Memorandum and Articles of Association in Bangladesh: A 2026 Guide

A Bangladesh company’s memorandum of association and articles of association are not merely incorporation papers. They are the company’s constitutional record: they identify the company and its stated objects, frame share-capital and liability concepts where relevant, and establish key internal rules for how the organisation is run. Their importance persists after registration. They can affect governance decisions, investor diligence, financing, share transactions and applications that require evidence of the company’s constitution.

This guide explains the current statutory and registry position at 18 October 2026 for a locally incorporated Bangladesh company. It is written for an international reader, so it separates verified legal requirements from practical document design. The appropriate drafting and approval route will depend on the legal form, proposed activity, ownership, sector, financing and any non-resident or regulated-business element.

Contents

1. What the memorandum and articles do
2. The memorandum: matters the Act requires
3. The articles: operating rules and statutory defaults
4. Incorporation and RJSC filing
5. Legal effect after registration
6. Changing the memorandum or articles
7. Practical drafting considerations
8. Foreign investment, group structures and regulated activity
9. Frequently asked questions
10. Sources and approvals

What the memorandum and articles do

The memorandum of association (often called the MoA) is the foundational document contemplated by the Companies Act, 1994. The Act permits seven or more persons—or, for a private company, two or more persons—associated for a lawful purpose to form an incorporated company by subscribing their names to a memorandum and completing the registration requirements. The Act recognises companies limited by shares, limited by guarantee and unlimited companies. [1] [2]

The MoA should therefore be approached as a record of the company’s basic constitutional choices, not a generic description copied from another enterprise. For a company limited by shares, the Act requires the memorandum to state the company name, registered-office address, objects, a statement that member liability is limited, and proposed share capital and its division into shares of fixed amount. It also requires each subscriber to take at least one share and state the number taken against their name. [2]

The articles of association (the AoA) deal with the company’s internal operating framework. The Act says that articles contain regulations for management of the company. Articles are mandatory for a company limited by guarantee and an unlimited company; a company limited by shares may have articles under section 17. [2] In practice, RJSC’s current registration checklist asks private and public company applicants to submit the memorandum and articles, so an incorporation team should plan to prepare both documents for the registry application rather than treat the statutory permission as a reason to omit a tailored AoA. [3] [4]

The distinction matters in transactions. The MoA normally answers questions such as: What legal entity is being formed? What are its objects? What share capital is proposed at formation? The AoA normally answers questions such as: Which corporate body makes a decision? How are shares dealt with under the company’s internal rules? What meeting and notice mechanics apply? How are directors appointed, and what procedures apply to board and shareholder decisions? The answer to any individual question remains document-specific. The Act, the filed constitution, any applicable regulation and the transaction documents must be considered together.

For investors and directors, the practical message is simple: read the registered MoA and AoA early. A term sheet, shareholders’ agreement, group policy or financing document may assume decision rights or transfer restrictions that the constitutional documents do not yet accommodate. Conversely, constitutional provisions may constrain a proposed process or require a particular resolution route. Alignment should be tested before a commitment is made.

The memorandum: matters the Act requires

The correct contents of an MoA depend on the form of company. The Companies Act prescribes different required statements for companies limited by shares, limited by guarantee and unlimited companies. A company limited by shares is the common commercial form, but it should not be treated as the default answer for every project.

For a company limited by shares, section 6 requires the matters listed above: name, registered office, objects, a statement of limited liability, and the amount and division of the proposed share capital. [2] The registered-office address and the address ultimately notified to RJSC are related but separate practical issues. RJSC’s Form VI is the prescribed notice for the situation of a registered office or a change to it; its published form says it must be filed within 28 days of incorporation or of the change, as applicable. [6]

For a company limited by guarantee, the MoA must state the name, registered office, objects, limited-liability statement and the amount that each member undertakes to contribute if the company is wound up within the stated period. If it has share capital, additional capital and subscriber-share statements apply. An unlimited company’s memorandum has different requirements. [2] Those distinctions are material; a template designed for a company limited by shares should not be adapted for a guarantee or unlimited company without a form-specific review.

The Act also prescribes formality. A memorandum must be printed, divided into consecutively numbered paragraphs, and signed by each subscriber in the presence of at least two witnesses, with subscriber address and description information. [2] The articles have corresponding printing, paragraph-numbering and signature/witness requirements. [2] These are not cosmetic details. They inform the execution version that should be retained and submitted to RJSC.

Objects need commercial discipline

The objects clause deserves particular attention. It should reflect the activity the Bangladesh company is actually intended to undertake, while avoiding a vague collection of unrelated activities that masks the proposed operating model. A broad formulation does not displace sectoral licensing, investment, foreign-exchange, tax, competition, land, employment, data, environmental or other requirements that may apply to a particular activity.

