এক ব্যক্তি কোম্পানীর (OPC) মেমোরেন্ডাম ও বিধির নমুনা

বাংলাদেশে যেকোন কোম্পানী গঠন করতে হলে RJSC থেকে অন লাইনে রেজিস্ট্রেশন করে নিতে হয়। এক ব্যক্তি কোম্পানী অর্থাৎ One Person Company (OPC) রেজিস্ট্রেশনও RJSC থেকে অন লাইনে করতে হয়।

 

এখানে এক ব্যক্তির কোম্পানীর জন্য সংঘস্মারক ও সংঘবিধি (Memorandum and Article of Association) এর নমুনা দেওয়া হলো-

 

 THE COMPANIES ACT, 1994

(SECOND AMENDMENT, 2020)

 

A ONE PERSON COMPANY LIMITED BY SHARES

 

 

 

MEMORANDUM

 

AND

ARTICLES OF ASSOCIATION

 

OF

 

FAIR TRADES OPC

 

THE COMPANIES ACT 1994

(SECOND AMENDMENT, 2020)

(A ONE PERSON COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

FAIR TRADES OPC

 

1. The name of the Company is Fair Trades Opc.

 

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

 

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

1.	To carry on Real Estate business on buying, developing and selling land including construction of commercial building, apartments and flats as Developers for selling at home and abroad.
2.	To manufacture and acquire and deal in any and every kind or article and products and materials used for building or allied objects, wherever to Company’s own use or for sale and disposal as any be conductive to the carrying on the objects of the Company or that may assist the Company in any other manner.
3.	To Import, buy, sell deal in all and every kind of manufactured raw materials, manufactured iron, steel, wood, brick, cement, ceramics, granites, limestone, decoration materials like Door, Window, furniture etc. or other stone or materials and other products and by products for such purpose to acquire, take or lease or in exchange or otherwise and any part of forest, mining lease, lands, buildings, undertakings and properties.
4.	To carry on the business of 1st class contractors, general contractors and as civil, mechanical, electrical and general engineers and the work of a public or semi‑public nature or of public utility or of any Government or semi ­Government department or Corporation etc. and to act as consulting engineers, architects, designers, estimators, planners.
5.	To carry on the business of town planner, surveyors, values, appraisers, decorators, furniture, merchants, dealers in cements, steel, iron, fuel, wood, coal, timber and other building work or/and other construction materials or requisites jobs for contractors, carriers, house agents, exporters and importers. To carry on the Business of the Manufacturers of Bricks, Auto Bricks, Ceramics Bricks, Fancy Bricks & other kinds of Bricks.
6.	To carry on business and to act as Traders, Exporter, Importer, Indenters, Marketing Agents, Commission Agents, Representatives Courier, Shipping Agents, Clearing and Forwarding Agents, Buying House, Suppliers, Distributors, Dealers, Principle Agents, Managing Agents, Stockiest and seller of product or service of Bangladeshi Company or of any Foreign Company in Bangladesh or elsewhere. To subscribe or contribute from time to time to promote, organize or establish any charitable fund, institution, establishment, foundations or trust of a public nature for humanitarian ground or social utility or to promote the interest of the Company.
7.	To carry on business of carriers of all kinds of land, sea and air transports with prior approval of the concerned authorities. To train or pay for training in Bangladesh or abroad of any of the Company’s Directors, Employees or any other person in the interest and for the furtherance of the Company’s business.
8.	To act as professional consultants, inside or outside Bangladesh and to do research work on consultancy. To amalgamate with any other Company, firm or body corporate formed and registered in Bangladesh or elsewhere established with objects similar to those of the Company.
9.	To carry on business in Bangladesh or anywhere outside Bangladesh as merchant, general indenters, commission agents, order suppliers, manufacturers, representatives, importers, exporters, wholesalers, retailers, stockiest, shippers, buyers, sellers of goods commodities of all kinds and description whether manufactured, finished or partly finished. To open and establish at any other place such branch, agencies, or local board for the management of any business of the Company as may be determined by the Company from time to time.

 

1. The liability of the member is limited by shares.

 

10. The authorized Share Capital of the Company is Tk. 50,00,00,000/- (Tk. Fifty crore) divided into 5,00,00,000 (Five Crore) ordinary shares of Tk. 10.00 (Tk. ten) each with power to increase or reduce the share capital of the Company for the time being in accordance with the provisions of the Companies Act. and to divide or sub‑divide the shares in the Capital or the Company into different classes and attach there to respectively such preferential deferred or special rights privileges or conditions as may be decided by the Company in general meeting and to vary, modify or abrogate such rights, privileges or conditions and also to issue shares of higher or lower denominations.

