How to do Board resolution in Bangladesh in 2021

The focus of this article is on explaining what is Board Resolution, its procedure and the requirements of The Registrar of Joint Stock Companies And Firms (RJSC) for board resolution. The objective of this article is help Business/Company Owners and Directors to have a better understanding of the Process of Board Resolution.     

  1. What is Board Resolution?

The roles of corporate offices and the outcome of decisions or any votes in the board meetings regarding the Company are identified through the formal document called Board Resolution. Generally, Board Resolutions are written or prepared when a new member is voted into the board. In addition, Board Resolutions are also prepared when the Company wants to expand, hire, or let go of a large amount of workers; sell shares; buy any form of intellectual property rights; and/or any other major decision that will affect the company in a significant way. Board Resolutions can be found in the board minutes, and provide an accurate record of decisions made at a board meeting. 

  • How are Board Resolution held?

For every board meeting a notice needs to be given in writing to every director at least 7days before schedule date of meeting. The agenda and vote of agenda must be circulated at least 3days before the date of meeting. Decision reached by directors in board meeting, will be signed and the Resolution shall be deemed to have been passed on the date on which it is signed and dated as approved by all the Directors.

  • Types of resolution 

Extraordinary resolution 

A resolution is an extraordinary resolution when it is passed by at least 75% of the majority of members and in the notice of the meeting the intention of proposing the resolution as an extraordinary resolution has been specified. 

Special resolution 

A resolution is a special resolution when it is passed by at least 75% of the majority of members but the notice of the meeting must be given at least 21 days before the meeting and the notice must specify the intention of proposing the resolution as a special resolution.  

Ordinary resolution 

Resolution which is passed by ‘simple majority’ of members is an ordinary resolution. 

  • Registration of special and extraordinary resolution 

A copy of every resolution shall within fifteen days of passing be printed or typewritten and properly certified under the signature of an officer of the company and then it must be filled with the registrar (RJSC) who shall record the same. 

Consequently, it is important that companies are aware of these requirements. This is because if these procedural requirements are not complied with, the board resolution may not be valid and the company will be liable to penalty. 

  • RJSC requirements for Board resolution

Certain board resolutions need to be submitted to the RJSC along with other specified documents in order to get return for change from RJSC.  There are various forms in the RJCS which must be filled in depending on the change on which board resolution is done with a specified time.  For instance, in order to transfer shares Form 117 must be filled in the RJSC at the presence of the officials of RJSC. In addition to the Form, Affidavit by the seller; Board Resolution by the company approving the transfer of the shares; and Certificate of Transfer of Shares needs to be submitted in the RJSC. 

Legal Advice regarding Board Resolution by CLP:

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process and  legal provisions relating to Board Resolution in Bangladesh . 

For any queries or legal assistance, please reach us at:E-mail: [email protected]
Phone:+8801700920980. +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.


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