
sections 128 and 129.
The Companies Act of 1994 has been repealed, namely Section (). Due to the
most recent modification, it is no longer necessary to demand seals or seals
for the authentication of documents needed for or associated with the
registration of corporations.
Furthermore, Sections 208, 225, and 363 of The Companies Act of 1994 have
repealed the requirement for an official/common seal.

21
5.3 Companies Act (2nd Amendment) 2020 dated 26.11.2020
Previously, the Companies Act required at least 2 shareholders and 2
directors before a private limited company could be registered. The idea of a
one-person business is well-liked abroad. The notion of a One Person firm has
also been introduced by the government into Bangladeshi law, and such a firm
will be known as an OPC. According to Section (2)(1) (B B) of the Companies
Act, 1994, a One Person corporation (OPC) is any corporation with a single
natural person as its shareholder.
A new Section 11 (A A) [Indication of Limited Company] has been added that
mandates the use of the term "PLC" at the conclusion for public limited
companies. Additionally, the One Person Company shall have "OPC" written
after it, according to the revised Section 11 (A C); however, this requirement
will not apply to NGOs or companies limited by guarantee.
The insertion of Section 38(3)(A), which requires the share transferee's
signature to be verified in the transfer document, is a significant change.
Section 85(1) now contains three additional subsections.
In addition, Section 262 of the Companies Act of 1994 has a new subsection G.
In the substituted clause, unsecured creditors are given precedence over
secured creditors when the company's assets are pledged to pay off debts.
Section 327 (Fraudulent preference) now has two additional subsections,
numbered 4 and 5.
Important changes have been made in regards to the creation, registration,
management, etc. of the OPC.
The aforementioned adjustments are anticipated to lighten the load on
business owners and provide clarification on several matters. Many
proprietorship concerns will be able to quickly transition their firm into a
professional way thanks to the OPC concept.11

11https://juralacuity.com/recent-changes-to-the-companies-act-
1994/#:~:text=The%20amendments%20include%20the%20abolition,%2C%20digitalization%20of%20rec
ords%2C%20etc.

22
CHAPTER SIX
Conclusion and Acknowledgement

6.1 Conclusion
Companies in Bangladesh are governed by the Companies Act of 1994 (Act
XVIII of 1994). On September 11, 1994, the President of the People's Republic
of Bangladesh gave his approval. The Companies Act of 1913, which was
revised in 1915, 1920, 1926, 1930, 1932, 1936, 1938, 1949, and 1969, 1973,
and 1984, controlled company law prior to its implementation in 1994. To
promote effective corporate governance, one of the key goals of the
Companies Act of 1994. With certain modifications made in the Act of 1913, it
is primarily based on the English Companies Act of 1908. The requirements of
corporate governance in firms cannot be met by our Companies Act, which is
18 years old, out of date for contemporary business operations, and
ineffective. The basic legal requirements for shareholders of companies,
particularly those in the banking industry, are outlined in the Companies Act.
These requirements include the right to a secure method of share ownership
and transfer registration, the ability to obtain audited financial statements
and other pertinent information on a regular basis, the right to participate in
general shareholder meetings and cast votes for board members' election and
removal, and the ability to share in company profits.

6.2 Acknowledgement
By using the Documents review method the author of this study only
gathered secondary data within the limitations. The author of this study
would like to thank Nushera Tazrin Darin ma'am for giving support and
guidance to finish this study.

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Bibliography

Books
● Panda,G.S(2010);Law of torts;Faridabad(Haryana) ;Allahabad Law
Agency.
Websites
● 1 https://www.icsi.edu/Portals/86/Bare%20ACTS/Bangladesh%20COMPANIES%20ACT.pdf

● 1 https://www.analyticsfordecisions.com/methods-of-collecting-data/ (access date:2/1/2023)

● https://en.banglapedia.org/index.php/Companies_Act_1994
● https://www.icsi.edu/media/portals/86/bare%20acts/Bangladesh%20COMPANIES%20ACT.pdf

● 1https://juralacuity.com/recent-changes-to-the-companies-act-
1994/#:~:text=The%20amendments%20include%20the%20abolition,%2C%20digitalization%20of
%20records%2C%20etc.
● 1 https://thefinancialexpress.com.bd/views/opinions/reforming-companies-act-1994

● https://www.thedailystar.net/law-our-rights/news/experts-suggest-company-law-reforms-
bangladesh-2094189
● https://legalcirclebd.com/faq-on-company-law-in-
bangladesh/#:~:text=The%20Companies%20Act%2C%201994%20defines,for%20achieving%
20a%20common%20objective.
● https://www.icab.org.bd/icabadmin/uploads/ckeditor/6665Corporate%20Laws%20Manual%
20Final%202021.pdf
●

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