I, the persons whose name and address is subscribed hereunder are desirous of being formed to a Company in pursuance of this Memorandum of Association and agree to take the number of shares in the capital of the Company:

 

Name and Particulars of the Subscriber	Position	Number of shares taken	Signature	Photo
Name: Md Monirul Islam Father’s Name: Md. Khaza Goribe Newaz Mother’s Name: Shahnur Begum Address: 10, Rampura, Dhaka-1000 Date of birth: 01-01-1982, Phone: 01616-101213, Email: sarinaalamtrading@gmail.com TIN: NID- 785 697 1982, Nationality: Bangladeshi,	Director	50,00,000 (Fifty Lac) shares
Total Shares =5,00,00,000 Shares (Five crore only)

 

I,  Md Samsul Alam, the subscriber to the memorandum of Sarina Alam Construction, do hereby nominate Rahela Rahmat Ullah who shall become the shareholder director of the company in the event of my death or incapacity to contract. I reserve the right to cancel or change this nomination at any time.

Nominee’s Name	Particulars of the Nominee	Relationship with Subscriber	Signature of Subscriber
Rehena Begum	Father’s Name: Md. Rahmat Ullah Mother’s Name: Nahar Begum   Present Address: 10, Rampura, Dhaka-1219 Permanent Address: As above Date of birth: 18/11/1982 Phone: Email: TIN: 405773926832 NID: 705 496 3118 Nationality: Bangladeshi.	Wife

 

Witness of the above signatory

 

Witness-1     Muhammad Mohiuddin Advocate, 12, Bissho Sahitto Kendro Road, Banglamotor, Shahabag, Dhaka. Phone: 01711-068609

Witness-2

 

Dated  ——– th day of ——— 2025.

 

THE COMPANIES ACT, 1994

(SECOND AMENDMENT, 2020)

(A ONE PERSON COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

SARINA ALAM CONSTRUCTION OPC

PRELIMINARY

 

1. The Company is a One Person Company within the meaning of section 2(1) of the Companies Act, 1994 and accordingly the following shall apply: a) No invitation shall be issued to the public to subscribe for any share, debenture of the company; b)The number of Members of the Company (exclusive of the persons who are in the employment of the Company) shall be limited to One only: Provided However that when two or more persons hold one or more shares jointly in the Company, they will be treated as a single member: and c) The right to transfer of shares of the Company is restricted in the manner and to the extent hereinafter provided. d) 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 One Person Company, so far as they are not negative or modified by or are not contained in the following articles or any other article that may from time to time be adapted by the company.

 

INTERPRETATION

 

2. In construing these Articles unless there shall be something repugnant in the subject or context inconsistent therewith: e) “Act” means the Companies Act, XVIII of 1994. f) “Board” or “Board of Directors” means the Board of Directors of the Company for the time being. g) “Director” means the only member of the Company for the time being. h) “In Writing” means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in a visible form. i) Month” means the calendar month according to the English Calendar year. j) Member” means the legal owner of shares and whose name appears in the Members¿ register. k) “Office” means the Registered Office of the Company for the time being. I) “Year” means the English Calendar year as followed by the Company. m) Word imparting the singular number only includes the plural number and vice versa.

 

SHARE CAPITAL

 

3. The Authorized Share Capital of the Company is TK. 50,00,00,000 (Fifty Crore) divided into 5,00,00,000 (Five Crore) 25000 (Twenty Five Thousand ) Ordinary Shares of TK 10 (Ten) each with the power to increase or reduce the same value of its shares. Subject to the provisions of the Articles, the share shall be under the control of the director who may allet or otherwise dispose of the same.

 

BUSINESS

 

4. The business of the Company shall be commenced from the date of incorporation of the company.

 

SHARE CERTIFICATE

 

5. (a) Share certificates to be issued on his own name by the Director who is the owner of the company. (b) If any share certificate is defaced, worn out, destroyed or lost, it may be re- issued on such evidence being produced and such indemnity (if any) being given as the Director require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk. 500.00 as the Director may from time to time require.

 

TRANSFER AND TRANSMISSION OF SHARES

 

6. (a) The share of the Company shall be transferred in the usual common Form or in any other Form as may be approved by the Director. The instrument of transfer of any share of the Company shall be executed both by the transferor and the transferee and lodged at the registered office of the Company along with the share certificate. The transferor shall be deemed to remain as the holder of this share until the name of the transferee is entered in the Register of Member. (b) The Nominee is the only person recognized by the Company having any title of the share. In consequence of death of the Director the Nominee shall be entitled to the shares owned by the Director. The shares can be transferred by the Director to his spouse or to his son/s, daughter/s, father, mother or brother or sister or to any person chosen by the Director at any time subject to the approval of the Director

 

INCREASE OF SHARE CAPITAL

 

7. The Director with the sanction of any ordinary resolution of the Company previously passed in a general meeting may, increase its share capital by the issuance of new shares. Such increase is to be of such amount and to be divided into shares of such respective value as the Company in general meeting may direct and if no direction be given then as the Director shall think fit.

