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2020-12-15

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BRPD Circular Letter No. 57: Abolition of requirement to use the general seal of the Company

This circular informs scheduled banks in Bangladesh that the Companies (Amendment) Act, 2020 has abolished the legal requirement for companies to use a common company seal. The document includes a copy of the Gazette notification detailing specific amendments to the Companies Act, 1994, which delete references to the common seal from Sections 2, 24, 31, 46, 78, 79, 85, 208, 225, 262, 347, and 363, and replace Sections 128 and 129 to govern document execution via attorneys without the need for a seal.

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BRPD Circular Letter No. 57 Banking Regulation and Policy Department Bangladesh Bank Head Office Dhaka.

BRPD Circular Letter No. - 57 30 Agrahayan, 1427 Date: ----------------------- 15 December, 2020

Managing Director / Chief Executive Officer All Scheduled Banks operating in Bangladesh.

Dear Sir,

Regarding the abolition of the requirement to use the general seal of the Company.

Through the Companies (Amendment) Act, 2020 (Act No. 07 of 2020), published in the Extraordinary Gazette of Bangladesh on February 25, 2020, the requirement to use the general seal of the Company has been abolished.

A copy of the aforementioned Act is enclosed herewith for your information and necessary action.

Enclosure: 03 (three) pages.

Yours faithfully,

(Md. Nazrul Islam) General Manager Phone-9530252

Registered No. D A-1 Bangladesh Gazette Extraordinary Issue Published by Authority Tuesday, February 25, 2020

National Parliament of Bangladesh Dhaka, 12 Falgun, 1426 / 25 February, 2020 The following Act passed by Parliament received the assent of the President on 12 Falgun, 1426 corresponding to 25 February, 2020 and is hereby published for general information:

Act No. 07 of 2020 An Act to further amend the Companies Act, 1994

Whereas it is expedient and necessary to further amend the Companies Act, 1994 (Act No. 18 of 1994) for the purposes specified below; It is hereby enacted as follows:

  1. Short title and commencement. (1) This Act shall be called the Companies (Amendment) Act, 2020. (2) It shall come into force immediately.

  2. Amendment of Section 2 of Act No. 18 of 1994. The words "to affix the common seal of the company" and the comma in the first part of clause (zh) of sub-section (1) of Section 2 of the Companies Act, 1994 (Act No. 18 of 1994), hereinafter referred to as the said Act, shall be deleted.

(2779) Price: Taka 4.00

2780 Bangladesh Gazette, Extraordinary, February 25, 2020

  1. Amendment of Section 24 of Act No. 18 of 1994. The words "and a common seal" in sub-section (2) of Section 24 of the said Act shall be deleted.

  2. Amendment of Section 31 of Act No. 18 of 1994. The words "with common seal" in Section 31 of the said Act shall be deleted.

  3. Amendment of Section 46 of Act No. 18 of 1994. The words "by affixing its common seal" in sub-section (1) of Section 46 of the said Act shall be deleted.

  4. Amendment of Section 78 of Act No. 18 of 1994. Clause (kha) of Section 78 of the said Act shall be deleted.

  5. Amendment of Section 79 of Act No. 18 of 1994. Clause (ka) of sub-section (2) of Section 79 of the said Act shall be deleted.

  6. Amendment of Section 85 of Act No. 18 of 1994. The words "its seal or otherwise

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