One of the crucial aspects of the relationship between a lawyer and clients is the attorney client privilege. It means that the communications between the lawyer and clients cannot be forced to disclose. It assures the client that s/he can disclose all material facts to the lawyer and it will not be disclosed and used against him/her in any court. If any client discloses any confidential information to his/her lawyer, the lawyer cannot disclose that information. Such candid disclosure enables the lawyer to provide better advice and representation to the client. If such protection was not provided, it would force any person to think twice before disclosing any unfavorable facts to the lawyer. Which would ultimately hamper the person’ right to obtain a candid legal advice from his/her lawyer. It is one of the core characteristics of the lawyer – client relationship. [Read more…]
What is a “resolution“:
The word “resolution” is not defined in our Companies Act 1994. Usually, in terms of company law, a resolution means the formal decision of a body (either the board of directors and/or shareholders) which has been taken in
a meeting after proper deliberations. In a normal scenario, any proposed action (that require prior approval) is set out before the board of directors or shareholders as agenda for their approval. After the quorum is
fulfilled, the board of directors or shareholders discuss, amend and vote such agenda. If the agenda is approved by a majority of the directors/shareholders, it becomes a resolution.
Kinds of resolutions:
Under the Companies Act 1994, (the “Act”) there are three kinds of resolutions for general meetings – i) Ordinary; ii) Special; and iii) Extraordinary resolution.
There is also resolution of board meetings. But in this post, I will only discuss resolutions of general meetings. [Read more…]
Last year government published the Bangladesh Labour Rules 2015. Since then I have been receiving lots of request for English translation of the both Act and Rules. Later government published an authenticated English translation of Bangladesh Labour Act 2006. But until recently there is no English translation of Labour Rules 2015.
Few days back, one of my acquaintance emailed me an unofficial translation of the Labour Rules 2015. However he cannot confirm who translated it.
For your convenience, here is the Authenticated English Translation of the Bangladesh Labour Act 2006 and unofficial English translation of Bangladesh Labour Rules 2015.
Let me tell you a story.
Few months back, one of our clients wanted to start two different businesses. So, we incorporated two different companies for the client. Except for the object clause, both companies have nearly identical Articles of Association. Businesses were good and soon our client had some new shareholders in those two companies. They needed some restructuring. They also needed to amend the Articles of the two companies.
After few rounds of emails, we finalized the draft, held an extra ordinary general meeting, passed the resolution and adopted the new articles. We submitted all the documents with the Registrar of Joint Stock Companies and Firms (hereinafter “RJSC”) as the Companies Act 1994 required. We were waiting to close the deal.
Then something strange happened. RJSC approved and issued certified copies for one company. But they refused to accept the documents of another company. According to the dealing officer of RJSC, we did not follow the Companies Act properly. We prepared identical documents for the both companies and documents for one company were accepted without any question. But the officer responsible for the second company did not move. He did not care what the other officer did. We had to redraft the documents according to his wish.