BENEFITS OF AMENDMENT OF

THE COMPANIES ACT 1994

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EASE OF DOING BUSINESS: GLOBAL RANKING

176 168
Year 2019 Year 2020
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COUNTRY WISE GLOBAL RANKING: 2020

Ease of doing business

Region Economy Rank within group
rank

South Asia Afghanistan 173 8

Bangladesh 168 7
Maldives 147 6
Pakistan 108 5
Sri Lanka 99 3
Nepal 94 4
Bhutan 89 2
India 63 1
Asia Pacific Cambodia 144 2
Vietnam 70 1
Updated: 2020, The
World Bank 3
EASE OF DOING BUSINESS: SECTOR RANKING

200 189 189

179 176 183 184
180 176 176
161
160 151 151 153 154
138 138 135
140 131
119
120

100 89

80 72

60

40

20

0
Starting a Dealing with Getting Registering Getting Credit Protecting Paying Taxes Trading Enforcing Resolving
Business Construction Electricity Property Minority across borders Contracts Insolvency
Investors
2019 2020

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1st Amendment: Companies
Act 1994

12th February 2020

Company Common Seal Not Required

Cost Saving
Process Simplified

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2nd Amendment: Companies Act 1994

26th November 2020

One Person Company (OPC)

Other Amendments

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One Person Company (OPC)

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Who can open OPC?
I want to
open a
company

I want to
OPC
open a
company

(One Person Company)

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Can a LTD company open OPC?

Bangladeshi Company

OPC
Foreign Company

(One Person Company)

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 OPC Incorporation
Advisor
OPC
Incorporation
rules?

LTD company
process is applicable
Investor 10
 OPC Incorporation - Capital
Advisor
What is the capital
threshold?

Minimum: Paid-up Maximum:

BDT 25 Lacs Capital BDT 5 Crore

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 OPC Incorporation - Turnover
Advisor
What is the turnover
requirement?

Minimum: Prior year’s Maximum:

BDT 1 Crore* annual turnover BDT 50 Crore
What if turnover
How about reduce below 1
foreigners? crore?

* Pre incorporation year 12

 OPC Name

Company
Name? Big Dream LTD

Big Dream PLC

Big Dream OPC

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 OPC Nominee

Only Natural Person

can qualify as ABC LTD/ABC PLC
Nominee

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 OPC Nominee

Memorandum Articles of
of Association Association
Nominee’s
Nominee’s written consent Nominee
Personal replacement
Information procedure

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 OPC Nominee - Withdrawal/Disqualification

I want to I do not
He cannot be
change want to be
a nominee!
nominee a nominee

Advisor

Owner can change Nominee can withdraw Incapable, unsound mind or

nominee nomination dead person cannot be nominee
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 OPC - Org Structure and Directors Meetings
One Shareholder & Director
Welcome to half
yearly director’s
meeting

Managers & Employees

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 OPC - Auditor
Appointment
Advisor

You will need to appoint

AUDITORS as per
Companies Act 1994
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Signing of Audited Financial Statements - OPC

I will sign the

Your audited Financial Statements
financial statements from the company.
are ready! Thank You!

Financial Statements

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 Filing to RJSC - OPC

Do we need to file
with registrar?

Submit signed audited

FS within 180 days of
year end to RJSC

Year End Accounts Preparation & Audit Submission to RJSC

30-06-2021 31-12-2021
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 Multiple OPC

I would like to
open another OPC

Oh No! You can

open only 1 OPC

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Convert from OPC to LTD

I want to inject more

capital along with my
initial Tk. 5 crore

You can bring in

more shareholders
and convert it to
Big Dream Ltd.

