Rectification of the Share Register 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

Rectification of the Share Register

Another significant area of corporate litigation involves disputes concerning entries in the company’s share register. Under Section 34 of the Companies Act, every company is obligated to maintain a register of its shareholders. This register must accurately reflect the names, addresses, shareholding quantities, and dates of entry and cessation of members.

When errors occur, such as unjustified inclusion, wrongful omission, or failure to timely record changes in shareholding, those affected may approach the Court for rectification of the register under Section 43 of the Companies Act. The provision is broad enough to allow applications from the aggrieved individual, any member of the company, or the company itself.

Before initiating Company litigation, it is standard practice to serve a legal notice to the company, requesting correction. If unresolved, the petitioner may file an application with the High Court. Upon admitting the application, the Court generally requires the notice to be published in two daily newspapers (one Bengali and one English), allowing third parties the opportunity to object or intervene, if necessary.

The petitioner must also submit an affidavit-in-compliance confirming that the publication and other formalities have been properly completed. At the hearing stage, the Court evaluates whether the application demonstrates “sufficient cause” and whether the petitioner has legitimate rights over the shares in question.

If the Court is satisfied, it issues an order directing the necessary rectification. As with other company law matters, such an order is typically subject to a charitable donation, reflecting judicial convention. After obtaining the order, the applicant must submit it to the RJSC, along with any other relevant documents, for final implementation in the company’s statutory records.

Applicants should be prepared to provide documentary evidence to substantiate their claim, such as share transfer forms, board resolutions, notices, or shareholder agreements. At Kazi Law Chamber, we regularly assist clients in preparing robust court applications and supporting affidavits, ensuring that both procedural and evidentiary requirements are fully satisfied. 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.