Regulatory Alerts2023-05-24
Added
DFIM Circular No. 04: Indication of Public Limited Company under The Companies (2nd Amendment) Act, 2020
Financial institutions operating in Bangladesh must append the words "Public Limited Company" or "PLC" to their names to comply with Section 11C of the Companies Act 1994, as amended by the Companies (2nd Amendment) Act, 2020. This change requires institutions to amend their Memorandum and Articles of Association, for which Bangladesh Bank's prior approval is mandatory under Section 46 of the Financial Institutions Act 1993. Institutions are authorized to execute the necessary legal procedures for this name change and amendment internally without submitting separate applications to Bangladesh Bank. Following the amendment, institutions must apply to the Department for publication of the new name in the Gazette by submitting certified copies of the revised Memorandum and Articles of Association along with the Registrar of Joint Stock Companies and Firms (RJSC) certificate.
Department of Financial Institutions and Markets Bangladesh Bank Head Office Dhaka. Ref No.: DFIM-Circular-04 10 Jyestha, 1430 DFIM Circular No.: 04 Date: ---------------- 24 May, 2023
To Managing Director/Chief Executive Officer All Financial Institutions operating in Bangladesh.
Subject: Indication of Public Limited Company under The Companies (2nd Amendment) Act, 2020.
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A new Section 11C regarding the indication of Public Limited Company has been inserted into the Companies Act 1994 (Act No. 18 of 1994) through the Companies (2nd Amendment) Act, 2020. Rule (a) of the inserted Section 11C mandates that in the case of a Public Limited Company, the words "Public Limited Company" or "PLC" shall be written at the end of its name.
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Financial institutions must append "Public Limited Company" or "PLC" at the end of their names to comply with the aforementioned rule. To this end, it is necessary to amend the Memorandum and Articles of Association of the concerned financial institutions. Prior approval of Bangladesh Bank is required to amend the Memorandum and Articles of Association of financial institutions under Section 46 of the Financial Institutions Act 1993 and DFIM Circular No. 06 dated 20/11/1997 of this Department.
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In this context, financial institutions are hereby authorized to carry out the necessary legal procedures for adding "Public Limited Company" or "PLC" after the words Limited or Ltd. in the existing names of financial institutions and amending the Memorandum and Articles of Association, in accordance with the inserted rules of the Companies (2nd Amendment) Act, 2020. Consequently, there is no need to submit separate applications to Bangladesh Bank under Section 46 of the Financial Institutions Act 1993 and DFIM Circular No. 06 dated 20/11/1997 of this Department regarding this matter.
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However, after making the necessary amendments and corrections in the Memorandum and Articles of Association, financial institutions must apply to this Department for publication of the changed name in the Gazette, submitting the changed and registered Memorandum and Articles of Association, a certified copy of the Articles of Association, and the certificate issued by the RJSC.
This circular is issued under the powers conferred by Section 18(c) of the Financial Institutions Act, 1993.
Yours faithfully,
(Md. Amir Uddin) Director (DFIM) Phone- 9530178.