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Changes of MOA & AOA - OPC

I want to
change MOA

High Court Approval

for MOA Registrar of Joint
Stock Companies
I want to (RJSC)
change AOA

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 OPC Share Allotment

Interested
Company

Interested
Individual
OPC
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 OPC Share Transfer

OPC Share 100% transfer Natural Person

Transfer

25 Company
 OPC Liquidation

I want to
liquidate

Existing winding
up rules are
applicable

New Owner
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OPC Limited by Guarantee

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 OPC Limited by Guarantee

“PLC”, “LTD”, “OPC” naming rule will not apply!

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Comparison of OPC with
LTD and PLC

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 Company Name

One Person Private Limited Public Limited

Company Company Company

OPC LTD PLC

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 Capital Requirements

Maximum: Maximum: BDT Maximum: BDT

BDT 5 Crore 40 Crore Unlimited

OPC LTD PLC

Minimum:
Minimum: BDT 2 Minimum: BDT 7
BDT 25,00,000
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 Shareholders and Directors

OPC LTD PLC

Member: 7 –
Member: 1 Member: 2 – 50
Unlimited

Director: 3 –
Director: 1 Director: 2 – 50
Unlimited
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 Board Meetings - Minimum

OPC LTD PLC

Board Meeting: Board Meeting : Board Meeting :

2 times per year 4 times per year 4 times per year

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 Annual Return

OPC LTD PLC

Filing: 180 days Filing : 30 days Filing : 30 days

of year end of AGM of AGM

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 Audit & Filing Requirements

OPC LTD PLC

Statutory
Audit

RJSC Filing

Share
Transfer
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Other Amendments

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 Signature Verification for Share Transfer

TRANSFEROR

Transfer
Bangladeshi Bangladeshi
of or Foreigner
or Foreigner
staying in Shares Can’t Appear in
Bangladesh RJSC (Justified
To be Present in
Reason)
RJSC for
Signature
Verification
Verification
Through
Commission

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 Signature Verification for Share Transfer

TRANSFEROR

Foreigner or Transfer Bangladeshi

Bangladeshi of or Foreigner
out of Shares Can’t Appear in
Bangladesh RJSC (Justified
To be Present in Reason)
RJSC for
Signature Verification
Verification Through Nearest
Bangladeshi
Embassy

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 Other Amendments (Meetings)

 Place, time and date must be mentioned in meeting

notice and minutes of general meeting.

 Shareholders with 5% can present agenda AGENDA

for AGM.
 AGM to be called by minimum 21 days
notice instead of 14 days.
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 Other Amendments (Meetings) Cont’d
 Time and place for document
Will not be considered as agenda for EGM
inspection must be mentioned in
notice of EGM if there are any
special agenda.
 Dividend approval
 Bonus shares
 Audit report approval
 Director’s and auditor’s report
 Director(s) retirement
 Auditor’s remuneration

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 Liquidation by Court

 Creditors have the right to object to appointment of official liquidators.

 Unsecured creditors will receive priority claim on liquidation. Change
liquidator?

Official Liquidator Court

Creditors 41
 Other Amendments (Liquidation)

 Any fraudulent transactions will be nullified within 6 months prior to liquidation unless court
validates it.
 Any asset transfer or delivery of goods within 1 year prior to liquidation may be nullified unless it
is part of the company’s normal business operations.

Transfer of assets/ Fraudulent

Liquidation
Delivery of goods transaction

01-01-2021 30-06-2021 31-12-2021

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 Use of Electronic Platform
Activities under this act can be conducted through electronic platform as per
specified rules. ICT Act 2006 may be followed in this regard.

What are the specified rules?

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 Partners’ Contact Details

Snehasish Barua, Zareen Mahmud Sukanta

FCA (ICAB), ACA (ICAEW) Hosein, FCA, CPA Bhattacharjee, FCA
Partner Partner Partner
snehasish@smac-bd.com mahmud@smac-bd.com sukanta@smac-bd.com

Snehasish Mahmud & Co., Chartered Accountants

Plot 10, Road 9, Block J, Baridhara, Dhaka 1212
Phone: +88-02-8834063; E-mail: info@smac-bd.com; web: www.smac-bd.com
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