Kazi Law Chamber is a leading corporate and commercial law firm in Dhaka, advising domestic companies, multinational corporations, and foreign investors across the full spectrum of company law matters arising under the Companies Act, 1994. Our company law practice sits within a broader corporate and commercial offering that combines transactional structuring, regulatory compliance, corporate governance, and litigation strategy under one roof. Clients therefore move seamlessly from company formation and structuring, through day-to-day governance and compliance, to contentious proceedings before the Company Bench of the High Court Division when disputes arise.
Book a ConsultationOur wider corporate and commercial work covers foreign direct investment and business establishment in Bangladesh, pre-acquisition legal due diligence, corporate governance and shareholder advisory, corporate restructuring and governance transitions, mergers and acquisitions, and regulatory advisory before BIDA, the RJSC, Bangladesh Bank, the Ministry of Commerce, the BSEC, and the National Board of Revenue. Foreign investors and local businesses alike rely on the firm for integrated support that treats company law not as an isolated filing exercise, but as the legal foundation on which the company's governance, ownership, and commercial arrangements rest.
Bangladesh's company law framework is governed primarily by the Companies Act, 1994, which sets out the procedures for the incorporation, operation, and dissolution of companies. Where disputes arise or statutory compliance must be corrected through judicial channels, parties rely on specific provisions of this Act, supported by the Arbitration Act, 2001, the Bankruptcy Act, 1997, and the Code of Civil Procedure, 1908. Kazi Law Chamber provides end-to-end litigation support in company law matters, representing corporate entities, directors, and shareholders before the Company Bench of the Hon'ble High Court Division.
Our clients come from across the world. European industrial groups, Japanese corporate houses, Finnish technology companies, Singapore-headquartered businesses, French international NGOs, and a wide range of Bangladeshi corporate groups spanning garments, fertiliser, publishing, and energy have all instructed Kazi Law Chamber on matters requiring genuine depth, not generic checklists. We are consistently chosen by international clients because our corporate practice integrates transactional structuring, regulatory compliance, litigation capability, and practical commercial judgment into a single, coordinated service.
Beyond company law litigation, Kazi Law Chamber provides a full corporate and commercial legal service to domestic companies, multinational corporations, and foreign investors doing business in Bangladesh. We combine transactional structuring, regulatory compliance, corporate governance, and litigation strategy in a single practice, so that clients receive integrated advice at every stage of the corporate lifecycle, from market entry and company formation through day-to-day governance to complex disputes. Our corporate offering includes:
The objects clause in a company's Memorandum of Association defines its primary purpose and limits the scope of its operations. Under Sections 12 and 13 of the Companies Act, 1994, a company may alter its objects clause by passing a special resolution. Alteration typically becomes necessary where a company seeks to expand its business, introduce new methods of operation, enter new markets, combine activities, sell or dispose of a significant undertaking, or restructure through a merger or amalgamation. Because the change must be confirmed by the Company Bench of the High Court Division, precise drafting and strict procedural compliance are essential to avoid delay or objection.
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Our team ensures that each filing is precise, timely, and strategically structured so that the alteration secures judicial confirmation and is registered with the RJSC without avoidable delay or objection.
Every company is obliged under Section 34 of the Companies Act, 1994 to maintain a register of its shareholders that accurately records names, addresses, shareholding quantities, and the dates of entry and cessation of membership. Where errors occur, such as the unjustified inclusion of a person, the wrongful omission of a member, or a failure to record changes in shareholding in time, an affected party may apply to the Court for rectification of the register under Section 43. The provision is broad enough to permit an application by the aggrieved individual, any member, or the company itself.
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We prepare robust, evidence-backed applications and supporting affidavits, ensuring that both the procedural and evidentiary requirements for rectification are fully satisfied.
Under Sections 59 and 60 of the Companies Act, 1994, a company limited by shares may reduce its share capital where the power to do so is contained in its Articles of Association. The Act permits a company to extinguish or reduce liability on unpaid share capital, cancel paid-up capital that is lost or unrepresented by available assets, or return paid-up capital that is surplus to the company's requirements. Any reduction must be approved by special resolution and confirmed by the Company Bench of the High Court Division, which examines whether the reduction is fair and equitable across all classes of shareholders and whether creditors' rights are protected.
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We assist clients in drafting special resolutions, preparing court applications, and coordinating compliance with RJSC and creditor requirements, ensuring a smooth and fully compliant reduction of capital.
Under Section 81(2) of the Companies Act, 1994, every company must hold its Annual General Meeting within the calendar year, ordinarily by 31st December. The AGM is the statutory forum at which the company places its financial statements, appoints or reappoints directors and auditors, and allows shareholders to participate in governance. Where a company fails to hold the AGM in time, the Court may, on the application of a member, call or direct the calling of a general meeting under Section 81(2), and may give ancillary or consequential directions. Where it has become impracticable to convene a meeting in the ordinary way, Section 85(3) empowers the Court to order that a meeting be held in such manner as it thinks fit, on the application of a director or any member entitled to vote.
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We prepare comprehensive petitions, resolve procedural barriers, and represent clients in securing timely judicial approval, while also drafting AGM notices, resolutions, directors' reports, and RJSC forms to restore full statutory compliance.
Under Section 151, read with Section 396 of the Companies Act, 1994, a limited company must file a return of share allotments with the RJSC within 60 days of allotment, detailing the number and value of shares allotted, the identity of the allottees, and the nature of the consideration received. Non-compliance carries serious consequences, including a daily fine of up to one thousand taka for each day the default continues, imposed on every officer who knowingly and wilfully participates in it. Where delay results from oversight or administrative bottlenecks, Section 396 allows the responsible company personnel to apply to the Company Bench of the High Court Division for condonation.
