The Companies Act 1994 Explained: How the Act Is Organised, the Sections That Matter, and What Has Changed

In this guide: Section finder · How the Act is organised · The 2020 amendment · The draft Companies (Third Amendment) Act 2026 · Using the Act: texts, Table A and the Court

The short answer

Read the Act through the question you have. Forming a company: ss.2, 4–10 (types of company, formation, Memorandum), 11 (names), 17–28 (Articles; s.28 non-profit licence) and Schedule I (Table A, the default Articles). Running it: ss.30–38 (members and transfers), 53–60 (capital), 77 (registered office), 81–89 (meetings, resolutions, minutes), 90–115 (directors), 151 (allotment), 159 onward (charges), 181–213 (accounts and audit), 36 and Schedule X (annual return). When things go wrong: s.233 (oppression and mismanagement), the winding-up Part from s.234 (by the Court, voluntary, liquidators, misfeasance), s.346 (strike-off and restoration). Special forms: ss.392A–L (OPC) and ss.378–392 (foreign companies and their branches). Fees are in s.348 and Schedule II, revised by the Ministry of Commerce, most recently with effect from 1 July 2023. The section finder below links each group to the guide where we explain the procedure, the forms and the fees.

Section finder

Section ranges are given to help you find the provision; check the exact section in the current text before citing it in a filing or a pleading. The numbering of the winding-up and foreign-company Parts is longer than this table suggests, and we cite the specific section in each guide.

How the Act is organised

The Act follows the architecture of the Indian Companies Act 1913 and the English Companies Act 1948 from which it descends: preliminary provisions and definitions; constitution and incorporation, including the Memorandum (which states the name, the registered office in Bangladesh, the objects, the liability of members and the capital) and the Articles (the internal rules, defaulting to Table A in Schedule I where a company adopts none of its own); share capital, including allotment, transfer, alteration and reduction; management and administration, covering the registered office, meetings, resolutions, directors, managing agents (largely obsolete), accounts and audit; prevention of oppression (s.233); winding up by the Court, voluntarily, and subject to supervision, with the liquidator’s powers, the order of payment and the offences; companies authorised to register; foreign companies; the Registrar, fees and offences; and, since 2020, a Part for the One Person Company. Penalty provisions are scattered through the Act — almost every filing obligation carries its own fine on the company and “every officer in default” — rather than collected in one place, which is why our guides give the fine next to each deadline.

The 2020 amendment

The Companies (Second Amendment) Act 2020 (Act 24 of 2020), in force from late November 2020, made the most significant changes since 1994. It created the One Person Company (ss.2(1)(খখ), 11A, 392A–L) with its capital and turnover thresholds, nominee and conversion rules; it provided for electronic registration, filing and certificates, which is the legal basis of app.roc.gov.bd and the digital certificate; it reserved the suffix “Public Limited Company” or “PLC” for public companies, leaving “Limited” to private companies; and it revised several notice, meeting and procedural provisions. Earlier amendments adjusted fees, penalties and the Registrar’s powers. The Ministry of Commerce’s fee revision of 2023 was made under s.348 and Schedule II and is not an amendment of the Act itself. Our OPC guide covers the 2020 Part in detail.

The draft Companies (Third Amendment) Act 2026

A draft amendment was circulated by the Ministry of Commerce in August 2026 and reported in the business press. As reported, it proposes: lowering the OPC paid-up capital range to Tk 5 lakh–50 crore, removing the turnover test and requiring conversion only when both capital and turnover exceed Tk 100 crore; letting the Registrar, rather than the Court, approve alterations of the objects clause and names; raising the s.11 name fines from Tk 500 to Tk 5,000 a day (officers Tk 100 to Tk 500); a new beneficial-ownership declaration (proposed s.34A) with fines up to Tk 50,000; automatic registration with model Memorandum and Articles (proposed s.401A); striking off companies inactive for two years; and extending the period for registering charges from 21 to 30 days. None of this is law. The draft may change in consultation and in Parliament, and RJSC applies the Act as it stands. Every guide in this series that a proposal would affect says so, and we will update them the week an amending Act is gazetted.

Using the Act: texts, Table A and the Court

The Bangla text is published on bdlaws.minlaw.gov.bd (Act 788) and in the Gazette; the English text on the same site is an unofficial translation that has not been updated for every amendment, so cite the Bangla where they differ. Table A in Schedule I applies to a company limited by shares so far as its own Articles do not exclude or modify it; most private companies registered through the RJSC portal adopt Articles that incorporate or adapt it, and its regulations on transfers, meetings, quorum and directors fill the gaps in many disputes. Forms are prescribed under the Act and the Companies Rules; the Form numbers (I, VI, VIII, IX, X, XII, XV, 117, Schedule X) are those used at RJSC and in our guides. The Court under the Act is the High Court Division, sitting as a Company Bench, for winding up, s.233 petitions, confirmation of objects alterations, reductions of capital, rectification of the register and restoration after strike-off; ordinary contract and debt claims against a company go to the civil courts. Our company disputes desk appears before the Company Bench.