Company matters Legal Draft

Memorandum of Association and Article of Association for Limited Company

September 10, 2024
Muhammad Mohiuddin

লিমিটেড কোম্পানী গঠনের ক্ষেত্রে Memorandum of Association এবং Article of Association অবশ্য প্রয়োজনীয় ডকুমেন্ট। ইহা লেখার সময় অবশ্যই সতর্কতার সাথে কাজটি করতে হবে। কারণ এই ডকুমেন্টের উপর কোম্পানীর ভবিষ্যত কার্য পদ্ধতি নির্ভর করে। প্রয়োজন হলে অবশ্যই অভিজ্ঞ আইনজীবির সহায়তা নিন। নিচে একটি সিকিউরিটি সার্ভিস কোম্পানীর জন্য Complete নমুনা দেওয়া হলো। এটা অনুসরণ করে যেকোন কোম্পানীর জন্য MOA এবং AOA লেখা যাবে। তারপরও প্রয়োজন হলে এই লেখার নিচে দেওয়া নম্বরে যোগাযোগ করে আমাদের অভিজ্ঞ আইনজীবি প্যানেলের সহায়তা নিতে পারেন।

 

Memorandum of Association

 

THE COMPANIES ACT, 1994

 

(ACT XVIII OF 1994)

 

(A PRIVATE COMPANY LIMITED BY SHARES)

 

Memorandum of Association

Of

RISER SECURITY SERVICES LIMITED

 

I. The name of the Company is RISER SECURITY SERVICES LIMITED.

II. The Registered Office of the Company shall be situated in Bangladesh.

III. The object for which the company is established are all the object will be implemented after obtaining necessary permission from the Government /concern authority /competent authority before commencement of business:

 

  1. To provide manage, regulate, give, maintain, arrange, procure, appoint, select, admit and supply security guard to ensure, secure, keep and guard all sorts of institution, establishment, industry, mills, hospital, business houses, office, private houses, godown etc. subject to necessary permission from the concerned authority.

 

  1. To make, manufacture, acquire, assemble, import, establish, start, regulate, preserve any equipment, spare parts, machinery, materials and other articles or apparatus for the purpose of security services subject to necessary permission from the appropriate authority.

 

  1. To buy, sell, import, export, produce and deal in equipment, spare parts, machinery etc. related to security services subject to necessary permission from the concerned authority.

 

  1. To procure all machinery, tools, equipment, weapons and other relevant articles, goods and items which are required and necessary for supply of efficient and modern security services to its clients anywhere within Bangladesh and abroad subject to necessary permission from the concerned authority.

 

  1. To purchase, procure, manufacture, maintain, keep, preserve wagons, Trucks, Pick-Ups, vans, jeeps, mini-buses, cares, vessels, launch and other transports required to provide best protection, safety and security to its clients.

 

  1. To carry on any other business, similar or dissimilar which may seem to the company capable of being carried on advantageously or conveniently with the above?

 

  1. To establish mechanical work-shop, iron, works, foundry, carpentry shop and to manufacture goods and to undertake manufacturing business and to work as iron and brass founders or engineering works of any kind.

 

  1. To carry on the business of general manufactures and to deal in machinery, apparatus, materials, products and articles of all kinds.

 

  1. To carry on the business of any projects socio economic feasibility study and turnkey basis consulting, industrial and managerial services in any Government, Semi-government and other organization.

 

  1. To establish industries and carry on the business of manufacturing, processing and marketing of any item both in home and abroad.

 

  1. To own, establish of maintain shops, show room, branches, liaison offices and agencies all over Bangladesh or elsewhere for consulting, contract, sales, purchase, imports, exports and distribution of all kind of products.

 

  1. To take up the work of agencies, representative and distributors for the own products, commodities or of other persons, firms, companies or corporation.

 

  1. To apply for obtaining of product standard and quality permission and do the needful to utilize the accorded permission and apply for purchase of registration of trademarks, formula and other right, license, concession and the like conferring any exclusive or non exclusive or limited right to use or any  secret to other international or any invitation which may be capable of being used for any of the purpose of the company of the acquisition which may be calculated directly of indirectly to tee benefit of the company and to use, exercise, develop or grant license in respect of or otherwise turn to account the property right to so acquired.

 

  1. To made collaboration with foreign firms for setting up industry, technical knowhow and to open display center participating with foreign exhibition and sales promotion.

 

  1. To take or otherwise acquire whole shares in any other company having object altogether or in part similar to those of this company or in companies having objects not similar to this company for the purpose of investment or carrying any business capable of being conducted so as directly or indirectly to benefit of this company.

