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The Memorandum of Association(MoA) and Articles of Association (AoA) together form the constitutive documents in company formation. Therefore, anyone proposing to form a company should file these two documents with the Registrar of Joint Stock Companies and Firms (RJSC). 

Memorandum of Association: The Memorandum of Association lays down the objectives of the company, i.e. the businesses which the company proposes to carry out. Note that in Bangladesh, the template for MOA is already set by RJSC and a company can include 7(seven) object clauses each containing 1000 (One Thousand) characters. It is important to bear in mind that once an MOA has been registered with the RJSC, it can be altered only with the permission of the High Court. Therefore, be careful with what you include or don’t include in the MOA. 

Articles of Association: Articles of Association of a company contain the regulations for company operation. By law, the company is required to have directors, hold general meetings of shareholders, have to follow specific procedures for issuance of new shares or transfer of shares etc. The AOA of a company includes provisions regulating the meetings (notice period for meetings, quorum necessary for each meeting), procedure for transferring shares (e.g. may include provisions for mandatory offering of shares to the existing shareholders before transfer of shares), allotment of new shares, power of board of directors and shareholders etc. Articles of Association is a technical document and in preparing the same, it is advisable to consult a lawyer or at the least have a good understanding of the company law provisions.

 

 

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