Business Law

1. Nature and formation of companies

 About the Companies Act:

The Companies Act 1994 is the which governs incorporated domestic entities in Bangladesh. It is
the main statute governing the creation, functioning, and dissolution of companies the relationship
of shareholders to a company, periodic, disclosure, and audit requirements, the functions of the
Register of Joint Stock Companies & Firms, and the jurisdiction of the courts in relation to
companies.

 Different forms of business organization

1.2.1. Company
1.2.2. Corporation
1.2.3. Industrial undertaking
2. Types of companies
Two Types of companies.

 Private Company
 Public Company

1. Private Company:
Private Company means a company which by its articles-
i. restricts the right to transfer its shares, if any;
ii. prohibits any invitation to the public to subscribe for its shares or debentures, if any;
iii. limits the number of its members to fifty, not including persons who are in its
employment;
where two or more persons hold one or more shares in a company jointly, they shall be treated
as a single member. Private companies may be

 limited by shares
 limited by guarantee
There cannot be a private company with unlimited liability.
2. Public Company:
A public company means a company incorporated under act
3. Public Companies may be classified into three types
3.3.1. Company limited by shares
3.3.2. Company Limited by guarantee
3.3.3. Unlimited Company
4. Statutory Company
5. Chartered Company
6. Registered Company
7. Holding Company
8. Subsidiary Company
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9. Group Companies
3. Privileges of a privet company
4. Private vs public company
1. Number of members
2. Restriction on transfer of shares
3. Restriction on invitation to public
4. Restriction on Name
5. Prospectus
6. No of Directors
7. Qualification shares and consent of directors
8. Issue of right shares
9. Commencement of business
10. Statutory Meeting and Statutory Report

5. Difference between partnerships and companies

1. Registration
2. Minimum number of members
3. Maximum number of members
4. Legal status
5. Authority of members
6. Contractual capacity
7. Management
8. Length of existence
9. Liability of members
10. Liability of firm and company
11. Transferability
12. Statutory obligations
6. Conversion of a private company into public company
7. Conversion of a public company into privet company
8. Formation of companies and administrative consequences
1. Company formation
2. Formation expenses
3. Pre-incorporation contracts
4. Certificate of incorporation
9. Memorandum
1. Meaning of memorandum
2. Importance of memorandum
10. Articles of Association
1. Meaning of Articles of Association
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2. Contents of Articles of Association

 Share Capital, rights of shareholders, payments of commissions, share certificates
 Lien on shares
 Calls on shares
 Transfer of shares
 Transmission of shares
 Forfeiture of shares
 Conversion of shares into stock
 Share warrants
 Alternation of capital
 General meetings and voting rights of members
 Appointment and remuneration of directors, board of directors, managers and
secretary
 Dividends and reserves
 Accounts and audit
 Capitalization of profits.
 Winding up
11. Memorandum vs Articles of Association