 

BORROWING POWERS

 

8. The Director may from time to time borrow from any source any sums of money required for the purpose of the Company and raise and secure the payment of such money in such manner and upon such terms and conditions in all respects as may think fit and in particular by the issue of shares or by making, drawing, accepting or endorsing on behalf of the Company any promissory notes, bill of exchange or by giving or issuing any of the securities of the Company or by the creation of mortgage, charge of hypothecation all or any of the properties of the Company both present and future, including the uncalled capital of the Company for the time being and the Director may on behalf of the Company guarantee the whole or any part of such loan or debts incurred by the Company with powers to secure guarantor against liability in respect of such loan or debts.

 

GENERAL MEETING

 

9. The Director of the Company shall preside over the General Meeting of the Company. The General Meeting of the company shall be held within 18 (Eighteen) months from the date of incorporation of the company and thereafter once in every calendar year (not being more than fifteen months after holding of the last preceding general meeting) at such time and place as may be decided by the Director of the company. The above-mentioned general meeting shall be called “ANNUAL GENERAL MEETING” and all other general meetings of the company shall be called “EXTRA-ORDINARY GENERAL MEETING”. The Director may at any time call an extraordinary general meeting and an extraordinary general meeting may also, be called on requisition made by the shareholders in accordance with the provisions of section 84 of the Companies Act 1994.

 

DIRECTORS

 

10. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 1(One) and not more than 1(One). The following persons shall be the first director of the company unless anyone of them voluntarily resigns the said office or otherwise removed there from under the provisions of section 108(1) of the companies Act, 1994.

 

1. MD. MONIRUL ISLAM

 

POWER OF DIRECTOR

 

11. (a) The business of the Company shall be managed by the Director who may pay all expenses incurred for the formation and registration of the Company and may exercise all such powers of the Company as are not forbidden by the Companies Act, 1994 or any statutory modification or reenactment thereof for the time being in force or by the Articles required to be exercised by the Company in general meeting subject nevertheless to any regulation being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting But no regulations made by the Company in general meeting shall invalidate any prior act or acts of the Director which would have been valid if that regulation had not been made. Subject to direct control and supervision.

 

(b) The Director shall have the following powers: (i) To manage the business and all other affairs of the Company, to appoint and employ officers, clerks, servants and day laborers for the Company and to remove or discharge them and appoint others and to pay the salary, remuneration and wages to the persons so employed and also to pay the preliminary expenses and other expenses for the formation and registration of the Company. (ii) To borrow or raise money by way of loans or overdrafts or by the creation of mortgage, charge of hypothecation or otherwise and on such terms and conditions as he may think fit and to sign, execute, seal and delivery of the necessary documents for securing the loan.

 

(c) To demand, sue for, realize and recover all dues, claims, demand, damages and compensations due and payable to the Company and to take proceedings, civil, criminal, revenue or otherwise and whether original or appellate.

 

1. To purchase or otherwise acquire for the Company any land, building, office, goodness, licenses, rights, privileges, concessions, plant, machineries, goods, equipment and utensils as may be required by the Company and at such consideration and on such terms and conditions as be/she may think fit. e. To open branch office of the Company in Bangladesh or in any other foreign country as he may think necessary and also to close the same. f. To sign, bills, vouchers, certificates, deeds, agreements, Promissory notes, and any other negotiable or transferable instruments.

 

(e) To give donations and subscriptions any charitable, benevolent, religious, social and cultural objects. I. To sign and verify plaints, written statements, petitions, applications and vakalatnamas, authorizing legal practitioners to act for and on behalf of the Company before all courts, civil, criminal, revenue or otherwise and generally to do all other acts and things may be necessary from time to time in connection with the business of the Company in different department under the Government and any other public or private office.

 

BANK ACCOUNT

 

12. The company shall open Bank Account(s) with any Scheduled Bank(s) and shall operate the same under the Single signature of the Director of the Company.

 

DIVIDEND AND RESERVE

 

13. The Company in Annual general meeting may declare a dividend but no dividend shall exceed the amount recommended by the Director and no dividend shall be paid otherwise than out of the profits of the Company for the year or from any other undistributed profit and no dividend shall carry any interest as against the Company. The Director may create reserve fund out of profits of the Company and they shall have the absolute authority as to the employment of the reserve fund by way of capitalization or otherwise.