 

  1. To enter into any arrangements with government, corporation or authorities supreme, municipal local or other bodies that may seem conducive to the companies objects or any of them and obtain from aby such authority any rights privileges and concession which any such arrangements rights privileges and concession.

 

  1. To make the company known or to give publicity to the business of the company by means of advertisement or otherwise.

 

  1. To borrow or raise or secure the payment of money in such manner as the company shall think fit or the requisite money be brought from abroad upon observance of necessary formalities of the Government of the Bangladesh and in particular by the issue of the stock perpetual or otherwise charge upon all or any of company’s property both present and future including its uncalled capital and to purchase, redeem and pay off any such securities.

 

  1. To sent out to foreign countries either share holders or employee members of the company or otherwise in order to explore market or to train them up or make them experts in the line of the company in conducting the business and to bring technicians, engineers and experts from abroad for the company as the company may think fit and proper.

 

  1. To draw, make accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, and other negotiable or transferable instruments.

 

  1. To get the company to be registered or recognized in any foreign country or place or any part of the word.

 

  1. To do all such other thinks as may be necessary, incidental convenient and conclusive to the attainment of the above objectives or any of them or any part of the world as practical agents contractors or other bodies and by or through agents trustees or otherwise and enter alone or in conjunction with bodies.

 

  1. To provide in auxiliary service such as providing of Junior Officers, Receptionists, Supervisors, Labours, Maintenance Supervisions, Scanners machine Operators, Storekeepers, Electricians, Plumbers, Technicians, Messengers, Peons, Tea Boys, Cleaners, Operators and Drivers to all sorts of Financial Institutions, Establishments, Industries, Mills, Hospitals, Business Houses, Private Houses and any other Organizations.

 

IV. The liability of the Members is limited by shares.

V. The Authorized Share Capital of the Company is Tk. 10,00,000.00 (Ten Lac) divided into 1,00,000 (One Lac) Ordinary Shares of Tk. 10.00 (Ten) each with power to increase and reduce the same or value of its shares or to attach any other preferential, deferred or several classes or special rights or privileges or conditions as regard dividends, repayments of capital, voting or otherwise or to consolidate or subdivide the shares as may be thought fit by the company.

We, the several persons, whose names, address and signatures subscribed below, are desirous of being formed into a company in accordance with this Memorandum of Association and we respectfully agree to take the number of shares in the capital of the company set opposite to our respective name.

 

Ser No. Name, address, nationality descriptions of Subscribers Number of Shares taken by each subscriber

(In figures and words)

 Signature of Subscribers
1. Name: Md Monir

Father’s Name: Abdul Goni

Mother Name: Nasima Begum

Phone:   01720252526

E-mail: monirulalambd82@gmail.com

DOB : 31-12-1982

NID : 2112529385

 Managing Director & Director Admin

35% of total shares

(Thirty five percent)

No of shares 35000

(Thirty five thousand)

 
2. Name: Aziz Ahmed

Father’s Name: Late Monir Ahmed

Mother Name: Hosne Ara Begum

Phone: 01678 701260

E-mail:

DOB : 13-11-1977

NID : 1913241632

 Director Sales

15% of total shares

(Fifteen percent)

No of shares 15000

(Fifteen thousand)

 

 
3. Name: Mobassher Ahmed

Father’s Name: Late Monir Ahmed

Mother Name: Hosne Ara Begum

Phone:

E-mail:

DOB : 27-11-1978

NID : 8610413459679

 Director Operation

20% of total shares (Twenty percent)

No of shares 20000

(Twenty thousand)

 

 

 
4. Name: Md Mamunul Islam Mazumder

Father’s Name: Md Shafiqul Islam Mazumder

Mother Name: Mst Rahela Begum

Phone:

E-mail:

DOB : 01-011980

NID : 8555995615

 Director Finance

15% of total shares

(Fifteen percent)

No of shares 15000

(Fifteen thousand)

 

 
5. Name: Md Shahabuddin

Father’s Name: Md Nazim Uddin

Mother Name: Mst Fatema Begum

Phone:

E-mail:

DOB : 18-09-1981

NID : 7582619402525

 Director Marketing

15% of total shares

(Fifteen percent)

No of shares 15000

(Fifteen thousand)

 

 

Witness 1

Name: Md Momin Ahmed

Advocate, Supreme Court

Address: Ka-35, middle Badda, Dhaka- 1212

Phone: 01955658505

 

Witness 2

Name: Md Alam Miah

Advocate, Supreme Court

Address: Ka-35, middle Badda, Dhaka- 1212

Phone: 01955658544

 

Dated the ……………day of ……………………….2019.

