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. Any individual (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)

How to register Company in Bangladesh

Step by Step process to register a company.

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[/caption]

“CLP- Counsels law Partners is Considered as one of the leading firms in Company Law in Bangladesh”

Carpe Noctem

Steps of Formation of a Company in Bangladesh in Details:

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. 

Sample_Memorandum AoA_ Bangladesh

Sample MoA_ Bangladesh_PLC

 

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.

 

This is the whole process of how to open a company in Bangladesh Bangladesh. If you need professional support with the incorporation of the business, kindly contact us.

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
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