Company Formation in Bangladesh

Company Formation in Bangladesh

In order to register any company in Bangladesh certain formalities need to be observed and the laws of Bangladesh require to be followed.

REQUIRED DOCUMENTS for company formation in Bangladesh

For the purpose of company formation in Bangladesh, the following information is required by the company registrar:

• Evidence of Name Clearance.
• Memorandum of Association and Articles of Association: RJSC requires that the object clause in the MoA to be within 400 words and 7 clauses.
• Filled in Form I: Declaration on Registration of Company.
• Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein.
• Filled in Form IX: Consent of Director to act.
• Filled in Form X: List of Persons Consenting to be Directors.
• Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein.
• Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

Additional requirements:

Additional requirements for company formation in Bangladesh:

• Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
• Directors Particulars (including Tax Identification Number)
• Registered Address
• For foreigners: Copy of passport of shareholder and director (no need to obtain Name Clearance).

   

 

PROCEDURE

Step 1: Name Clearance

•  Name Clearance (NC) is a pre-requisite for registration of a new entity (other than Foreign Company and Partnership Firm).
• The promoters of a new entity (other than Foreign Company and Partnership Firm) need to apply for and get name clearance for the entity prior to applying for registration.
• The promoters submit NC application to the designated RJSC office through website.
• The promoters pay NC application fee to the designated Bank.
• On receipt of a NC application and fees, RJSC provides name clearance for the new entity upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type).
• The name clearance remains valid for One eighty (180) days from the date of issue.
• The promoters need to apply for registration of the cleared name within the validity (as stated above) of name clearance.
• NC is not required for registration of a Foreign Company.

Step 2: Apply for Registration

The promoters of a new entity (having name clearance, where applicable) apply for registration with necessary documents, prescribed forms & schedules and fees, as appropriate to the entity type. The promoters:

• Prepare Memorandum/Articles of Association as appropriate to the entity type.
• Submit the registration application through website.
• Pay the registration fee at the designated Bank.

Step 3: Documents that need to be collected from RJSC

• Certificate of Incorporation: RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters:

1. Obtained name clearance of the proposed entity (not applicable for Foreign Companies and Partnership Firms) prior to the registration application.
2. Submitted the registration application within the validity period of the name clearance (not applicable for Foreign Companies and Partnership Firms).
3. Prepared and submitted the Memorandum & Articles of Association, prescribed forms and schedules etc., as applicable.
4. Provided applicable fees.

• Form XII: Form XII need to be collected where the list of directors of the incorporated company can be found.
• Certified copies of MoA and AoA

Items require to be prepared after registration:

• Share certificates for each of the shareholders.
• Register for shareholders, shares, directors etc.

Now in order to start the company, one is require to apply for trade license, tax identification number and other licenses.

POST-REGISTRATION REQUIREMENTS

Returns Filing

• Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing).
• There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity
• Entities submit returns for filing at RJSC.
• Entities pay filing fee and late filing fee (if applicable) to RJSC counter
• RJSC scrutinizes returns.
• In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial measures.
• RJSC archives approved returns.

KEY FACTORS:

• Main company type: Private Limited Company
• Time of Incorporate – 5 weeks
• Authorized Capital: No minimum or maximum limit
• Paid-up Capital: minimum 1 Taka
• Registered address/office: Yes
• Shareholders: minimum 1
• Directors: minimum 1
• Resident Directors for foreign company: No

If you need any help for company formation in Bangladesh, please contact us.

Learn more about Company, Branch Office and Liaison Office registration.