Articles of association sit alongside the memorandum of association in the constitutional record of a locally incorporated company in Bangladesh. The distinction matters at incorporation and when a company considers changes to its governing documents. The Companies Act, 1994 (Act No. 18 of 1994) sets out the legislative framework, while the Registrar of Joint Stock Companies and Firms (RJSC) publishes registration and returns materials that refer to the documents and to particular resolutions.
Why the statutory record matters
The official record is dated 12 September 1994 and records commencement on 1 December 1994. Its online statutory material is presented in Bengali with some English parentheticals. The statutory text and the relevant company documents therefore remain central to any reading of a company’s constitutional position. 1
The statutory setting
For a locally incorporated company in Bangladesh, articles of association are a statutory constitutional-document category under the Companies Act, 1994 (Act No. 18 of 1994). The Act separately defines “articles” and the “memorandum of association”. In the statutory definition, articles include a company’s articles and the applicable regulations in Schedule I. 1
Articles and the memorandum are distinct documents
The Act treats the articles and the memorandum as distinct constitutional documents. At the high level relevant here, section 17 addresses articles for particular company types and describes them as containing provisions concerning the management of the company’s affairs. It also connects registration of the articles with registration of the memorandum. 1
The interaction between the documents depends on the Act and on the relevant company’s facts and instruments.
What the Act addresses at a high level
The Companies Act addresses the relationship between articles and Schedule I regulations in particular circumstances. It also addresses the form and execution of articles, including matters of presentation, signing and attestation. 1
Subject to the Act and to conditions in the memorandum, section 20 provides for alteration of articles by special resolution. Section 22 gives registered constitutional documents a specified statutory effect between the company and its members, and also addresses money payable by a member under those documents. The effect of a particular clause, amendment, transaction or dispute turns on the relevant documents and circumstances. 1
RJSC’s published registration materials
The Registrar of Joint Stock Companies and Firms (RJSC) states that it facilitates company formation, incorporates companies and administers applicable statutory provisions. It presents registration and returns filing as distinct business processes. 9
RJSC’s published registration page lists a memorandum and articles among the materials for private-company and public-company registration applications. The same page identifies other entity-specific materials. The published list identifies the Registry materials for those applications; the applicable documents may depend on the entity and application. 4
Changes after incorporation
Questions about changing articles engage the Act, the existing memorandum and articles, and the statutory provision on alteration by special resolution. RJSC’s returns guidance treats changes as a returns-filing category and identifies Form VIII for a special or extraordinary resolution, including alteration of articles. The form itself refers to section 88(1). 1 8
The cited official materials do not set out a general answer on whether or how a form applies in a particular case. They do not establish a deadline, form sequence, voting requirement, fee, effectiveness rule or Registry outcome for every alteration. Current statutory text, live Registry materials and the facts of the company remain material when considering a proposed change.
Reading the constitutional documents together
The statutory framework identifies the place of articles within a company’s constitutional documents. It does not establish that a standard article form suits every company type, that an alteration will be valid or binding in particular circumstances, or that articles determine outcomes beyond the statutory relationship described in section 22. 1
A constitutional-document question is read against the current law, the relevant memorandum and articles, the company’s type and facts, and any applicable Registry material.
Sources checked
The official Bangladesh Laws and RJSC materials cited here were accessed on 21 September 2026. The public Companies Act page does not display a consolidation or page-update date, and the cited RJSC guidance and form pages are undated; those dates are material when reading the published record.