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Process of Cooperative society Registration in Bangladesh

Establishing a Cooperative Society in Bangladesh:

Process of registering a cooperative society is a frequently asked question among those who wants to establish a society. Legal issues, the procedure, and the cost associated with establishing a cooperative society are all crucial components to understand when establishing one. This article describes in detail the procedures and guidelines for establishing a cooperative society.

In order to establish a society under this Act, seven or more individuals who are affiliated for literary, scientific, or charitable purposes, or for any other purpose specified in section 20, may do so by subscribing their names to a memorandum of association and submitting it to the Registrar of Joint Stock Companies.

 

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Types of Legal Entity in Bangladesh

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Private Limited Company

In Bangladesh, a sizable portion of businesses are registered as private limited companies. Only the shared capital of the shareholders is subject to liability. In Bangladesh, private limited companies may be entirely owned by foreign entities. In Bangladesh, anyone over the age of eighteen may register a company.

Branch Registration

An extension of a parent company is referred to as a branch. The branch isn't a distinct organization. All of the branch's debts must be paid for by the parent company. A branch is permitted to conduct business in accordance with BIDA.

Liaison office / Representative

The liaison office's limited operations serve as a means of coordination and communication for Bangladesh's business resources. In Bangladesh, the representative office is unable to generate any local revenue.

Public Limited Company

A public limited company allows anyone to become a member. A Public Limited Company can have as few as seven members, and there is no upper limit to the number of members.

Sole proprietorship

The owner and the business entity are the same in a sole proprietorship. The owner’s liability is unlimited, and the owner is personally liable for all the liabilities. A sole proprietor is not required to register with RJSC.

JV Company

A joint venture or JV comprises two or more businesses or corporations linking their resources and knowledge to accomplish a specific objective.

Key Components of a Society

A minimum of ten members is required to constitute a registered cooperative society in Bangladesh  whose purpose is to advance the economic interests of its members in accordance with cooperative principles. A detailed description of the society registration procedure is provided below:

 

A minimum of ten members (10 Members) is required to constitute a registered society whose purpose is to advance the economic interests of its members in accordance with cooperative principles.

The identities, postal addresses, and professional roles of the governors, council, directors, committee members, or any other governing body entrusted with the management of the society's affairs in accordance with its bylaws.

In addition to the memorandum of association, a copy of the society's rules and regulations, at least three of which are members of the governing body, shall certify as to its accuracy.

 

Annually, no later than the fourteenth day following the day the annual general meeting of the society is convened as per the regulations of the organization is held, or January if the regulations do not stipulate an annual general meeting, a list including the names, addresses, and professions of the governors, council, directors, committee, or other governing body entrusted with the management of the company shall be submitted to the Registrar of Joint-stock Companies.

Section 2 requires the registrar to affix a memorandum and certified copy of the society's rules and regulations. In response, the registrar shall attest with his hand that the society has been duly registered in accordance with this Act.

For the registration of a society and for matters mentioned in the Schedule to this Act, remit payment to the registrar of the fees specified in that Schedule or such reduced fees as the Government may direct.

Step by step process of Registering your cooperative society in Bangladesh with the help of TRW

In Bangladesh, part of the society registration process is computerized.

The step-by-step process of cooperative society registration has been explained below: 

Step 1- Name Clearence

Selecting a distinctive name for the cooperative society is the initial phase in its formation. Once the name has been selected, an application for name clearance must be submitted to the Registrar of Joint Stock Companies and Firms (RJSC) in order to obtain the name approval certificate. One to two days is the typical delivery time for the certificate. The current name clearance fee imposed by the government is $3 USD.

You can read this RJSC-prepared guide for name clearance.

Use Internet Explorer and Mozilla Firefox to access the RJSC website. Other browsers might not function properly.

To increase your chances of getting your name approved quickly, make sure that:

  • The name must not be identical or too similar to any existing society names,
  • not infringe on any trademarks,
  • not obscene or vulgar,
  • and not already reserved.

An approved name will be reserved for six months from the date of clearance. You can extend the name by submitting an extension request shortly before its expiration date.

Step 2: MoA and AoA

MOA: Memorandum of Association

Subsequently, the Memorandum of Association (MOA) would be formulated, encompassing the Society's fundamental objectives. Furthermore, the cooperative society's MOA may encompass the subsequent provisions:

  • Address and nam of the society
  • Membership category: information regarding the membership classifications that the society will administer. Under this heading of the MOA, the territory or jurisdiction of the society is specified.
  • Obligations and privileges of the members
  • Subscription membership: this consists of the membership application procedure, fees, subscription duration, and more.The organization of the society encompasses particulars pertaining to its executive committee.
  • Election of the executive committee: this comprises the election procedure and regulations.
  • Additionally, the responsibilities of the advisers and executive committee members are delineated.
  • Information is provided regarding general and executive meetings, including the duration of each meeting and the specific details that are discussed.
  • Financial power: under this heading, information regarding the society-maintained bank, including its operations, funding source, and more, will be provided.

