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The Companies (Amendment) Act, 2020 was recently passed in the Parliament by amending the existing Companies Act, 1994, which was published in the Gazette on 25 February 2020 with the consent of His Excellency the President and has been in force since that day. Earlier, an initiative was taken to enact a new Companies Act, which seems to have been discontinued for the time being.
According to sections 2 to 15 of the said amendment law, a total of 14 sections have been changed. Analyzing these 14 amendments, there are basically two issues.
Firstly, the first is that the obligation to use common seal / common seal / official seal has been abolished in the Companies Act. In this regard, in sections 2, 24, 31, 48, 6, 69, 65, 206, 225, 262, 346 and 373, the use of common seal has been abolished by changing some parts related to seal.
The second is that the Company may authorize in writing any person in general or in any particular case anywhere in or outside Bangladesh to execute documents on its behalf as its attorney and it will be acceptable for the company to sign any attorney document. Sections 126 and 129 have been replaced in this regard.
The new section 127 states that the Company may, in writing, authorize any person in writing, in general or in any particular case, anywhere in or outside Bangladesh, to execute the document on his behalf, and the document is effective if the attorney signs the document on behalf of the company. And it shall be binding upon the Company.
The new section 129 stipulates that a company shall be able to delegate power to any person outside Bangladesh in accordance with the objectives of any company if any of its functions need to be performed outside Bangladesh and if the company is empowered by its constitution in any territory outside Bangladesh. If there is any time mentioned in the deed for giving power to the representative for this purpose, till that time or if that document is not mentioned at any time, the power of representative will remain in force till the person who deals with the representative withdraws the power of representative or gives notice of termination.