Bangladesh Company Law
How to Register a Company in Bangladesh
Tahmidur Rahman, Senior Associate
5 Aug 2019
How to open a Company in Bangladesh: This post & Infographics will give you a thorough overview of the company registration process in Bangladesh.
STEP BY STEP Process of registration of a company in Bangladesh (Company Formation)
This tutorial/guide will give you a thorough overview of the criteria, procedure and schedule for company registration in Bangladesh, that is how to open a company in Bangladesh. Bangladesh, like most other jurisdictions, has a set of original and continuous regulatory compliance requirements to start and operate a business.
Note that most Bangladeshi companies are registered as private limited liability companies (frequently known as private limited companies) when considering registering a fresh business or relocating your current business to Bangladesh. A private limited company is a separate legal entity in Bangladesh and shareholders are not liable for the debts of the company beyond the amount of share capital they have contributed. If an individual wants to open a company in Bangladesh (foreign or local) above the age of 18 may register a business in Bangladesh under the Companies Act 1994.
THE PROCEDURE OF REGISTRATION:
Company registration is partly computerized in Bangladesh.
The Bangladeshi company configuration procedure involves five separate measures:
a) Name Clearance;
b) Drafting Documents (AoA, MoA),
c) opening and bringing in the paid-up investment bank account;
d) registration of the business, and lastly
e) The post registration formalities.
**Step (C) is only relevant if the suggested business has any foreign shareholder.
Here’s a detailed infographics on how to register a company in Bangladesh. (The Five Step Process to open a company in Bangladesh)
Steps of Formation of a Company in Bangladesh in Details:
Name Clearance Website Link (RJSC) – Click here or on the picture to visit the RJSC website[/how to open a company in Bangladesh]
“TLS- TR Barristers in Bangladesh is Considered as one of the leading firms in Company Law in Bangladesh”
STEP 1: NAME CLEARANCE
To set up a business in Bangladesh, your first step would be to acquire a name clearance for the business name you are proposing. Visit www.roc.gov.bd and first generate a username. Then you can apply for the clearance of your name. You will obtain a bank payment slip after you have submitted the name clearance request and you will have to pay Taka 600 to the specified bank. You’ll need to sign in to your account on the RJSC website after making the deposit and then you’ll get the name clearance.
You can read this manual for name clearance prepared by RJSC.
Tip: when using the RJSC website, use Google Chrome or Mozilla Firefox. Other browsers may not function correctly.
Make sure the name is not identical or too similar to any current local business names that do not infringe any trademarks is not obscene or vulgar is not already reserved to enhance your likelihood of fast name approval. An authorized name will be reserved for 6 months from the date of clearance. You can extend the name just before the expiry date by submitting an extension application.
STEP 2: DRAFTING DOCUMENTS
To open a company in Bangladesh, after name clearence you must draft the Association Article (AoA) and Association Memorandum (MoA). While preparing these, you must draft them together with other types as RSJC compliance requirements. You should hire a reputed law firm which will be able to reach the necessary objectives of your prospective company and draft them accordingly in your company memorandums.
STEP 3: Opening and bringing in the paid-up investment bank account
This step only applies if foreign shareholding is held by the suggested business.
Next, you will need to open a bank account with any scheduled bank in Bangladesh in the suggested name of the business. You will have to remit cash equal to the shares in the account after opening the account to be owned by the foreign shareholder from outside of Bangladesh. The bank will issue an Encashment Certificate needed to be incorporated by RJSC.
“This step (no. 3) only applies if foreign shareholding is held by the suggested business.”
Skyscrapers in Bangladesh
STEP 4: Submission of Documents to RJSC for Registration
The fourth step on how to open a company in Bangladesh is to provide all the data needed on the website of the RJSC. You’ll also need to upload Form IX and Subscriber Page. You will obtain a bank payment slip for paying the registration charges together with the stamp duty after you complete the entire process.
You can read this RJSC prepared manual to submit all the data on the website of the RJSC.
You’re done after making the bank deposit. Now you need to follow up with the RJSC to get the certificate of incorporation. The papers and data will be checked by RJSC authorities. If they are satisfied, they will issue the digitally signed I Incorporation Certificate; (ii) MoA and AoA; and (iii) Form XII. These papers will be mailed to your RJSC-related email address.