 

 

CAPITALIZATION OF THE RESERVE

 

14. The Company in general meeting I may resolve that any money, investments or other assets forming part of the undistributed profit of the Company and standing to the or of the reserve fund or in the hands of the Company and available for dividend be capitalized and distributed among such of the shareholders as would be entitled to receive the same of distributed by way of dividend and in the same proportion on the footing that they become entitled there to as capital and that all or any part of such capitalized fund be applied on behalf of the shareholder in paying up in full any unshed shares, debenture etc.

 

ACCOUNTS AND AUDIT

15. The Director shall in all respects Comply with the provisions of Section 181 to 191 of the Companies Act, 1994 so far as applicable to private Companies or any statutory modifications thereof for the time being in force. An auditor or auditors shall be appointed by the Company and their duties shall be regulated in accordance with the provisions of Section 210 to 213 the Companies Act, 1994. Every account when audited and signed by the Auditors and Director and approved at a general meeting shall be conclusive unless so far as any error is discovered therein before the audit of the next successive years accounts. Whenever such an error is discovered the same shall forth with be rectified.

 

INDEMNITY

16. The Director, Manager, and any other officers of the Company shall be indemnified for all losses and expenditure incurred by them in the faithful discharge of their respective duty, except his willful acts, neglects, or defaults and it shall be the duty of the Company to pay out of the funds of the Company in cash all losses and expenditure incurred by the Director, Manager or other officers of the Company. The amount for which the indemnity has been provided shall immediately attach a lien on the property of the Company and shall have priority over all other claims. The Director, Manager, and any other officers of the Company shall be held liable for any loss or damage happening to the Company and arising from any torturous act of any other person or for any other loss or damage or misfortune due to act of Government.

 

SECRECY

17. The Director, Manager, Secretary, Officer, Auditors, Agents or other people employed in the business of the company shall have to observe (by signing a declaration form) strict secrecy respecting all matters which may come to his/her knowledge in the discharge of the duties when required to do so by resolution of the company or by a court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents.

 

ARBITRATION

18. If and whenever any difference shall arise between the Company and any of their representative members touching the construction of any of the Article herein contained or any act, matter or thing made, done or omitted in regards to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reasons of these being present or of the statutes or any of them, such difference shall be forthwith referred to 1 (one) Arbitrator, mutually appointed by the parties whose decision shall be full and final, in accordance with the provisions of the Arbitration Act, 2001.

 

WINDING UP

19. If the Company shall be wound up and the assets available for distribution to the member as such shall be insufficient to repay the whole of the capital paid up such deficit shall be born by the member in proportion to be capital paid up or which ought to have been paid up at the commencement of the assets available for distribution to the member shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up and the excess shall be owned by the Director.

 

I, the person whose names and addresses are subscribed here under are desirous of being formed to a Company in pursuance to this Articles of Association and I respectively agree to take the number of shares in the capital of Company set opposite to my respective names:

Name and Particulars of the Subscriber	Position	Number of shares taken	Signature	Photo
Name: Md Monirul Islam Father’s Name: Md. Khaza Goribe Newaz Mother’s Name: Shahida Begum Address: 10, Rampura, Dhaka-1219 Date of birth: 01-01-1982, Phone: 01616-101213, Email: sarinaalamtrading@gmail.com TIN: NID- 785 797 7790, Nationality: Bangladeshi,	Director	50,00,000 (Fifty Lac) shares
Total Share =5,00,00,000 shares (Five crore only)

 

Witness of the above signatory

 

Witness-1     Muhammad Mohiuddin Advocate 12, Bissho Sahitto Kendro Road, Banglamotor, Shahabag, Dhaka. Phone: 01711-068609

Witness-2

Dated  ——– th day of ——— 2025.

 

লিমিটেড কোম্পানী/সমিতি/ক্লাব/ট্রাস্ট/ ইত্যাদি সহ যেকোন আইনগত উপদেশ ও সহায়তার জন্য যোগাযোগ করুন-

যোগাযোগ-

আইনবিদ ল’ প্যালেস

অন-স্টপ লিগ্যাল সলিউশন

সার্বিক পরিচালনায়- এডভোকেট মুহাম্মদ মহীউদ্দীন (শিশির)

১৬, কোইলাশঘোষ লেন, ঢাকা জজ কোর্ট, কোতোয়ালী, ঢাকা

অথবা

রোড-৫, ব্লক-এ, বনশ্রী, রামপুরা, ঢাকা।

মোবাইল- 01711068609 / 01540105088

ওয়েবসাইট- www.ainbid.com