The Act restricts changes to memorandum conditions except in the cases and manner it permits. For alteration of objects, section 12 identifies specified purposes—such as operating more economically or efficiently, pursuing objects by new or improved means, changing territories, adding a conveniently or advantageously connected business, abandoning or restricting an object, disposing of an undertaking, or amalgamating with another company. The section requires a special resolution and court confirmation before the alteration has effect. It also provides for creditor and affected-party protections. [1] [2]

This is why the objects clause should be considered at formation rather than treated as an administrative afterthought. If the business plan later shifts from, for example, a straightforward trading activity to a regulated service, a reviewer should assess both the constitutional scope and the separate regulatory position. An amendment to the MoA does not itself grant a licence or permission.

The articles: operating rules and statutory defaults

An AoA converts ownership and management choices into an internal rulebook. The particular provisions should reflect the ownership structure and the business model. A founder-led private company with two shareholders will usually need different provisions from a company intended to take staged institutional investment, operate within a multinational group or prepare for a future public offering.

The Companies Act permits articles to incorporate all or any provisions of Schedule I. It also provides that, for a company limited by shares, where articles are not registered or a Schedule I regulation is not expressly excluded or modified, the applicable Schedule I regulations apply to the company’s management to that extent. [1] This statutory default mechanism is a practical reason not to assume that silence in a bespoke document creates freedom of action. The filed articles and applicable statutory defaults should be read together.

Useful topics to consider in tailored articles include the following:

• Shares and ownership mechanics: classes of shares, issue and allotment process, calls, liens where relevant, transfers, transmission and any internally agreed pre-emption or approval process.
• Decision-making authority: the allocation of matters between shareholders, directors, management and committees; quorum; notice; voting; written resolutions if contemplated; and delegations.
• Director framework: appointment, retirement or removal mechanics, directors’ meetings, voting and the treatment of interested directors, subject to the Act and the specific facts.
• Governance records: meeting procedures, minutes, registers and the officers responsible for maintaining the company’s corporate record.
• Capital and exit planning: a framework coherent with any planned fundraising, group reorganisation, transfer restrictions, drag/tag concepts or employee incentive arrangements, without assuming that a clause is enforceable or sufficient until the relevant law and documents have been reviewed.

These are practical design questions, not a statutory checklist. A provision can be commercially desirable yet unsuitable for the chosen company form, inconsistent with the MoA, incomplete for the intended investor rights, or subject to statutory and regulatory constraints. The articles should be drafted with the shareholders’ agreement and investment documents in view, not after they have been finalised.

A private agreement can allocate obligations between its parties, but it does not remove the need to check the registered constitution and company-law approval route. Where a shareholders’ agreement, financing agreement or group policy requires an action that is not reflected in the MoA or AoA, the necessary amendment, consent or resolution should be identified before closing.

Incorporation and RJSC filing

The Registrar of Joint Stock Companies and Firms (RJSC) publishes the current public process materials for registration. Its registration guidance says promoters with name clearance where applicable prepare the MoA, AoA, forms and schedules; arrange applicable adhesive stamps; submit the application online to the designated RJSC office; and pay the applicable registration fee. RJSC states that it issues a certificate of incorporation when satisfied that the required name clearance, documents, stamps and fees have been provided. [4]

For a private company, RJSC’s published checklist identifies the MoA and AoA, Form I (declaration on registration), Form VI (registered-office notice), Form IX (director consent), Form X (list of persons consenting to be directors), Form XII (particulars of directors, manager and managing agents), evidence of name clearance, and prescribed stamps and treasury-challan evidence. The public-company list includes additional items, including Form XIV and, where necessary, Form XI, plus a prospectus or Schedule IV statement in lieu of prospectus. [3] The entity type and facts should be confirmed before an application pack is prepared.

Form I is particularly important because it is a declaration of compliance under section 25. RJSC’s published form may be made by an advocate entitled to appear before the High Court, a person engaged in formation, or a person named in the articles as director, manager or secretary, in the circumstances stated in the form. It declares that requirements of the Act relating to matters precedent and incidental to registration have been complied with, subject to payment items identified there. [5] The person signing should therefore have a properly supported basis for the declaration.