Arbitration: specifics regarding the resolution of disputes.

AOA: Articles of Association

The Articles of Association (AOA) serve as the organization's constitution. An AOA outlines the procedures for operating a Cooperative Society, including the election of officers such as the President, Secretary, Treasurer, and others. Furthermore, an AOA specifies the operational procedures for the cooperative society's bank account, the decision-making process to be followed by executive committee members, and the minimum quorum requirement for decision-making.

Opening Bank Account

In order to administer the funds of the Cooperative Society, it is necessary to establish a bank account in its name.

The following documents are required to be submitted:

  • Photocopy of the certificate of name clearance
  • Mock-up MOA
  • Passport photocopy required (applicable to foreign nationals)
  • NID (applicable to citizens of Bangladesh)

Upon receipt of the aforementioned documentation, the bank shall establish a provisional account in the society's name.

Step 4: Registration

To register a cooperative society, an application must be submitted to the registrar. The application must be accompanied by three copies of the proposed rules of the society and the MOA, and the persons making the application must provide any information about the society that the Registrar may require. The application must be accompanied by the prescribed registration fee.

In order for any such society to obtain registry under the Societies Registration Act of 1860, it shall be sufficient that the governing body file with the Registrar of Joint-stock Companies a memorandum showing the name of the society, the objects of the society, and the names, addresses, and occupations of the governing body, together with a copy of the rules and regulations of the society certified and a copy of the report of the proceedings of the general meeting at which

Cost of Registration

When the Registrar is satisfied with the aforementioned matters, he or she may register the society and its rules and immediately notify the Governor, who will publish a Government Notice. The registration of a society converts it into a body corporate under the name under which it is registered. In addition, the body will have perpetual succession and the authority to hold property, enter into contracts, institute and defend suits and other legal proceedings, and do whatever is necessary to carry out the purpose of its constitution.

Applying for  Trade License, TIN and other license!

After incorporation, you should either purchase or rent commercial space in any commercial area.

Then you must apply for a Trade License and Tax Identification Number. Depending on your company’s business activities, you may require additional business licenses.

 

Dissolving the Cooperative Society.

Any number of not less than three-fifths of the members of any society may vote to dissolve it, and it shall be dissolved immediately or at the time agreed upon. All necessary steps must be taken to dispose of and settle the society’s property, claims, and liabilities in accordance with any applicable society rules. It should be noted that no society may be dissolved unless three-fifths of its members vote in person or by proxy at a general meeting called for that purpose. Furthermore, if the Government is a member, contributor, or otherwise interested in any society registered under this Act, the society may not be dissolved without the Government’s consent.

BASIS FOR COMPARISONNGO and SocitiesNot For Profit Association
MeaningAn NGO refers to a non-governmental organization formed by ordinary citizens, that operates autonomously of government.An organization set up to provide goods and services to people, and operates on the principle that no member will receive share profits or losses of the entity is known as NPO.
RegistrationThe registration of the INGO or the NGO must be carried out by the body of the NGOAB concerned. Application in the specified form shall be made to the NGOAB along with payment of the required fee and all related documents such as operation report, letter of intent, constitution, copy of the Treasury Challenge with respect to payment of registration fees, etc.The “non-profit association” or Club may be registered under the Companies Act of 1994.Both types of companies (i.e. “association not-for-profit”) shall enjoy all of the advantages of a limited liability company and be subject to all of its obligations. Both types of businesses are registered as Limited by Guarantee Companies. Company Limited by Guarantee refers to a company that may not have a share capital and whose members promise to pay the company’s debts up to a predetermined limit in the event of liquidation.
Area of operationLargeLimited
ObjectiveTo work for the betterment of society and economy as well, bring awareness of human rights, women empowerment etc.To promote art, science, research, commerce or any other useful purpose.
Cooperative Society Registration in Bangladesh

Any company or society established for a literary, scientific, or charitable purpose and registered under Act XLIII of 1850, or any such society established and constituted prior to the passing of this Act but not registered under the said Act XLIII of 1850, may at any time hereafter be registered as a society under this Act; provided that no such company or society shall be registered under this Act unless an assent to its being so registered has been

In the case of a company or society registered under Act XLIII of 1850, the directors are deemed to be the governing body. In the case of a society that is not so registered, if no such body is formed at the time of its establishment, the members of the society may, upon due notice, form a governing body to act for the society from that point forward.

Bangladesh is emerging as one of the world's most promising outbound markets. Because of the country's rapid economic growth, the society formation procedure is frequently asking new entrepreneurs questions. All of your questions about how to register your society have been answered above.

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Register your Co operative society with the best law firm in Bangladesh

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