The Process of Changing Director of a Company in Bangladesh: A Comprehensive Guide
In Bangladesh, companies may need to change their directors due to various reasons, such as resignation, removal, or appointment of a new director. The process of changing a director is governed by the Companies Act, 1994 and requires compliance with the Registrar of Joint Stock Companies and Firms (RJSC). This guide provides a step-by-step process, required documents, and the timeline for changing a director in Bangladesh.
Step-by-Step Process to Change a Director in Bangladesh
Step 1: Review the Articles of Association (AoA)
– Before initiating the change, review the company’s Articles of Association (AoA) to ensure that the procedure for appointing or removing a director is clearly defined.
Step 2: Board Resolution
– A board meeting must be held where a resolution is passed regarding the resignation, removal, or appointment of a director.
– The resolution must be recorded in the meeting minutes and signed by the chairman of the meeting.
Step 3: Shareholder Approval (if required)
– If the company’s AoA mandates shareholder approval, an extraordinary general meeting (EGM) must be convened to pass a resolution regarding the change of director.
Step 4: Prepare the Required Documents
– The necessary documents (detailed below) must be prepared for submission to RJSC.
Step 5: File Necessary Forms with RJSC
– The company must submit the prescribed forms along with the required documents to the RJSC for approval.
Step 6: Update Company Records
– After RJSC approval, the company must update its internal records, including the Director’s Register and other statutory documents.
Required Documents to Change a Director in Bangladesh
To change a director in Bangladesh, the following documents must be submitted to RJSC:
1. Board Resolution – A copy of the board resolution approving the appointment, resignation, or removal of the director.
2. Consent Letter– A written consent from the newly appointed director accepting the role.
3. Resignation Letter (if applicable) – A formal resignation letter from the outgoing director.
4. Schedule X (Form XII) – A prescribed RJSC form that includes details of the new and existing directors.
5. Updated Articles of Association (if required)– If the AoA needs amendments due to the director change, an updated version should be submitted.
6. Shareholder Resolution (if applicable)– If shareholder approval is needed, a resolution from the EGM should be included.
7. Copy of National ID/Passport – Identity documents of the newly appointed director.
Timeline for Changing a Director
The timeline for changing a director in Bangladesh typically follows these steps:
Board Meeting & Resolution: 1-2 days
Preparation of Documents: 2-5 days
Filing with RJSC: 3-7 days (depending on processing time)
Approval by RJSC: 7-21 days
Updating Company Records: 1-2 days
Additional Considerations
Removal of a Director: If a director is being removed against their will, special procedures such as a shareholder resolution or court intervention may be necessary.
Foreign Directors: If the director being appointed is a foreign national, additional requirements such as a work permit may be required.
Tax & Legal Compliance: Ensure that the outgoing director has cleared all financial obligations before the transition.
In certain instances, a company may need to change its director following the issuance of new shares or the transfer of shares to a new shareholder.
To learn more about the Share Issuance Procedure in Bangladesh, click here.
To learn more about the Company’s Annual Return Submission in Bangladesh, click here.
To learn more about Company Share Transfer in Bangladesh, click here.
Simplify Director Changes with LegalSeba LLP
At LegalSeba LLP, our team of experienced legal professionals specializes in corporate services, providing end-to-end assistance for changing a company director in Bangladesh. Here’s how we can support you:
Expert Legal Guidance: Receive personalized consultations to navigate the legal framework for director changes. Our experts provide clear, tailored advice to ensure compliance with all regulatory requirements.
Document Preparation and Verification: We meticulously prepare and review all necessary documents, including board resolutions, Form XII, and updated Articles of Association, ensuring accuracy and adherence to the Registrar of Joint Stock Companies and Firms (RJSC) guidelines.
Compliance Management: From filing required forms with the RJSC to updating statutory records, we handle all legal formalities, ensuring a seamless and error-free transition. Trust us to manage the compliance process efficiently.
Process Oversight: Our team supervises the entire director change process, ensuring transparency and compliance with legal standards. From board approvals to RJSC filings, we guarantee every step is executed properly.
Dispute Resolution Support: In case of legal challenges or disputes arising from the director change, we provide robust legal support to protect your company’s interests and resolve issues promptly.
With our extensive expertise and commitment to excellence, LegalSeba.com ensures a smooth and hassle-free director transition process in Bangladesh.
Contact Us Today
For more details or to book a consultation, visit LegalSeba.com/book-now or contact us:
📞 Phone/WhatsApp: +8801753718223
📧 Email: [email protected]
Let LegalSeba LLP be your trusted partner in managing director changes efficiently, ensuring compliance and peace of mind for your business.
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