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We establish that the delay was unintentional and attributable to just and fair reasons, allowing the company to cure its default without incurring continuing penalties and to restore full statutory compliance.
Under Section 159, read with Section 171 of the Companies Act, 1994, a company that creates a mortgage or charge over its assets must register it with the RJSC within 21 days of creation. Registrable charges include those securing debentures, mortgages over property or receivables, pledges of uncalled share capital, and other security arrangements. Failure to register within the statutory period renders the charge invalid against the liquidator and any creditor on winding-up, so that the secured creditor loses the benefit of the security while the debt becomes immediately payable. Timely registration, by contrast, operates as constructive notice to the public. Where registration is missed through accidental omission, inadvertence, or other just cause, the High Court Division may extend time or permit the omission to be corrected, provided the interests of creditors and shareholders are not adversely affected.
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We act promptly to secure an extension of time before the relief can lapse, protecting the security interest of our clients and preserving the priority of their charge.
The court-sanctioned mechanism for amalgamation, merger, demerger, or any broader corporate restructuring in Bangladesh is contained in Sections 228 and 229 of the Companies Act, 1994. Under Section 228, where a company proposes an arrangement or compromise with its creditors or members, the High Court Division may direct a meeting of the concerned stakeholders; if the scheme is approved by a majority representing three-fourths in value of those present and voting and the Court finds it fair and reasonable, the arrangement becomes binding on all parties, including dissentients. Section 229 extends this to schemes of reconstruction or amalgamation involving the transfer of undertakings, empowering the Court to order the transfer of assets and liabilities, the issue of securities by the transferee company, the continuation of pending proceedings, and the dissolution of the transferor without a formal winding-up.
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We manage the full lifecycle of a court-sanctioned restructuring, from scheme design and stakeholder approvals to judicial sanction and post-sanction RJSC compliance, ensuring clean and enforceable transfers of assets and liabilities.
Section 233 of the Companies Act, 1994 provides a statutory safeguard for minority shareholders and debenture-holders who face discriminatory or prejudicial conduct within a company. A member or debenture-holder meeting the ownership thresholds in Section 195(a) and (b) may seek relief from the High Court Division where the affairs of the company are being conducted in a manner that harms or neglects their interests, where the company is acting or is likely to act in a way that unfairly discriminates against specific members, or where a resolution has been or is likely to be passed to their detriment. The Court may cancel or modify a resolution or transaction, regulate the future conduct of the company, or order amendments to its Memorandum or Articles of Association.
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We advise clients on both sides of these disputes, minority shareholders seeking protection and companies defending against such claims, applying evidence-backed litigation strategies and careful navigation of corporate records, resolutions, and statutory thresholds to protect our clients' positions.
Winding-up by the Court is an exceptional remedy under Section 241 of the Companies Act, 1994, allowing the High Court Division to order the dissolution of a company where statutory or equitable grounds are established. These grounds include a special resolution to wind up, default in filing the statutory report or holding the statutory meeting, failure to commence business within a year of incorporation or suspension of business for a full year, a fall in membership below the statutory minimum of two for a private company or seven for a public company, inability to pay debts, or the Court's conclusion that it is just and equitable to wind up. Under Section 242, a company is deemed unable to pay its debts where it owes more than BDT 5,000 and fails to satisfy a written demand within three weeks, or where execution of a decree is returned unsatisfied. As the Appellate Division held in Agrani Bank vs. Bangladesh Tyres Ltd. [43 DLR (AD) 164], commercial insolvency arises where the company's assets, existing and potential, are insufficient to meet its liabilities and there is no realistic prospect of recovery.
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We provide strategic representation throughout the judicial winding-up lifecycle, acting for creditors, shareholders, or the company itself, while ensuring procedural compliance and exploring commercially preferable alternatives wherever they are available.
When a company's governance breaks down, through boardroom deadlock, a contested chain of control, an AGM or EGM that cannot be lawfully convened, or a board so divided that no valid decision can be taken, the ordinary machinery of the company ceases to function. In such situations the High Court Division, exercising its powers under the Companies Act, 1994, may appoint an independent Chairperson to preside over and validly convene meetings, an independent Managing Director or administrator to run the company's affairs on an interim basis, or an independent board of directors to restore lawful governance until control is resolved. These appointments preserve the company as a going concern, protect shareholders and creditors, and prevent one faction from entrenching itself or dissipating assets while the underlying dispute is litigated.
Such relief commonly arises alongside oppression and mismanagement proceedings under Section 233, applications to convene meetings under Sections 81(2) and 85(3), and injunction proceedings where directors are acting beyond authority. The Court's objective is neutral stewardship: an independent office-holder answerable to the Court rather than to any competing group, tasked with holding a fair meeting, protecting the company's records and assets, and reporting back so that governance can be returned to its proper footing.
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We have acted in contested company control disputes, including applications for the appointment of an independent Chairperson to hold a fair general meeting and restore lawful governance in a deadlocked company, ensuring that the process is conducted under judicial supervision and that our client's interests are protected throughout.
Company law disputes rarely stay within a single discipline. A shareholder dispute becomes an injunction, a governance deadlock becomes a court-supervised meeting, a restructuring triggers labour and regulatory exposure, and a winding-up petition turns on questions of solvency and evidence. Kazi Law Chamber brings these threads together in one place, pairing genuine Company Bench litigation experience with the transactional, regulatory, and governance knowledge that company law matters demand. Clients are not passed between disconnected specialists; they receive a coordinated strategy from a team that understands both the courtroom and the boardroom.
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