 

Articles of Association

 

 

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

 

(A PRIVATE COMPANY LIMITED BY SHARES)

 

Articles of Association

 

Of

 

MARLIN SECURITY SERVICES LIMITED

 

 

PRELIMINARY

  1. The Regulations contained in the schedule-1 of the companies Act 1994 shall apply to this company with respect to such provisions as are applicable to a Private Limited Company, so far only as are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the company.
  2. In these presents unless there be something repugnant in the subject or context inconsistent therewith: Words signifying the singular number only, shall include the plural, and vice versa, and the words importing the masculine gender shall include females, and words importing persons shall include bodies corporate.

 

INTERPRETATION

Unless there be something repugnant in the subject or context inconsistent therewith- “Act” means the Companies Act. 1994.

 

“Company” means the RISER SECURITY SERVICES LIMITED.

 

“Special Resolution” and “Extra-ordinary Resolution” have the meaning assigned thereto by the Companies Act under section 87.

 

“The Office” means the Registered Office of the company for the time being.

 

“The Register” means the Register of Members to be kept pursuant to sector 34 of the Companies Act, 1994.

 

“Dividend” includes bonus.

 

“Proxy” includes attorney duly constituted under a power of attorney.

 

“In Writing” and Written” includes printing, lithography and other modes of representing or reproducing words in a visible form.

“Month” means calendar Month after English style.

 

  1. The business of the company shall include the several objects expressed in the Memorandum of Association or any of them.

 

  1. The company shall have its registered office in Bangladesh at such place as the Managing Director with the approval of the Board of Directors may from time to time determine.

 

  1. Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of the companies Act, 1994 and accordingly the following shall apply:-

 

  • The number of members of the Company ( exclusive of the persons in the employment of the company) shall be limited to fifty provided that for the purpose of this provision when two or more persons jointly hold one or more shares in the company they shall be treated as a single member; and
  • The right to transfer shares of the company is restricted in the manner and to the extent herein after appearing.
  • No invitation shall be issued to the public to subscribe for any share, debenture of the company;

 

SHARE CAPITAL

  1. The Authorized Share Capital of the Company is TK. 10,00,000.00 (Ten Lac) divided into 1,00,000 (One Lac) Ordinary Shares of Tk. 10.00 (Ten) each with power to increase or reduce the capital and to divide shares into different classes and to attach thereto any special right or privileges or conditions to consulate or subdivide the shares and also to issue shares or higher or lower denomination.
  2. The shares shall be remain under the control of the directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as they think it.
  3. The joint holders of shares shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such shares.
  4. The company may make arrangement on the issue of shares for difference between the holders of such shares in the amount of calls to be paid and that the time of payment of calls.

 

CERTIFICATE

  1. The certificate of title of shares shall be issued under the common seal of the company and shall be signed by the Managing Director.
  2. If any certificate is worn out, defaced, destroyed or lost, a new one may be issued in lieu thereof, on production to the director of evidence satisfactory to them, of its being worn out, defaced, destroyed, or lost, or in default of such evidence on such indemnity being given as the directors may think sufficient.
  3. A fee of Tk. 250/- shall be charged in respect of every reissued certificate.
  4. The certificates in respect of shares resigned in the name of two or more persons shall be delivered to the person first named in the register.

 

TRANSFER & TRANSMISISON OF SHARES

  1. No share shall be transferred to any person who is not a member of the company as long as any member is willing to purchases the same at the fair value to be determined by the board of directors. In any king of share transfer board of directors prior approval is mandatory.
  2. The board of directors may without assigning any reason whatsoever decline to register any transfer of shares including transfer to any member of the company.
  3. The transfer of shares be effected by an instrument in writing in the usual common form and shall be executed both by the transferor and the transferee those execution shall be attested by at least one witness who have his address and occupation and the transferor shall be deemed to remain the holder of such share until the name of the transferee shall have entered in the register in respect thereof.
  4. Every instrument of transfer shall be deposited with the company and no transfer shall be registered until such instrument shall be deposited together with the certificates of the shares to be transferred and together with any other evidence the Managing Director may to provide the title of the transferor of his right to transfer.
  5. After the death of any share holder, legal heirs shall be entitled to be a share holder by transmission in place of deceased member. No legal representative of deceased shall allowed until and unless confirmed by sufficient proof.

