The articles of association in Bangladesh are the internal rulebook of every company registered with RJSC: they decide who controls the board, how shares move, how meetings run and what investors can veto. Get them right at incorporation and most later disputes never start.
- Every company registered under the Companies Act 1994 is governed by its memorandum and its articles; the articles regulate internal management.
- If a company limited by shares files no articles, or is silent on a point, the model regulations in Table A of Schedule I apply by default.
- Articles can be altered only by special resolution, which needs a three-fourths majority, and the change must be filed with RJSC.
- Investor rights in a shareholders agreement are far safer when they are mirrored in the articles.
- A private company's articles must restrict share transfers, cap membership at fifty and bar public invitations to subscribe.
Under the Invest Bangladesh Act 2026, effective 23 August 2026, the Bangladesh Investment Development Authority (BIDA), the Bangladesh Economic Zones Authority (BEZA) and the PPP Authority were merged into a single body, Invest Bangladesh. References below to BIDA, BEZA or the PPP Authority should be read as references to Invest Bangladesh. BEPZA continues as a separate authority.
What the articles of association in Bangladesh are
Under the Companies Act 1994, a company is constituted by two documents. The memorandum of association sets out the company's name, registered office, objects, liability and capital. The articles of association set out the rules for running the company day to day.
Put simply, the memorandum tells the outside world what the company is, while the articles of association in Bangladesh govern the inside. The articles tell the directors and shareholders how it works. Both are filed with the Registrar of Joint Stock Companies and Firms (RJSC) when the company is incorporated, and both become public documents.
Once registered, the memorandum and the articles of association in Bangladesh bind the company and every member as if each member had signed them. That contractual effect is why a well-drafted AoA matters so much: courts will read it as the bargain between shareholders.
How the articles relate to the memorandum and the Act
There is a clear hierarchy. The Companies Act 1994 overrides both documents. The memorandum overrides the articles. The articles cannot give the company powers its memorandum does not have, and any article that contradicts the Act is void to that extent.
In practice, most conflicts we see arise because founders copied a template without checking it against their memorandum, or later signed a shareholders agreement that the articles never caught up with.
Table A: the default articles of association in Bangladesh
Schedule I of the Companies Act 1994 contains Table A, a set of model regulations for a company limited by shares. A company may adopt Table A in full, adopt it with changes, or exclude it and register its own articles.
Where a company limited by shares does not register articles, Table A applies automatically. Where it registers articles but does not exclude or modify Table A, the Table A regulations fill any gaps. This default rule catches many founders by surprise, because Table A contains provisions on calls, forfeiture, transfer and board procedure that may not suit a modern company.
If your articles are meant to be a complete code, say so expressly. A short clause excluding Table A avoids arguments later about which regulation applies to a quorum, a casting vote or a share transfer.
When Table A is good enough
For a small, owner-managed company with two founders and no outside investors, Table A with a few tailored clauses can work. It is tested, familiar to RJSC and familiar to banks.
Once there are investors, foreign shareholders, a planned fundraise or different classes of shares, bespoke articles are almost always the better choice.
What articles of association in Bangladesh should cover
There is no single required format, but good articles of association in Bangladesh tend to deal with the same core topics. Use the table below as a drafting checklist.
| Topic | What to decide | Why it matters |
|---|---|---|
| Share capital and classes | Ordinary and preference shares, rights attached to each class | Sets voting, dividend and return-of-capital rights |
| Allotment and pre-emption | Whether new shares must first be offered to existing members | Protects founders and investors from dilution |
| Transfer of shares | Board approval, rights of first refusal, tag-along and drag-along | Controls who can become a shareholder |
| Directors | Number, appointment rights, nominee directors, removal | Decides who actually runs the company |
| Board meetings | Notice, quorum, chair, casting vote, virtual meetings | Prevents deadlock and procedural challenges |
| General meetings | Notice periods, quorum, proxies, written resolutions | Shapes how shareholders make decisions |
| Reserved matters | Decisions needing investor or supermajority consent | Gives minority investors meaningful protection |
| Dividends and reserves | Declaration, interim dividends, capitalisation | Clarifies when and how profits are distributed |
| Deadlock and exit | Escalation, buy-sell mechanisms, valuation | Gives a route out when shareholders disagree |
Mandatory clauses for a private company
A private company in Bangladesh is defined by its articles of association. To qualify, the articles must restrict the right to transfer shares, limit the number of members to fifty (not counting employee and former employee members), and prohibit any invitation to the public to subscribe for shares or debentures.