There are instances where the process of incorporation can be postponed if the shareholders or managers are of certain nationalities, although this only occurs in rare cases. In such cases, additional information may be asked by the authorities.
STEP 5: Post Registration Formalities
DOCUMENTS ISSUED BY RJSC:
- Incorporation Certificate: RJSC will issue the company’s Certificate of Incorporation. The certificate will have the amount of the registration, the business name and the date of incorporation.
- Form XII: Form XII includes the company’s director list.
- Certified copies of Memorandum of Association and Articles of Association.Some of the other products you will most likely need when your Bangladeshi company is registered include:
- share certificates for each shareholder.
- Shareholders, stocks, managers etc. register.
- Company seal
- A rubber stamp for APPLYING FOR TRADE LICENSE
- TAX IDENTIFICATION NUMBER AND OTHER LICENSES
- After incorporation, you should purchase a business room or lease some room in any business room.
Then you need to apply for the number of Trade License and Tax Identification. You may need to acquire more company permits, depending on the company operations of your company.
RETURN FILING REQUIREMENTS Annual return: An annual general meeting must take place every calendar year. The AGM must be carried out within 18 months of the incorporation of the business, after which no more than 15 months can pass between one AGM and the next.
Regular return: In the event of any change in the board of directors or the shareholding structure or any other change, a corresponding return must be submitted to the RJSC within a specified period.
If you want to know how to obtain trade license for your business venture, read this post.
- Click here to know about Trade License Process and Renewal in Bangladesh
As a foreigner can I have an overview all the Bangladeshi legal entities so that I can navigate the best route to take to open my company?
Overview of legal entities in Bangladesh Type of Entity Maximum allowed foreign ownership Minimum paid-up capital Minimum no. of shareholders Private Limited Company 100% $1* 2 Public Limited Company 100% $1* 7 Subsidiary Company 51 $1* 2 Branch Office 100% No capital* No shareholders Representative Office 100% No capital* No shareholders *However, if you want to hire a foreign employee, you need to make an inward remittance of US$ 50,000 beforehand.
What kind of company should I form?
If you want to save money, you should form a partnership or a sole proprietorship. If you can recover the compliance and setup costs, you may prefer to form a Private Limited Company or an LLP.
What exactly is a trade license in Bangladesh?
Obtaining a trade license is the first step in starting a business. Doing business in Bangladesh necessitates a formal authorization from an important office of Dhaka City Corporation or Municipality (Union Parishad, pouroshava, upozilla, or zillaparishad). This permission is granted as a Trade License.
In Bangladesh, how many different types of trade licenses are there?
Depending on the type of business, Dhaka City Corporation provides two types of trade license Forms. The process for obtaining a Trade License for manufacturing and commercial business entities may differ slightly, as may the list of documents required.
What is the difference between a private and a public company?
A public company is one that is listed on a well-known stock exchange and can be freely traded. When a private limited company is not listed on a stock exchange and is owned privately by the company's members.
What would be the cost if I want to open a company in Bangladesh? Cost of Company Registration in Bangladesh?
What would be the cost if you want to open a company in Bangladesh?
Cost of registering a company in Bangladesh:
The amount of your company's registration fees and expenses in Bangladesh will depend on the nature of your industry. The table below provides the estimated cost of forming a business:
|CATEGORY||NATURE OF BUSINESS||EXPECTED COST (TAKA)|
|A||SERVICE AND GENERAL TRADING COMPANY||LESS THAN 60000|
|B||RELATING TO EXPORT AND IMPORT COMPANY||LESS THAN 120000|
|C||RELATING TO EXPORT, IMPORT AND MANUFACTURE||LESS THAN 400000|
|D||BRANCH AND REPRESENTATIVE OFFICE||LESS THAN 60000|
|E||EMPLOYMENT AND INVESTOR VISA||LESS THAN 50000|
How do I apply for a limited liability company in Bangladesh?
Step 1: Get your name cleared.
Step 2: Create the necessary documents.
Step 3: Create a bank account.