 

PROCEEDINGS AT THE GENERAL MEETING

  1. The first general meeting of the company shall held within 18 months from the date of incorporation of the company and thereafter once at least in every calendar year but not later than 15 months from the date of last proceeding general meeting. This meeting is called ordinary general meeting and other general meeting shall be called extra ordinary general meeting.
  2. Subject to the provision 87(2) of Companies Act, relating to special resolution, 14 days notice at least specifying the place, the date and the hour of the general meeting and in case of special business the general nature of such business, shall be given to the members in manner hereinafter mentioned, or in such other manner as may be prescribed by the company in general meeting. But accidental omission to give such notice to or non receipt of such notice by any member shall not invalidate the proceeding of the general meeting. A general meeting may with the consent of all the members be called by a shorter notice and in such manner and the members think fit.
  3. No business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds to transact business. Three members personally present shall form the quorum of any general meeting.
  4. The Chairman shall preside at every general meeting but if at any meeting he/she shall not be present within the time appointed for holding the meeting or shall be unwilling to preside the meeting the members present shall choose one director or if no director be present or if all the directors present decline to take the chair, the members present shall choose some member present to be chairman of the meeting.

 

DIRECTORS

  1. Until otherwise determined in the general meeting the number of Director of the company shall not be less than THREE and more than TEN.
  2. The following persons shall be the first Directors of the company
  • Md Monir
  • Aziz Ahmed
  • Mobassher Ahmed
  • Md Mamunul Islam Mazumder
  • Md Shahabuddin

 

25. The Directors named above shall be the first directors of the company and they shall hold and remain in their office until otherwise determined by the Board of Directors or they resign or die or become disqualified to continue as Director under the provisions of section 94(I) of the Companies Act, 1994.

26. The qualification of a Director shall be holding of in his/her own name alone, and not jointly with any other persons, of at least 10 (Ten) fully paid up shares.

27. The remuneration of the directors including the Managing Director shall be fixed by Board of Directors.

28. Every director shall vacate his office on the happening of any of the events or disqualification as per Companies Act, 1994 or lack of requisite share holding.

 

MANAGING DIRECTOR

  1. Muhammad Mohiuddin shall be the first Managing Director of the company and he shall hold this office until the next annual meeting of the company unless earlier ceases by death, resignation or become disqualified to remain as a director under the provisions of these presents or under the companies Act, 1994
  2. ON retirement of the Managing Director in each annual general meeting of the company, the shareholders shall determine by the majority of voting rights whether a new Managing Director be elected or the retiring the Managing Director be re-elected to hold office. In cases of equality. of votes the chairman shall have a second or casting vote.
  3. Subject to the control and supervision of the Board of Directors the business of the company shall be carried on the Managing Director and shall have the following powers.
  • To generally manager all concerns and affairs of the company ———– and employ officers agents organizers, experts, engineers, consultants, work–, daily laborers, servants and others for the purposes of the company and to emove ——- may be deemed fit, proper and particular to sanction and spend the preliminary expenses of the company.
  • To borrow or raise any sums of money by loan, or on mortgages or hypothecation or otherwise on such securities and terms as he may deem fit and exercise, sign, seal or deliver ali necessary documents or do any other act or in that behalf subject to approval by the board of directors.
  • To take any legal action as may be deemed fit.
  • To purchase or otherwise acquire for company ant property, rights or privileges such as the company is authorized to acquire at such price and generally on such terms and conditions he thinks fit with the approval of the board.
  • To establish branch offices, agencies, sub-agencies in any part of the Bangladesh or elsewhere on such term as he thinks fit and close the same.
  • To sign drafts, certificates, and other documents on behalf of the company.
  • To purchases, shall, let exchange or otherwise disposes of absolutely or conditional any property for the purpose of the company subject to the prior approval of the Board of Directors.
  • To settle, compound, submit to arbitration and compromise and withdraw all action, demands whatsoever arising in any legal proceedings or otherwise.
  • To grant any power of attorney, general or special, on behalf of the company to any Director, officer, employee, person or persons of the company and give full power and authority to appoint one or more substitute to do, execute and perform all or any such matters or things as aforesaid subject to the prior approval of the Board of Director.
  • To invest the reserve fund of the company or to dispose of the same on behalf of the company as may be deemed fit and proper by him.
  • To execute and sing in the name of the company all such —————– necessary for the welfare of the company.
  • To give Donation or subscriptions to public or other useful organizations.
  • To admit execution of documents before any registrar and sub registrar and conduct or defend any case before him.
  • To sign and verify plaints, written statements, compromises authorizing legal practitioners to act, on behalf of the company on all courts, civil, criminal or revenue and generally to all other things for and on behalf of company.