If those three restrictions are missing, the company does not meet the statutory definition of a private company, which affects everything from minimum directors to filing obligations. RJSC will normally query articles that omit them.
Clauses that help companies with foreign shareholders
Companies with overseas investors benefit from articles that allow board and general meetings by video conference, permit nominee directors and alternate directors, and set out how documents signed abroad are to be executed. These clauses work alongside the investment registration process with the Bangladesh Investment Development Authority, which we cover in our guide to foreign direct investment in Bangladesh.
Drafting articles of association in Bangladesh that investors accept
Investors read the articles of association in Bangladesh before they read the business plan. They want to see that their economic rights and control rights cannot be changed without them. Here is how to draft with that in mind.
Mirror the shareholders agreement
A shareholders agreement is a private contract. It binds the parties who sign it, but it does not automatically bind the company or future shareholders. If a key investor protection, such as a veto over new share issues, sits only in the shareholders agreement, a transfer made in breach of it may still be registered.
The safer practice is to copy the core protections into the articles: transfer restrictions, pre-emption rights, reserved matters, board appointment rights and the deadlock mechanism. Then state that if the two documents conflict, the parties will vote to amend the articles to match the agreement.
Keep the language precise
Ambiguous drafting is the root of most shareholder litigation we handle. Define every capitalised term. Avoid phrases such as "reasonable consent" without saying who decides. Specify notice periods in days and say how notice is served, including by email.
Plan for growth
Founders often draft articles for the company they have today rather than the company they want in three years. Building in an employee share option pool, a mechanism for issuing preference shares, and a clear process for future funding rounds avoids the cost of repeated amendments.
How to amend articles of association in Bangladesh
Changing the articles of association in Bangladesh is a shareholder decision. A company may alter or add to its articles by special resolution, subject to the Companies Act 1994 and the conditions in its memorandum. The process is straightforward, but missing a step can make the change ineffective.
- Review the existing documents. Read the current articles, the memorandum and any shareholders agreement so the change does not create a new conflict.
- Draft the amendment. Prepare either the specific changes or a full set of new articles. A full restatement is cleaner when the changes are extensive.
- Hold a board meeting. The directors approve the draft and resolve to convene a general meeting to pass a special resolution.
- Give proper notice. A special resolution requires at least twenty-one days' notice specifying the intention to propose it, unless members entitled to attend agree to shorter notice as the Act allows.
- Pass the special resolution. At least three-fourths of the votes cast by members present in person or by proxy must be in favour.
- File with RJSC. A copy of the special resolution must be filed with the Registrar within fifteen days of being passed, together with the altered articles, through the RJSC online system.
- Update the records. Amend the company's statutory registers, update bank mandates if signing rules changed, and circulate the new articles to directors and shareholders.
The alteration takes effect from the date of the special resolution, but until it is filed it may be difficult to rely on against third parties such as banks. File promptly.
Limits on changing the articles
The power to amend is wide, but it is not unlimited. An alteration cannot contradict the Act or the memorandum. A member will not normally be bound by an alteration that increases their liability to contribute capital unless they agree in writing. And where rights attached to a class of shares are varied, the variation procedure in the articles and the Act must be followed, which usually means separate consent from that class.
Filing articles of association with RJSC
New companies file their articles of association in Bangladesh at incorporation through the RJSC online registration portal. The articles are uploaded with the memorandum and the other incorporation forms, and RJSC reviews them before issuing the certificate of incorporation.
Stamp duty is payable on the memorandum and the articles. The rates are set under the Stamp Act 1899 as amended by successive Finance Acts, so check the current schedule on the RJSC website or with your adviser before filing. Registration fees are calculated on authorised capital.
For an overview of the full incorporation route, see our step-by-step company formation guide.
RJSC frequently returns articles that omit the private company restrictions, use a company name different from the name clearance, refer to the wrong share capital, or are not signed by every subscriber. A final cross-check against the name clearance certificate and the memorandum saves weeks.
Articles of association for one person companies
The Companies (Amendment) Act 2020 introduced the one person company (OPC) to Bangladesh. An OPC has a single shareholder and must name a nominee who will take over if the sole member dies or becomes incapable.
The articles of an OPC are simpler, but they still need to deal with how the sole director acts, how decisions are recorded in place of meetings, and what happens on conversion to a private company when the business grows. We explain the conversion rules in our guide to OPC formation.
Board and shareholder decisions under the articles
The articles of association in Bangladesh decide which body takes which decision. As a rule, the board manages the business and the shareholders decide constitutional matters, such as changing the articles, altering capital or approving a scheme.
