Bangladesh Bank
BSEC
BEPZA
BIDA
CSE
CDBL
DSE
Supreme court of BangladeshC ompany and Corporate
At GK CHAMBERS, we offer specialized legal services in all areas of Company Law and Corporate Litigation, particularly before the Registrar of Joint Stock Companies and Firms (RJSC) and the Company Bench of the Supreme Court of Bangladesh. Our firm represents both domestic and foreign clients in company registration, regulatory compliance, dispute resolution, and litigation involving corporate governance and shareholder rights.
1. Company Registration and Structuring (RJSC)
We assist clients in forming:
- Private and public limited companies
- Foreign company branch offices and liaison offices
- One-person companies (OPC)
- Partnerships and societies under the Societies Registration Act
Our services include:
- Name clearance
- Drafting Memorandum & Articles of Association (MoA & AoA)
- Digital filing of Form I to XII
- Obtaining Certificate of Incorporation and TIN
We also advise on appropriate legal structure depending on the client’s business goals and regulatory requirements.
2. Corporate Governance and returns filling with EJSC
We provide ongoing legal support to ensure your company complies with the Companies Act 1994 and RJSC filing requirements. Our services include:
- Drafting board resolutions, meeting minutes, and shareholder resolutions
- Filing of annual returns (Form XXIX), audited financials, and schedules
- Change of directors, shareholding structure, and registered office address
- Updating beneficial ownership details and compliance with DSE/BSEC rules (if listed)
- We also handle criminal matters for institutions or companies facing threats, vandalism, or employee fraud.
We ensure all filings are accurate, timely, and aligned with legal obligations to avoid penalties or regulatory scrutiny.
3. Company Litigation before the Supreme Court (Company Bench)
We represent clients in contentious corporate matters before the Company Bench of the High Court Division, including:
a. Application for Condonation of Delay under Sections 81 & 85
We prepare and file applications seeking condonation of delay where companies miss statutory deadlines for filing annual returns (Section 81) or financial statements (Section 85) with the RJSC. Our team drafts strong grounds explaining the delay and represents clients to secure approval, helping avoid penalties or legal complications.
b. Application for Changing the Object Clause under Sections 11 & 12
We assist companies wishing to amend their Memorandum of Association, specifically to change, add, or modify the object clause. We draft the necessary resolutions and petitions under Sections 11 and 12, guide clients through shareholder approval, and ensure the amended MoA is registered correctly with the RJSC.
c. Application for Reduction of Share Capital under Sections 59 & 60
We provide legal support for companies seeking to reduce their share capital, whether for restructuring, writing off losses, or returning capital to shareholders. We prepare the reduction scheme, file petitions with the Company Bench, and coordinate the required court approvals and registration formalities.
d. Application for Condonation of Delay in Registering Charge Deeds
If a company fails to register a charge or mortgage deed within the statutory period, we prepare applications for condonation of delay with valid reasons. We assist in filing the application with the RJSC, represent clients during the process, and help regularize the charge to avoid penalties or legal challenges.
e. Company Winding Up Petitions
We assist clients in initiating or defending winding up proceedings — whether voluntary, creditor-initiated, or court-ordered — ensuring strict adherence to the requirements of the Companies Act 1994. Our approach protects stakeholder rights and facilitates orderly dissolution or restructuring.
f. Shareholder Disputes & Mismanagement Claims
We represent clients in cases involving oppression of minority shareholders, mismanagement, and breach of fiduciary duties under Sections 233 and 241 of the Companies Act. Our services include securing injunctions, facilitating appointment of inspectors, and pursuing orders for share valuation or buyout to resolve conflicts effectively.
g. Restoration of Struck-Off Companies
Our firm handles petitions under Section 247 to restore companies struck off the RJSC register due to non-compliance, dormancy, or administrative error. Restoration enables clients to resume lawful operations and regain corporate status seamlessly.
h. Rectification of Share Register
We file or defend applications under Section 38 to rectify the register of members/shareholders in cases of fraud, forgery, illegal transfers, or clerical errors. This ensures the accuracy of shareholder records and safeguards clients’ ownership rights.
i. Derivative Actions on Behalf of Minority Shareholders
Where a company fails to act against wrongdoing, we assist minority shareholders in initiating derivative actions to protect corporate interests from misconduct by directors or controlling shareholders. We manage the entire litigation process to uphold justice and corporate governance standards.
We ensure all filings are accurate, timely, and aligned with legal obligations to avoid penalties or regulatory scrutiny.
4. Amalgamation, Merger & De-merger Proceedings
We assist clients in obtaining court approval for:
- Scheme of amalgamation or merger under Sections 228 and 229 of the Companies Act, 1994
- De-merger and asset/liability restructuring
- Filing of joint petitions before the Company Bench and liaising with RJSC for necessary approvals
We ensure the process is carried out with regulatory clarity, fairness to stakeholders, and protection of shareholder interests.
5. Corporate Disputes and Injunctions
- Injunction against illegal board meetings or resolutions
- Stay on wrongful removal of directors
- Restraining transfer or issuance of shares
- Appointment of provisional liquidator or special officer
6. Shareholder Rights and Minority Protection
GK CHAMBERS actively represents minority shareholders in seeking remedies against:
- Oppression by majority shareholders
- Violation of Articles of Association
- Denial of dividends or voting rights
- Mismanagement of company funds
We file petitions under Sections 233 and 241, pursue settlement negotiations, and ensure the client’s voice is heard before the court.
7. Corporate Insolvency and Liquidation
We guide companies and creditors through insolvency and liquidation processes including:
- Voluntary winding up by members or creditors
- Court-supervised liquidation
- Appointment and supervision of liquidators
- Settlement of claims and distribution of company assets
We ensure strict compliance with procedural and statutory obligations under the Companies Act 1994 and related rules.
8. Legal Opinions, Certifications, and Company Secretarial Services
- Company structure and ownership
- Validity of board/shareholder resolutions
- Charge creation and registration with RJSC
- Legal standing of companies for banking and tender purposes
Specializing Attorneys on this Area
Questions and Answers ?
The police must read the Miranda warnings before they interrogate someone who is in custody. Whether a custodial interrogation is occurring depends on the specific circumstances.
Search and seizure rules apply when law enforcement conducts a search that invades a citizen’s legitimate expectation of privacy. The expectation must be objectively reasonable in the situation.
Very few criminal cases go to trial. Over 90 percent of all cases result in a plea bargain, in which the defendant pleads guilty or no contest in exchange for a lesser charge or lighter sentence.
In some states, law enforcement will eliminate an arrest from an individual’s record automatically if they are not charged. Otherwise, you may need to petition for a finding of factual innocence.