 

BORROWING POWER

  1. The Managing Director with the approval of the Board Directors may from to time raise or borrow any sums of money for and on behalf of the company from the members or other persons, companies or banks or he may himself advance money to the company on such terms and conditions as may think fit for the interest of the company.
  2. The Managing Director may with the approval of the board of directors, from time secure the payment of such money in such manner and upon such terms and conditions in all respect as he thinks fit or by mortgage or charge of all or any part of the property of the company.
  3. Any other securities may be issued at discount, premium or otherwise and with special privileges as to the redemption and voting at general meeting of the company and otherwise.

 

PROCEEDING OF DIRECTOR

  1. The quorum for the transaction of the business of directors may be fixed by the directors and unless so fixed shall be three.
  2. The Managing Director shall take the chair at board meetings. If at any meeting the Managing Director be not present at the time appointed for holding the meeting, the directors present shall choose someone of their members to be the chairman of such meeting.
  3. A resolution in writing, signed by all the. Directors shall as effective for all purposes as a resolution passed at a meeting of the directors called, held and constituted.

 

BANK ACCOUNT

a)     Subject to approval of the Board of Directors, the Managing Director shall open bank account or accounts with any schedule bank or banks in the name of the———- shall operate bank account(s) jointly with any other director of the company.

b)    Subject to authorization of the Board of Directors for the out-station branches of Marlin Security Services Limited the Director/Board in-Charge/ General Manager shall be allowed to open and operate Bank Account or Accounts with any schedule Bank or banks in the or the company and he/she shall  operate the Bank Account, under his single signature.

 

COMMON SEAL

  1. The company shall have common seal and directors shall provide for the safe custody thereof. The seal shall not be affixed to any instrument except by the authority of a resolution of the board directors. The Managing Director shall sign every instrument to which the seal shall. Be affixed in his presence such signature shall be conclusive evidence of the face that the seal has been properly affixed.

 

DIVIDEND

  1. Every dividend may be sent by post to the registered address of the member entitled thereto and the receipt by the person whose name on the date of declaration of the dividend appears on the register of members as the owner of any share shall be good discharge to the company for payments made in respect of such.

 

ACCOUNTS

  1. The Director shall cause to be kept proper books with respect to:-
  • of the assets and liabilities of the company;
  • of all sums of money received and expended by the company and the matters in respect of which such receipts and expenditure take place including all financial transaction;
  • Of all sales and purchases of goods by the company.

The book of account shall be kept at the registered office and shall always be kept open to the inspection of the directors.

 

AUDIT

  1. Once at least year the accounts of the company shall be examined and the correctness of the Balance Sheet ascertained by one or more auditor or auditors. The qualification of the auditor(s) to be a Chartered accountant. The remuneration of the auditor shall be fixed by the company in general meeting except the remuneration of any auditor appointed by the Director may be fixed by the director.

 

INDEMNITY

  1. The managing director. Directors and other officers for time being of the company any trustees for the time being acting in relation to any of the affairs of the company and their hairs, executors and administrators respectively shall be indemnified out of the assets of the company from and against all suits. Proceedings, costs, charges, losses, damages and expenses which they or about the execution of their duty in their respective office or trustees officer except such (if any) as they shall incur or sustain by or trough their own willful neglect or default respectively and no such officer or trustee shall be answerable for the acts, receipts neglects or defaults or any other officer or trustee or for joining in any act of conformity or for the solvency or honesty of any bankers or other persons with whom any money or effects belonging to the company may be lodged or deposited for safe custody or any insolvency or deficiency of any security upon which any moneys of the company shall be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in about the execution of his office or trust unless the same shall happen through the willful neglect or default of such office or trustee.

 

WINDING UP

  1. If the company shall wound up the surplus shall (subject to any rights attached to any special class of shares forming part of the capital for the time being of the company) be applied first in repayment of the capital paid up on the ordinary shares and the excess, if any, shall be distributed among the members holding ordinary shares in proportion to the number of ordinary shares held by them respectively at the commencement of the winding up.

 

  1. If the company shall be wound up the liquidators may with the sanction of an extra ordinary resolution divide among the contributory any part of the assets of the company.

 

Name, addresses and description of subscribers.

Ser. No Name Addresses Description
1. Md Monir
2. Aziz Ahmed
3. Monir Ahmed
4. Md Mamunul Haque
5. Md Shahabuddin

 

 

Dated … … …    …   day of  … … … 2020

Witness to the above signatures

 

Dated … … …    …   day of  … … … 2020

 

Justice Forum

Advocate Muhammad Mohiuddin

Road-5, Block-A, Banasree, Rampura, Dhaka

or

Dhaka Judge Court, Dhaka. Kotwali, Dhaka

01711068609 / 01540105088

Email: justiceforum@ainbid.com

Website: www.ainbid.com

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