Clear allocation avoids disputes over authority. For example, if the articles reserve the appointment of the managing director to the shareholders, a board resolution alone will not do. Our guide to board resolutions explains how resolutions should be drafted and recorded.
Quorum and casting votes
Quorum provisions are where deadlock usually starts. If an investor's nominee director must be present for a quorum, the investor can stop the board meeting by staying away. Good articles provide that if a meeting is inquorate twice, the adjourned meeting can proceed without that director.
A chair's casting vote can break a deadlock, but it shifts control to whoever appoints the chair. In joint ventures, it is common to remove the casting vote and rely on an escalation and buy-sell mechanism instead.
Articles of association in Bangladesh for joint ventures
Joint ventures put more pressure on the articles than any other structure. Two or more owners, often from different countries and with different priorities, must share control of one company. The articles of association in Bangladesh are where that balance is fixed.
Start with board composition. Each venturer usually appoints directors in proportion to its shareholding, with a right to remove and replace its own nominees. The articles should also say who appoints the chair and the managing director, and whether those roles rotate.
Next, list the reserved matters. These are decisions that need the consent of every venturer, or of a supermajority, such as changing the business plan, borrowing above a threshold, entering related-party contracts or admitting a new shareholder. Writing reserved matters into the articles of association in Bangladesh, and not only into the joint venture agreement, makes them enforceable against the company itself.
Finally, plan the exit. A joint venture that has no agreed route out tends to end in court. Typical tools include a right of first refusal, a call option on breach, and a buy-sell clause that lets one venturer name a price at which the other must either buy or sell. Each needs a valuation method that an independent expert can apply.
Foreign joint venture partners
Where one partner is a foreign company, the articles of association in Bangladesh should also deal with the practicalities of remote governance: meetings by video, electronic signatures where permitted, and service of notices by email. Funds brought in as share capital must be routed through banking channels so that dividends and sale proceeds can later be repatriated.
Common mistakes with articles of association in Bangladesh
These are the problems we see most often when reviewing articles of association in Bangladesh that companies have already filed:
- Copied templates. Articles copied from another company or another country, with clauses that do not fit the Companies Act 1994.
- Silent on deadlock. Two equal shareholders and no mechanism to resolve a disagreement.
- Investor rights left out. Protections negotiated in a term sheet that never made it into the articles.
- No transfer process. Restrictions on transfer that do not say who decides, how fast, or at what price.
- Old meeting rules. No provision for virtual meetings or electronic notices, which causes problems for overseas directors.
- Unfiled amendments. Special resolutions passed but never filed with RJSC.
Each of these can be fixed by special resolution. The cost of fixing them before a dispute is a small fraction of the cost of litigating afterwards in the company bench of the High Court Division.
Frequently asked questions about articles of association in Bangladesh
Is it compulsory to file articles of association in Bangladesh?
A company limited by shares may rely on Table A instead of registering its own articles. Companies limited by guarantee and unlimited companies must register articles. In practice, almost every company files its own articles because Table A rarely fits a modern business.
Can a shareholders agreement override the articles?
Not against the company or third parties. The articles are the company's constitution. A shareholders agreement binds only its signatories, so important rights should be written into the articles as well.
How long does it take to amend the articles?
Allow for at least twenty-one days' notice before the general meeting unless short notice is properly agreed, then file within fifteen days. With preparation and RJSC processing, three to six weeks is a realistic plan.
Do foreign shareholders need anything special in the articles?
The law does not require special clauses, but articles that allow virtual meetings, nominee and alternate directors and electronic notices make life far easier for overseas investors and their nominees.
Can the articles restrict who can buy shares?
Yes. A private company must restrict transfers, and the articles can require board approval, a right of first refusal for existing shareholders, or a fair-value pricing mechanism.
How we can help
We draft and review articles of association in Bangladesh for start-ups, family businesses, joint ventures and foreign-owned subsidiaries, and we handle the special resolution and RJSC filing end to end. If you are raising investment, restructuring ownership or resolving a shareholder dispute, start with the articles. Learn more about our corporate law practice.
Need your articles drafted or reviewed?
We review articles of association against your shareholders agreement and the Companies Act 1994, and manage the amendment and RJSC filing for you.
Book a consultationCorporate practicePrimary sources: the Companies Act 1994 on the Laws of Bangladesh portal; filing guidance from the Registrar of Joint Stock Companies and Firms; investment registration through BIDA.
This article is general information about Bangladeshi law as of 2026 and is not legal advice. Fees, forms and procedures change; confirm current requirements with RJSC or a qualified lawyer before acting.
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