The following is a practical, not exhaustive, preparation sequence:

1. Set the facts before drafting. Identify proposed activity, company type, founders or investors, initial directors, share-capital position, registered-office plan, proposed name and whether non-resident ownership, a group structure or a regulated sector is involved.
2. Prepare a coherent constitution. Ensure the MoA’s name, objects, office and capital statements are consistent with the AoA, subscription details and incorporation forms. Check the chosen rules against the intended ownership and authority model.
3. Obtain or confirm name clearance where applicable. RJSC publishes a name-clearance application form and its registration guidance treats evidence of name clearance as part of a local private or public company application. [3] [4]
4. Complete the prescribed filings and execution formalities. Do not substitute a non-standard form for the published RJSC form without confirming that it is accepted. Preserve executed originals and supporting authorisations.
5. Check current fees and submission mechanics immediately before filing. RJSC publishes a fee schedule and an online fee calculator. Fees, stamps, portal steps and documentary expectations can change; neither a historic estimate nor a third-party checklist should be treated as conclusive. [7]
6. Treat incorporation as one step, not operating permission. A certificate of incorporation creates the corporate entity. It does not by itself answer whether the business may start every intended activity, take foreign investment, employ expatriates, make a regulated offer or obtain sector-specific approvals.

The Act provides that the Registrar, if satisfied with compliance, is to retain and register the filed MoA and articles within 30 days of receipt; if the Registrar does not register them, the Act describes communication of grounds after that period. This is a statutory provision, not a reliable forecast of end-to-end transaction timing or a promise of a registry outcome. [2] Submission readiness, queries, evidence, other approvals and the actual administrative process can all affect timing.

Legal effect after registration

After registration, the constitutional documents have real legal consequences. Section 22 provides that the registered MoA and AoA bind the company and its members to the same extent as if signed by every member, subject to the Act. Money payable by a member to the company under them is treated as a debt due from that member to the company. [1] [2]

That statutory effect does not mean that every corporate dispute can be resolved by reading a single clause. The correct analysis may involve the Act, the constitution, resolutions, statutory registers, shareholder arrangements, the conduct of those involved, any applicable regulator and court procedure. It does mean, however, that governance commitments and restrictions should be taken seriously before a company acts.

The Act also creates document-maintenance obligations. On a written request made with the prescribed fee, a company must send a member a copy of the MoA and, if applicable, the AoA within 14 days. It further requires every copy issued after an alteration to reflect that alteration. [2] This makes version control a governance issue, not just an administrative task. Companies should retain a clear record of the executed original, all special resolutions, RJSC acknowledgements and the current consolidated constitutional text.

For diligence, a buyer, investor or lender will usually want to reconcile the constitutional documents with the certificate of incorporation, RJSC filings, current directors and shareholders, registers, share certificates, resolutions and material agreements. Discrepancies may be benign, but they should not be assumed away. The question is often whether the company had the correct authority, followed its internal process and made required filings for the action being reviewed.

Changing the memorandum or articles

An amendment is not a single, uniform process. The route depends on what is changing.

Altering the articles

Subject to the Act and the memorandum’s conditions, section 20 permits a company to alter its articles by special resolution, including by addition, omission or other change. [1] [2] A special resolution under section 87 requires the majority required for an extraordinary resolution—at least three-fourths of eligible members present in person or by proxy where proxies are allowed—and ordinarily at least 21 days’ notice specifying the intention to propose it as a special resolution. The Act allows a shorter notice period if every member entitled to attend and vote agrees. [2]

Section 88 requires a certified copy of every special or extraordinary resolution to be filed with the Registrar within 15 days after it is passed. RJSC’s current returns guidance identifies Form VIII for special or extraordinary resolutions, including alterations of the MoA or AoA, and repeats the 15-day filing period. [8] The change should be framed precisely in the resolution, and the filed record, version-controlled amended document and corporate books should be updated consistently.

An amendment cannot, without written consent, bind a person who was already a member immediately before the alteration to take more shares than held at that time or increase that member’s contribution or payment liability. [1] [2] This protection is one reason why amendments affecting capital, payment exposure or rights should be reviewed against the shareholder base rather than handled as routine housekeeping.

Altering the memorandum

The MoA is more constrained. Section 10 states that its conditions cannot be altered except in the cases and manner expressly provided by the Act. [2] A name change requires a special resolution and the Registrar’s written approval; the amendment is complete after the Registrar records the new name and issues a certificate of incorporation in the changed name. The Act also says a name change does not alter the company’s rights, liabilities or existing legal proceedings. [1]

An objects amendment follows the section 12 court-confirmation route described earlier. Following court confirmation, the company must file a printed altered MoA and a certified copy of the order with the Registrar within 90 days or such extended time as the court permits. Until registration occurs, the alteration has no effect; failure to register within the relevant time has the consequences stated in section 16. [1] [2]

Share-capital changes require their own analysis. Section 53 permits a company limited by shares, if authorised by its articles, to alter its share-capital conditions through specified actions such as increasing capital, consolidating or dividing shares, converting paid-up shares into stock and cancelling unissued shares. The power must be exercised in general meeting. Section 54 then requires notice to the Registrar within 15 days for certain consolidation, division or conversion actions. [1] The articles, the form of resolution, the nature of the capital change, existing class rights, financing documents and RJSC return requirements should all be checked. It is unsafe to assume that a generic AoA amendment alone produces a valid capital restructuring.

