Alteration of the Objects Clause of the Memorandum of Association of a Company

Bangladesh’s Corporate / Company litigation legal framework is governed primarily by the Companies Act, 1994, which outlines the legal procedures for the incorporation, operation, and dissolution of companies. However, when disputes arise or corporate compliance needs to be rectified through judicial channels, parties must rely on specific sections of this Act and supplementary laws depending on the situation.

At Kazi Law Chamber, we provide end-to-end Corporate litigation support in matters related to company law, drawing upon decades of experience in representing both corporate entities and shareholders before the Company Bench of the Hon’ble High Court Division of the Supreme Court of Bangladesh.

Common Areas of Company Law Litigation

Our firm routinely handles applications, disputes, and compliance corrections, including but not limited to the following areas:

• Alteration of the Objects Clause in the Memorandum of Association

• Rectification of the Share Register

• Reduction of Share Capital 

• Condonation of delay in holding the AGM

• Condonation of delay in filing the Return of Allotment 

• Condonation of delay in registering Mortgages or Charges

• Mergers, Demergers, and Corporate Restructuring

• Mergers & Acquisition

• Protection of Minority Shareholders

• Judicial Winding-Up of Companies

Alteration of the Objects Clause of the Memorandum of Association

The objects clause in a company’s Memorandum of Association defines the company’s primary purpose and limits its operational scope. Under Sections 12 and 13 of the Companies Act, 1994, a company may alter its objects clause by passing a special resolution. This is necessary in circumstances where a company seeks to expand its business, introduce new methods of operation, enter new markets, combine activities, sell or dispose of significant undertakings, or restructure through mergers or amalgamations.

Such an alteration must be initiated by convening an Extraordinary General Meeting (EGM), for which at least 21 days’ notice must be served to the shareholders. During this meeting, the proposed alteration is adopted through a special resolution passed by the required majority of shareholders. Once adopted, the company must apply to the Company Bench of the High Court Division for confirmation under the prescribed legal procedure.

The Court, upon admission of the application, will usually direct that public notice of the proposed changes be published in two national daily newspapers, one in Bengali and one in English, to inform all stakeholders and the public. The company is then required to submit an affidavit-in-compliance certifying that all procedural requirements, including publication, have been fulfilled.

During the hearing, the Court examines whether the proposed alteration meets the legal standards set out in the Companies Act and whether it serves a legitimate commercial purpose. If satisfied, the Court grants permission for the amendment, often subject to a nominal donation to a recognised charitable organization. Thereafter, the amended Memorandum of Association, along with a certified copy of the Court's order, must be filed with the Registrar of Joint Stock Companies and Firms (RJSC) for registration and final compliance.

It is also important to note that if the proposed alteration potentially affects creditors, partners, or other stakeholders, notice must be issued to them, and in some cases, a No Objection Certificate (NOC) may be required from creditors under the Bank Companies Act or other relevant laws. At Kazi Law Chamber, our lawyers ensure that such filings are precise, timely, and strategically structured to avoid delays and objections. Our corporate lawyers have extensive experience handling a wide range of matters before the Company Bench of the High Court Division, including alteration of the objects clause in the Memorandum of Association, rectification of the share register, reduction of share capital, condonation of delay in holding the AGM or filing the return of allotment, and registration delays involving mortgages or charges. We also advise on complex proceedings involving mergers, demergers, corporate restructuring, minority shareholder protection, and judicial winding-up of companies, offering strategic legal solutions tailored to each client’s business objectives.