Meetings and Resolutions · Bangladesh

Board and AGM Compliance in Bangladesh

We make sure every board meeting, AGM and EGM is called, held, voted and minuted the way the Companies Act 1994 and your articles require, so the decisions your company takes cannot be challenged later.

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Definition

What Is Board and AGM Compliance?

Board and AGM compliance means holding a company’s board meetings and general meetings, including the annual general meeting (AGM) and any extraordinary general meeting (EGM), with the notice, quorum, voting and minutes required by the Companies Act 1994, the company’s articles and the Bangladesh Secretarial Standards, so that every resolution passed is valid.

A decision taken at a badly called meeting can be challenged by a shareholder, rejected by a bank or questioned by RJSC.

Where meeting mistakes surface

  • 1A bank refuses a board resolution for a new signatory
  • 2RJSC queries a filing that relies on a general meeting
  • 3A shareholder disputes a decision taken without proper notice
TWO MEETINGS, TWO JOBSBOARDRuns thebusinessQuarterlyMEMBERSApprove whatthe law reservesAGM and EGMBOTHNoticeQuorumMinutes
  • Board decidesBudgets, contracts, bank mandates, share transfers, calling general meetings
  • Members decideAccounts, dividends, directors, auditors, changes to the articles and capital

Resolutions

Ordinary, Special and Extraordinary Resolutions

The type of resolution sets the vote you need and the notice you must give. Get either wrong and the decision can be set aside.

MORE THAN HALF

Ordinary resolution

Majority
Simple majority of votes cast
Notice
Normal notice of the meeting

Used for most AGM business, such as adopting accounts, electing directors and appointing auditors.

THREE-QUARTERS

Extraordinary resolution

Majority
At least three-fourths of votes cast
Notice
Must say it is an extraordinary resolution

Section 87(1). Used where the Act or the articles call for it.

THREE-QUARTERS + 21 DAYS

Special resolution

Majority
At least three-fourths of votes cast
Notice
At least 21 days, stating it is a special resolution

Section 87(2). Needed for changes such as altering the articles.

General meetings

The Rules for a Valid AGM or EGM

Seven numbers decide whether a general meeting was properly held. We check every one before the meeting, not after.

14Days' noticeWritten notice of a general meeting, with the date, time, place and business, goes to every member at least 14 days before (Section 85, BSS-2).
21Days if publishedWhere the notice is also advertised in a newspaper, the advertisement must appear at least 21 days before the meeting (BSS-2). Listed companies publish in two national dailies, one Bangla and one English.
2Members for quorumIn a private company. A public company needs five members present.
0Proxies in quorumProxies do not count towards the quorum (BSS-2).
100%Consent for a short-notice AGMAn AGM can be held at shorter notice only if all members entitled to vote agree. Other general meetings need members holding 95% of the paid-up voting capital (BSS-2).
1/10To demand a pollThe chair, five members, or members with one-tenth of the voting capital can call for a poll.
30Days for minutesMinutes entered in the minute book and signed by the chair (BSS-2).

For AGM deadlines, extensions and the Schedule X filing that follows, see RJSC annual return and filings. For registers and share transfers, see corporate secretarial services.

Virtual and hybrid meetings

Can Board Meetings and AGMs Be Held Online in Bangladesh?

Yes, with care. BSS-5, the Bangladesh Secretarial Standard on meetings through electronic modes issued in December 2020, sets out how hybrid and fully virtual meetings should be run. Directors who join online count towards the board quorum, and votes at a virtual general meeting are taken on a poll rather than a show of hands.

The Companies Act itself is silent on electronic meetings, so your articles should allow them before you rely on one.

What a valid online meeting needs

  • ✓Articles that allow electronic attendance
  • ✓A continuous recording kept until the audit is done
  • ✓Minutes that name who attended online and from where

AGM

Ordinary business
1
Receive the audited accountsBalance sheet, profit and loss account, and the auditor's and directors' reports
2
Declare a dividendIf the board has recommended one
3
Elect or re-elect directorsIncluding directors retiring under the articles
4
Appoint the auditorAnd fix the auditor's remuneration

Anything else is special business and must be explained in the notice.

The AGM agenda

What Must Be Decided at an AGM?

An AGM has four pieces of ordinary business: the audited accounts and reports, any dividend, the election of directors and the appointment of the auditor. These pass by ordinary resolution.

Anything beyond that, such as changing the articles or raising capital, is special business. The notice must describe it, and many items need a special resolution with 21 days’ notice.

Our AGM pack

  • 1Notice, agenda and explanatory statement
  • 2Proxy forms and attendance register
  • 3Draft resolutions, scripts and signed minutes

FAQs

Board and AGM Compliance: FAQs

It is holding board meetings and general meetings with the notice, quorum, voting and minutes required by the Companies Act 1994, the company’s articles and the Bangladesh Secretarial Standards, so every resolution is valid and can be relied on.

At least 14 days’ written notice to every member, stating the date, time, place and business. If a special resolution is proposed, at least 21 days’ notice is needed. A shorter-notice AGM needs the agreement of all members entitled to vote.

An ordinary resolution passes with a simple majority. A special resolution needs at least three-fourths of the votes cast and at least 21 days’ notice stating the intention to propose it, under Section 87(2) of the Companies Act 1994.

Two members personally present for a private company and five for a public company, unless the articles set a higher number. Proxies do not count towards the quorum.

At least once in every three months and at least four times a year, under Section 96 of the Companies Act 1994.

Yes, if the articles allow it. A resolution by circulation is sent to all directors with the supporting papers and is passed when the required number approve it in writing. It is then noted at the next board meeting.

BSS-5 sets out how hybrid and virtual meetings should be run, with voting by poll and a continuous recording. The Companies Act is silent on electronic meetings, so check that your articles allow them first.

The company and its officers in default face a fine of up to Tk 10,000, plus up to Tk 250 for each day the default continues. RJSC can extend the deadline if you apply in time; otherwise the High Court Division must condone the delay.

MOTION CARRIEDNotice · Quorum · Vote · Minutes

Make Every Board and AGM Decision Stick

Send us your articles and the minutes of your last board meeting and AGM. We will check notice, quorum, voting and records, list anything that could be challenged, and quote a fee to run your next meetings.

BPO Bangladesh · Suite 610, 5th Floor, Rupayan Shopping Square, Bashundhara R/A, Dhaka 1229 · +880 1711-990020

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