Changing a Company Name, Objects, Articles or Registered Office: Special Resolutions, Forms and RJSC Filing

In this guide: Changing the name · Changing the objects clause: the Court step · Changing the Articles · Changing the registered office · Deadlines, fees and fines at a glance

The short answer

Every one of these starts with a board meeting that approves the change and calls a general meeting on 21 clear days’ notice stating the special resolution in full (s.87). At the meeting the resolution passes if three-fourths of the members present and voting support it. Within 15 days the company files the resolution in Form VIII with the Registrar (s.88, filing fee Tk 200 + VAT), attaching the altered document. For a name change you first obtain name clearance for the new name, then pass the resolution, then apply for the Registrar’s approval under s.11(6) and receive a fresh certificate of incorporation in the new name. For an objects change you pass the resolution, petition the Company Court for confirmation under s.12, and file the altered Memorandum with the certified order within 90 days (s.15). For an Articles change the Form VIII filing is the end of it. For a registered office change there is no resolution to file, only the board’s decision and Form VI within 28 days (s.77). After any of them: update the seal, letterhead, bank mandate, trade licence, TIN and BIN records, and any licence that carries the old name or address.

Changing the name

Section 11(6) lets a company change its name by special resolution with the prior written approval of the Registrar. The order of work: (1) name clearance for the new name at app.roc.gov.bd (Tk 500 + VAT; the same s.11 similarity and restricted-word rules apply — see our name clearance guide); (2) board meeting and 21 days’ notice of an EGM; (3) special resolution adopting the new name and amending clause 1 of the Memorandum; (4) Form VIII within 15 days with the resolution and the amended Memorandum; (5) application for approval with the clearance letter, the resolution and the fees the portal calculator shows for the application; (6) the Registrar issues a fresh certificate of incorporation in the new name under s.11(7). The company is the same person: contracts, property, licences and liabilities continue (s.11(8)), but each register that carries the name has to be updated — bank, NBR (TIN and BIN), trade licence, IRC/ERC, Invest Bangladesh (formerly BIDA), land records, trademarks — and this is where a month goes. Budget three to four weeks at RJSC and another month for the rest. A company directed by the Registrar to change its name under s.11(2) follows the same route, under the deadline in the direction, with fines of Tk 500 per day (company) and Tk 100 per day (officers) for non-compliance.

Changing the objects clause: the Court step

The objects clause of the Memorandum can be altered only for the purposes listed in s.12(1) — to carry on the business more economically, to attain the main purpose by new means, to enlarge the area of operation, to add a business that can conveniently be combined, to restrict or abandon an object, to sell the undertaking, or to amalgamate — and the alteration takes effect only when confirmed by the Court (s.12(2)). The procedure: special resolution; a petition to the Company Court (the High Court Division) with the resolution, the existing and proposed Memorandum, a list of creditors and the reasons; notice to creditors and the Registrar as the Court directs; hearing and order of confirmation under s.13; then a certified copy of the order and a printed copy of the altered Memorandum filed with the Registrar within 90 days (s.15) — miss it and the alteration and the order are void (s.16), with a 30-day revival window on application. The Citizen’s Charter lists the Court order among the filing documents and allows 30 days for recording an amendment. The whole exercise takes three to six months and the Court fee and counsel cost make it the most expensive amendment there is; many companies instead draft a wide objects clause at incorporation, which is the better answer. The draft 2026 amendment would move this approval to the Registrar; it is not yet law.

Changing the Articles

Section 20 allows a company to alter or add to its Articles by special resolution, subject to the Act and the Memorandum. No Court, no Registrar’s prior approval: the board proposes the change, the EGM passes it on 21 days’ notice by a three-fourths majority (s.87), and the company files Form VIII with the resolution and a printed copy of the altered Articles within 15 days (s.88; fine up to Tk 100 for every day of default). Common reasons: changing the transfer-restriction or pre-emption clauses before an investor comes in, altering the quorum or the number of directors, adding a shareholders’-agreement clause, authorising an increase of capital (which s.53 requires the Articles to permit), or replacing Schedule I Table A with a bespoke set. Points to watch: an alteration cannot require a member to take more shares or increase his liability without consent (s.20(2)); it cannot override the Memorandum; and an alteration that is lawful on its face may still be challenged under s.233 by a minority as oppressive — see our shareholder remedies guide. A re-stamping of the Articles is not required for an amendment; stamp duty was paid on the original.

Changing the registered office

Section 77 requires a company to have a registered office from the day it starts business, and to give the Registrar notice of its situation and of every change within 28 days, in Form VI; default attracts a fine of up to Tk 200 for every day it continues (s.77(4)). A board resolution is enough — the Memorandum only states that the office is “in Bangladesh” (s.6), so a move from Dhaka to Chattogram changes no clause; if the Articles name the city, alter them too. Filing fee Tk 200 + VAT. What people forget is the chain behind it: the trade licence belongs to the old premises and a new one is needed at the new address, the NBR circle may change with the address (a TIN transfer application), the BIN address is amended through the VAT online system, and the bank’s KYC file is updated with the new Form VI. A registered office must be a real place where notices can be served — not a post-office box — and the company must display its name and address there (s.78).

Deadlines, fees and fines at a glance

Fees are from the RJSC schedule as revised with effect from 1 July 2023; the “amendment of memorandum” and “change of name” lines are from the gazette text we have decoded and are marked for confirmation. All filings are online at app.roc.gov.bd with the signed resolution and minutes uploaded; a filing that is late by years is still accepted, with the late fee and the risk that the Registrar has meanwhile refused other filings because the record is out of date.