Step 4: Documents must be submitted to the RSJC.
Step 5: Compliance after registration.
Can a foreign corporation purchase land in Bangladesh?
No, it does not. A foreigner cannot purchase real estate in Bangladesh.
What are the differences between Partnership, Proprietorship, Private Limited Company and Public Limited Company in Bangladesh?
Business Structure Comparison Chart for Bangladesh
Private Limited Company
|The business duration can be perpetual||Until the death of the owner. It will eventually be carried by the heirs.||Until the owner's demise. It will ultimately be carried by the descendants.||Permanent unless specifically stated otherwise||Permanent unless specifically stated otherwise|
|Equity based share allotment||Not applicable||Not applicable||Applicable||Applicable|
|Owners need not be BD citizens or residents||Must be BD Citizens||Must be BD Citizens||Not required||Not required|
|Owners have limited liability for business debts and obligations||Owner shall have to take the full liability||Owners shall have to take full liability||Shareholders & directors have limited liability||Shareholders & directors have limited liability|
|Tax Calculation||Tax shall be calculated on the individual head of the proprietor at individual tax rate||Tax shall be calculated on the individual head of the partners at individual tax rate||Tax shall be calculated at the corporate tax rate||Tax shall be calculated at the corporate tax rate for the branch office|
|Owners can reduce their overall tax rate by participating in the company's profits and losses.||No||No||No||No|
|Owners can reduce their overall tax rate by participating in the company's profits and losses.||Yes||Yes||No||No|
|Not required to hold annual meetings or record meeting minutes||Yes||Yes||No, Regular filing with the company house is necessary and required.||No, Regular filing with the company house is necessary and required.|
|May issue shares of stock to attract investors||No||No||Yes||Yes, mother company may issue|
|May have an unlimited number of owners||No, only one||Yes, minimum 2 partners required||Yes, up to 50 members||No|
|May be owned by another business, rather than individuals||No||Yes||Yes||Yes|
|Need to submit annual audited report||No||Not mandatory, yet they can submit annual return.||Yes||Yes|
|Authority||Union/Municipality/City Corporation||Union/Municipality/City Corporation|
Along with RJSC
|RJSC||BOI & RJSC|
|Comparative credibility to Banks, Investors & clients||Comparatively less||More than Sole Proprietorship||It has comparatively more credibility to the stakeholders to be engaged with||Comparatively less than Limited Company|
What is the time required to open a company in Bangladesh? What is the timeline for opening a company in Bangladesh?
How much Time do I need to open a company in Bangladesh?
Time Requirement for a Company Formation in Bangladesh:
For our clients, We want to finish the registration process as soon as possible. To prepare documentation, RJSC online submission, payment and physical meeting with RJSC officer are often very time consuming. Here is a rough estimation on what you can expect as a timeline when we will open the company for you.
|LICENSE / APPROVAL||PARTICULARS||DURATION|
|INCORPORATION CERTIFICATE||MOA, AOA, AND FORMS||7 DAYS|
|TRADE LICENSE||TRADE LICENSE COPY WITH PHOTO||2-3 DAYS|
|TAX IDENTIFICATION NUMBER (TIN)||TIN IS A MUST FOR ALL COMPANIES||1 DAY|
|VAT||VAT IS A MUST FOR ALL COMPANIES||7-10 DAYS|
|MEMBERSHIP FROM THE CHAMBER OF COMMERCE||ALL EXPORT AND IMPORT COMPANIES||5-30 DAYS|
|IMPORT AND EXPORT LICENSE (IRC, ERC)||ONLY FOR EXPORT AND IMPORT COMPANY||7-15 DAYS|
|FIRE LICENSE||FOR ALL FACTORY AND CORPORATE||7-15 DAYS|
|FACTORY LICENSE||MANPOWER APPROVAL||3-10 DAYS|
|BOSTRO||FOR CLOTH FACTORY BUSINESS||7-10 DAYS|
|BRANCH OFFICE||BRANCH PERMISSION FOR 2-5 YEARS||30 DAYS|
|BEPZA / BIDA||BRANCH OPEN PERMISSION FOR 3-5 YEARS||30 DAYS|
How can I find out if my company is registered in Bangladesh?
