Bangladesh Company Constitution

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    Simplified The Framework of Bangladesh Company Constitution With NetworkBD

    Companies are regulated by their Constitutions, which outline the rules by which they must operate. It describes the company’s activities, its legal name, and the procedures its members will use to interact and conduct business. Additionally, it specifies the rights and privileges of the company and its members and officers. The company must always act in accordance with its constitution. Therefore, preparing an appropriate constitution before you incorporate a company is an important step.

    Bangladesh Company Constitution-01 (1)

    Our Dynamic Consultation for Contents of the Company Constitution

    The Companies Act does not specify what should specifically be in a company’s constitution, with the exception of some mandatory sections. For the most part, the constitution will contain various provisions regarding the internal management of the company, such as shareholders’ rights, shareholder conduct, share transfer rules, appointment and powers of directors, and directors’ meetings.


    In accordance with the Companies Act, the following sections of a company’s constitution must be mandatory:


    1. Clause of the name


    The name of the company is stated here as it has been approved by the company registrar. When conducting business and in official documents, this name will always be used. Several guidelines must be followed when choosing the name of the company.


    2. Provisions regarding registered offices


    The location of the company’s registered office is specified in this clause. At the company’s registered office, statutory registers, minutes, etc. are maintained.


    3. Clause of Liability


    As part of its constitution, the company must define the extent of its members’ liability. It clarifies the position of members and their liability in the event of a dissolution of the company.


    4. The capital clause


    This clause specifies the share capital amount of the company and the division of the share capital into fixed-value shares.


    5. Clause of Subscribers


    The clause should state A list of those who subscribed to the constitution as well as their full name, address, and occupations.

    Each subscriber agrees to take a certain number of shares in the capital of the company.


    6. Clause of objects


    The company must state what business it intends to conduct. This should include the main objectives as well as ancillary ones.

    It is optional to include an object clause in a constitution. There can, however, be certain restrictions on a company’s capabilities, rights, and powers, as well as privileges. The constitution can include a clause prohibiting a company from engaging in risky or immoral activities, such as dealing in weapons.


    7. Regulations


    A typical constitution will also include various rules on how the company will be run in addition to the mandatory clauses listed above. A company’s daily operations are governed by these rules. These are the rules that govern a company’s daily operations. It is up to the company to frame this part of the constitution.

    NetworkBD Offer Guidance in Developing The Constitution

    The constitution needs to be drafted first by someone who wishes to form a new company. Any provision that a company does not include in its constitution can lead to ambiguities and difficulties later on. The constitution must be drafted according to the Company Law and the main objective of the business.


    In drafting the constitution An agreement signed by all subscribers to form the corporation must be contained in the constitution

    Consider the business objective and purpose when formulating rules for the company’s operations.

    Creating Roadmap for the Effects of Constitution Adoption

    The constitution automatically creates a contract between the company and its members, as well as amongst the members themselves.


    The constitution of a company shall, when registered, bind the company and the members to the same extent as if it had been signed and sealed by each member, and contain a covenant on their part to observe all of the provisions of the constitution.

    Know About Altering The Constitution Of The Company

    The constitution of a company can be altered by a special resolution. The amendment will be incorporated into the original constitution from the date of passage. The company must notify the Registrar within 14 days of the resolution or any court order that affects its constitution. A notice and certificate of incorporation are issued by the Registrar as a confirmation that the constitution has been amended.

    Get In-Depth Company Constitution Consultation Service with NetworkBD

    The company’s constitution defines the scope of its activities. It is the basis for the company to begin its operations. Before a company can be incorporated, it must have a constitution. As one of the most important documents, the company should take great care when drafting it.

    FAQs For Bangladesh Company Constitution

    Who can remove a director from a company?

    A company has the power to remove a director by passing a general resolution, because the director has not been appointed by the central government or the tribunal. All directors will be called for a board meeting with seven days’ notice.

    Can you remove a company director without their consent?

    Yes, you can remove a company director without their consent.

    What is the membership limit in case of private company?

    Minimum 2 and maximum 200 members: A private company can have a minimum of two members (but only one if a single company is sufficient), and a maximum of 200 members. Limitable transfer of shares: Private companies, like public companies, cannot freely transfer their shares to the public.

    What is the minimum number of members in a private company?

    Two members Private Limited Company is one of the most common type of companies in Bangladesh , requiring at least two directors, two members and two shareholders to legally register itself.

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