Public Limited Company in Bangladesh

In this article we are going to talk about how to incorporate a public limited company in Bangladesh.

Public Limited Company

Public Limited Company in Bangladesh:

A Public Limited Company, according to the Company Act of 1994, is a company that can be formed by at least 7 (seven) people as members and whose membership is open to the public.

A public limited company must register its name as a stock exchange member in order to issue shares. A company must issue a certain number of public shares in order to begin operations.

What to submit to incorporate a Public Limited Company in Bangladesh?

❂ Submission of an application for name clearance to RJSC, along with the Application Form and Proposed Name
❂Drafting of the Memorandum of Articles
❂Creating the Articles of Association and other necessary documents
❂Directors’ decision to establish a new company in Bangladesh
❂Obtaining and filling out the following forms in order to register the company with RJSC:

✅ Form I: Declaration on Company Registration
✅ Form VI: Notice of Registered Office Situation
✅ Form IX: Consent of Director to Act
✅ Form X: List of Persons Consenting to Be Directors
✅ Form XII: Information about the directors, manager, and managing agents.
✅ Taxpayer Identification Number (TIN)
✅ VAT Registration Certificate/BIN (Business Identification Number)
✅ Trade License for Public Limited Company

A Step-by-Step Guide to Form a Public Limited Company in Bangladesh:

The following are the steps for registering a public company in Bangladesh:-

GET A NAME CLEARANCE LETTER FIRST

RJSC must receive an application for name clearance along with the following information:
a) Application Form; b) Name Suggestion.

DOCUMENTATION IS THE SECOND STEP.

a) Preparation of the Memorandum of Articles and Articles of Association, as well as other required documents

b) Resolution of the Board of Directors to establish a new company in Bangladesh;

c) Obtaining and completing the following forms for the Company’s registration with RJSC:

Form I: Declaration on Company Registration;
Form VI: Notice of the status of the registered office;
Form IX: Acting permission from the director;
Form X: List of people who have agreed to serve as directors;
Form XII: Information about the directors, manager, and managing agents.

STEP 3: FORMALITIES IN CONNECTION WITH A BANK ACCOUNT

a. Directors shall open a temporary bank account in the proposed Company’s name with any scheduled bank, with the understanding that the account will be regularized once the Company is duly registered with Company House.

b. Deposit of funds into a bank account.

c. A bank encashment certificate stating that the required capital contribution has been deposited in the proposed organization’s temporary bank account.

STEP 4: DOCUMENT SUBMISSION TO RJSC

Application to RJSC, along with the above-mentioned documents.

Compliances for a Public Company Limited by Shares after registration

◪ (a) Commercial License

The Companies must obtain a trade license from the appropriate City Corporation. The proposed Company must file its application with the nearest City Corporation, along with the necessary documents and fees.

◪ b) Taxpayer Identification Number (“TIN”).

A company must obtain an E-TIN from the National Board of Revenue’s (NBR) recommended website.

◪ (c) Certificate of VAT Registration

The newly formed company must obtain a VAT registration certificate. In this case, an application must be submitted to the National Board of Revenue (NBR).

◪ (d) Fire Safety Certificate

The Bangladesh Fire Service and Civil Defense Authority issue fire certificates.

◪ (e) Certificate of Environmental Clearance

If a company is involved in an industrial project, it must obtain an environment clearance certificate from the Department of Environment by completing the prescribed form.

Special Case (In-Kind Investment, etc.)

The definition of ‘investment in kind’ is not defined in the Companies Act of 1994.

In practice, however, significant investment is made in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh by investing in machineries and other equipment.

Although CA 1994 does not govern the procedure, the following steps are taken when making such in-kind investments:

The concerned company must be duly registered with RJSC, the concerned investors must complete the relevant Form(s), the concerned investors must have a vendors’ agreement between them, and the completed Form(s) and the vendors’ agreement must be filed with RJSC.

The RJSC will then record the investment and ensure that the proper procedure was followed.

How long does it take to incorporate?

Following completion of the aforementioned formalities, RJSC typically issues the certificate of incorporation (Company registration certificate) within 6-8 working days.

It usually takes 2-3 weeks from the date of submission of all documents to RJSC to register a company.

After obtaining name clearance, the clearance is valid for 6 months. Obtaining a name clearance usually takes three working days. Following the receipt of the Name Clearance certificate, a bank account must be opened into which the initial paid-up capital must be transferred from the shareholders’ account.

If there is any foreign investment, the paid-up capital must be remitted through the newly opened bank account using the proper procedure.

Are there any fees associated with incorporation?

The amount of Authorised Capital determines the governmental fees for company registration. Government fees for the issuance of an Incorporation Certificate shall be BDT 1000.

Are you planning to take your company public in Bangladesh? Thinking of Initial Public offciering in Bangladesh?

Public Limited Company formation, IPO (Initial Public Offering) and registration at Tahmidur Rahman Remura Wahid: TRW: The Law Firm in Bangladesh:

The legal team of Tahmidur Rahman Remura Wahid, The Law Firm in Bangladesh: TRW, The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to Public Limited Company Registartion in Bangladesh. For any sort of queries or legal assistance regarding company registration in Bangladesh, please reach us at:

E-mail: [email protected]
Phone: +8801847220062 or +8801779127165

Address: House 410, Road 29, Mohakhali DOHS