How can I find out if my company is registered in Bangladesh?
The ROC GOV BD website is accessible to everyone, but registered users can check easily and in detail once they log in.
To check, go to App Roc Gov Bd at app.roc.gov.bd. Additionally, check the registered email to receive updates if there are any changes.
Which foreign nation invests the most in Bangladesh?
China appears to be Bangladesh's largest investment partner, followed by South Korea, India, the UK, the United Arab Emirates, Malaysia, and so on, according to the 2019 FDI report.
What are the details about the provision of Directors and Secretaries if I want to open a company in Bangladesh?
|Minimum number of directors||2|
|The requirement for residency directors||Yes|
|Director of legal entities are allowed||Yes|
|The data reveals to the local agent||Yes|
|Data field to the public registry||Yes|
|The requirement for the presence of the Secretary||Yes|
|Requirement to the residense of the Secretary||Yes|
|Requirements to qualification of the Secretary||No|
|Legal entity as the Secretary||Yes|
What is an encashment letter by a Bank in Bangladesh?
A local bank issues a letter in response to equity (TT) purchases made by foreign shareholders. Depositing cash in a bank with the intention of receiving an encashment or remittance letter is completely forbidden.
How can I register a company in Bangladesh in short?
If you are familiar with the procedures, registering a company in Bangladesh is easy. To make this process simple and quick, it is advantageous for you to hire company registration consultants in Bangladesh. Tahmidur Rahman Remura TLS will take the helm, allowing you to focus your time and effort on other, more crucial areas of your company.
You can rely on our team of experts to give you a seamless experience throughout the company registration process in Bangladesh thanks to our lean-and-mean mentality. Our ultimate objective is to have your business operational within the allotted time frame. Tahmidur Rahman Remura TLS will then make sure that your business continues to adhere to local laws.
We provide all the services you need to conduct business in Bangladesh in our service package, including:
Our service package includes everything you will require to do business in Bangladesh:
- Company registration with Registrar of Joint Stock Companies and Firms
- Local company secretary and registered address
- Opening local or international corporate bank account
- Tax registration
- Annual accounting and tax services
What are the requirements of a company formation in Bangladesh?
COMPANY FORMATION REQUIREMENTS
- Certificate of Incorporation;
- Memorandum and Article of Association;
- Minimum of two shareholders and directors for a Private Limited Company;
- Minimum of seven shareholders and three directors for a Public Limited Company;
- No minimum share capital requirements;
- Notarized passport copies;
- Company Promoter’s Resolution;
- Declaration of Registration;
- Directors and Shareholders’ register;
- Tax certificate;
What are the necessary RJSC forms that I need to deal with if I want to open a company in Bangladesh?
How can I create a TIN number for my business in Bangladesh?
How can a TIN number be created in Bangladesh?
On the website of the Bangladesh National Board of Revenue, you must create a TIN number. You will be asked to complete the tax identification number registration form after creating a user ID. After the authority processes your application, you can anticipate receiving your e-TIN certificate.
What are the advantages of a Private Limited Company in Bangladesh?
Additional questions ask about company formation in Bangladesh?
BANGLADESH COMPANY FORMATION FAQS
How much does it cost to register a company in Bangladesh?
The cost of registering a company in Bangladesh varies based on the objective of the company and how it wants to proceed with the opening of company in Bangladesh. But our final cost includes the preparation of legal documents, company registration, payment of all taxes and fees at the time of registration and legal address for the company (a year).
How long does it take to register a company in Bangladesh?
Usually It takes from four weeks to complete the company registration process in Bangladesh.
Do I need a local address to register a company in Bangladesh?
Yes, it is required to have to a registered local address in Bangladesh to complete the necessary company registration and formation process.
Do I need a local registered agent to register a company in Bangladesh?
Yes, a local registered agent is needed to complete the company registration process in this jurisdiction.
How can I register a company name in Bangladesh?
The registration of a company name begins with the filing of the appropriate documents, Tahmidur Rahman Remura helps with preparation and compilation of the necessary documents ensuring it meets the requirements set out by the RJSC, the Company House of Bangladesh with regards to the approval of a company name.
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