Practical drafting considerations

A strong constitutional-document exercise begins with facts and future decisions, not the headings in a precedent. The following checks can help founders, investors and directors identify where tailored review is useful.

1. Start with the commercial model

Write down the immediate activity and the next realistic phase of the business. Will the company sell products, provide services, hold assets, operate in a regulated market, contract with affiliates, receive overseas capital or employ a management team separate from the shareholders? The responses can affect objects, authority rules, capital planning and the need for other approvals.

Avoid presenting the company as authorised to carry on a regulated activity simply because an object is included. The constitutional document and the permission to operate are different questions.

2. Match ownership to governance

A useful AoA makes clear who can appoint or remove directors, how reserved matters are approved, what constitutes a quorum, whether a shareholder or group company has nomination rights, and how a deadlock or transfer proposal is handled. In a joint venture or a company expecting venture investment, test the articles alongside the shareholders’ agreement before either is signed.

It is also prudent to identify whether any provisions interact with statutory minority or class-rights protections. For example, the Act provides a court route in certain class-rights variations for holders of at least 10% of the issued shares of the affected class who did not consent or vote in favour. [1] This should be assessed on the actual class structure and facts, rather than assumed to apply to every share change.

3. Keep the corporate record usable

A company should know which version of its MoA and AoA is current and where the supporting record sits. A practical records file may include the certificate of incorporation, executed constitutional documents, name-clearance evidence, subscriptions, director consents, board and shareholder resolutions, RJSC filings, registers and current copies of any relevant investment agreements.

Where an alteration is made, update the issued constitutional documents and preserve the prior version with the effective date and supporting resolution. This helps prevent a later diligence exercise from becoming a reconstruction exercise.

4. Treat standard wording with caution

Precedent language can be useful, but it should not dictate the outcome. Clauses on transfers, pre-emption, director powers, indemnity, meetings, share classes and drag or tag rights can have material commercial consequences. Their suitability depends on the Act, the company’s form, the existing capital structure, the stakeholder bargain and any other applicable regime.

A foreign parent’s template may be a starting point, but it should not be assumed to work unchanged for a Bangladesh company. Local company-law mechanics, RJSC filings and the intended operating model need to be considered.

5. Plan amendments before a transaction closes

A funding round, acquisition, group reorganisation or management change may require multiple steps: a constitutional amendment, shareholder approval, board approval, a capital action, an RJSC filing, updated registers and perhaps sectoral or foreign-exchange work. Build the sequence into the transaction plan. If a required approval or filing is left until after closing, the company can face uncertainty over authority, records or implementation.

For related support on the wider formation and governance questions, readers can explore TRW’s verified live pages on Company Formation and Entity Structuring, Corporate Law and Commercial Advisory and Corporate Governance and Compliance.

Foreign investment, group structures and regulated activity

A locally incorporated Bangladesh company with a non-resident investor still needs a coherent local constitution. Inbound investment, funding, securities activity, remittance and later exit can introduce a foreign-exchange dimension beyond the Companies Act. Bangladesh Bank’s published Guidelines for Foreign Exchange Transactions include chapters on foreign investment in Bangladesh and securities operations. The applicability, documents and route must be checked for the particular transaction and date. [9]

A branch, liaison office or representative office is a different legal-presence question from incorporation of a Bangladesh company. BIDA’s published commercial-office materials ask for the principal company’s MoA, AoA and certificate of incorporation for an office-permission application, together with other supporting materials. That shows why a foreign parent’s constitutional documents may be relevant to a Bangladesh entry plan, but it does not turn the office into a locally incorporated company or replace the separate approval route. [10]

Listed issuers, financial institutions, insurers, telecoms businesses, capital-markets participants and other regulated or licensed enterprises may face additional rules. Constitutional documents should not be drafted or amended in isolation from the applicable sector framework. Before relying on a provision concerning board composition, ownership, capital, transferability, business scope or disclosure, confirm whether a regulator, stock exchange, licence condition, investment approval or financing covenant creates a separate restriction.

For a cross-border group, the most useful first step is often a short document map: identify the Bangladesh entity, its current MoA and AoA, shareholder and group agreements, board delegations, proposed transaction documents, corporate approvals and the jurisdictions connected to ownership or funds. This does not replace legal analysis, but it exposes where the local constitutional position and the wider group plan may not yet match.

Frequently asked questions