Registration of company, branch and liaison office in Bangladesh

Company Registration in Bangladesh

How can I open company in Bangladesh?

If anyone is interested to do business in Bangladesh, he/she must need to register a company, branch, or liaison office in Bangladesh. Every company is an artificial and legal person as it is created by law. It has almost the same rights, powers, and duties as a natural person. Company registration in Bangladesh is an easy process for local and foreign investors for their business.

Relevant Laws for company registration in Bangladesh:

According to the Companies Act 1994, any person (foreign or local) more than 18 years old can register a company in Bangladesh for business.

According to the company act, 1994 Companies are two types there are private and public limited companies.

Entrepreneurs will apply through the prescribed application form along with the required documents and fees for registration with the new company’s name clearance.

1. The appropriate memorandum of association of the organization is prepared in the format prescribed by RJSC,
2. Apply for online registration by visiting RJSC’s website,
3. The prescribed fee for registration, to be deposited in the prescribed bank.

Entrepreneurs who provide a registration letter on the terms of RJSC –

1. Name clearance Certificate before registration,
2. Application for registration within the period of application for clearance,
3. Application for Memorandum / Article of Association of the Company in the prescribed format,
4. v. Submit the required registration fee.

Application Process for Registration 

1. Link http://www.roc.gov.bd:7781.
2. Now Apply for Click on Registration.
3. Now identify the type of company.
4. Now your company’s name, clearance application number, clearance number and enter the registration page by clicking the Continue button.
5. Fill up the prescribed form carefully.
6. The Memorandum of Association (MOA) prescribed in format fill up the information.
7. This time the Article of Association (AOA) is prescribed putting information in the format fill up the information.
8. Memorandum of Association (MOA) and Article of Association (AOA) check all the information.
9. Submit and click to Continue, you will be instructed to submit the fee.

Required documents for company registration in Bangladesh:

Private Companies (under the Companies Act, 1994)

1. Memorandum of Association and Article of Association, original and additional two copies.
2. Completion of form I – Company Registration Announcement [Article-25]
3. Completion of form VI – Notice for change of location and registered office [Section-77]
4. Completion of form IX – Director’s Consent [Article-92]
5. Completion form X – List of Directors [Article 92]
6. Completion of form XII- Information of directors, managers, and managing agents and any changes therein [Article-115]
7. Name clearance

Public Companies (under the Companies Act, 1994)

1. Memorandum of Association and Article of Association, original and additional two copies.
2. Completion of form I – Company Registration Announcement [Article-25]
3. Completion of form VI – Notice for change of location and registered office [Section-77]
4. Completion of form IX – Director’s Consent [Article-92]
5. Completion form X – List of Directors [Article-92]
6. Completion of form XII- Information of directors, managers, and managing agents and any changes therein [Article-115]
7. Completion of form XIV announce before commencing business in case of company filing Statement Manifesto [Article-150]
8. Completion of Form XI (where applicable) – Agreement of Acceptance of Qualified Shares of Proposed Company [Article-92]
9. Name clearance

FOREIGN COMPANY (Companies Act, 1994)

1. Filled in Form XXXVI – Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the   Constitution of the Company.
2. Filled in Form XXXVII- Notice of the Address of the Registered or Principal Office of the company.
3. Filled in Form XXXVIII – List of Directors and Managers [Section 379].
4. Filled in Form XXXIX- Return of Persons Authorized to Accept Service [Section 379].
5. Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
6. Encashment Certificate Obtained From any Scheduled Bank.
7. Permission from Board of Investment of Bangladesh.

TRADE ORGANIZATION (Companies Act, 1994)

1. Memorandum and Articles of Association, original + 2 copies.
2. Filled in Form I: Declaration on Registration of Company [Section 25].
3. Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
4. Filled in Form IX: Consent of Director to act [Section 92].
5. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
7. Government License (Trade License from the Ministry of Commerce).
8. Evidence of Name Clearance.

SOCIETY (Societies Registration Act, 1860)

1. Memorandum of Association
2. Evidence of Name Clearance.

PARTNERSHIP FIRM (Partnership Act, 1932)

1. Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
2. Deed of Agreement on Partnership.

Branch Office:

Opening a Branch Office in Bangladesh, permission is required by Bangladesh Investment Development Authority (BIDA). A Branch Office is established to perform the functions which is performed by the Parent Company outside Bangladesh. The expenses to establish a Branch Office is borne by the Parent Company. To obtain permission to open a Branch Office in Bangladesh, the following documents need to be submitted to BIDA:

Procedure for Branch Office Registration in Bangladesh:

The followings are the steps one must need to follow to register Branch Office in Bangladesh

1. Application in prescribed form signed by authorized persons for establishment of Branch Office,
2. Authorization letter given in favour of a person of the organization, to submit the application to Bangladesh Investment Development Authority (BIDA),
3. Certificate of Incorporation,
4. Audited Accounts of last financial year of the principal company,
5. Company’s Board of Directors resolution regarding opening of office in Bangladesh,
6. Proposed organogram of the office showing the posts to be occupied by expatriates as well as local personnel,
7. Details of activities to be performed through the proposed Branch Office in Bangladesh,
8. Name and nationality of the Directors/Promoters of the principal company,
9. Memorandum and Articles of Association of principal company.

Inspection:

Upon receiving the documents, it will be thoroughly inspected by the Inter-Ministerial committee of BIDA. Thereafter, if the committee is satisfied they will give the approval or may seek further documents.

Time:

The average time needed for submission and getting approval is one month. 

Government Cost for approval:

The government cost for getting the approval from BIDA is USD 300 (three hundred dollars)

Opening Bank Account to set up branch office:

The next step after receiving approval from BIDA, is to open a Bank account in Bangladesh.

The documents required for opening bank account are:

1. BIDA permission letter
2. Draft Article and Memorandum of Association
3. in addition, Passport of the bank account signatory (if foreign nationals) and
4. lastly, NID (if Bangladeshi national)

Bangladesh Bank Approval:

Bangladesh Parliament has amended the Foreign Exchange Regulations Act 1947. However, now the requirement of 18B Approval from Bangladesh Bank has been removed. Furthermore, Pursuant to the amendment, after receiving approval from BIDA, the branch office need to report to the Central Bank of Bangladesh.

RJSC Registration for Branch office:

After obtaining an approval from both Bangladesh Bank and BIDA, the last step is to register the branch office with the RJSC.

Documents:

• BIDA and Bangladesh Bank approval letter
• Certified copies of the Memorandum of Association and Articles of Association
• Full address of the registered or principal office of the company
• List of the directors and secretary (if any) of the company
• The full address of the office of the company in Bangladesh

Trade License from the Local City Corporation:

In order to get a trade license, an application needs to be made to the concerned city corporation.

Documents

• Photocopy of AOA and MOA
• Photo of Managing Director or Chairman
• TIN of the branch office
• in addition, Rental agreement of the office and
• lastly, Nature of business

Time:

It usually takes 3 to 4 working days to get a trade license. In order to know more about how to get trade license in Bangladesh. 

Income Tax Registration & VAT Registration:

Business operations in Bangladesh after setting up the branch office, it is essential that the branch office has a unique Business Identification Number (BIN). Therefore, to get a Business Identification Number, a VAT registration certificate need to be obtained from the Department of the National Board of Revenue (NBR). Applying for VAT registration is free.

Required documents 

• TIN Certificate
• Trade License
• Import / export Registration certificate
• Furthermore, Passport sized photos
• Deed of Agreement
• Bank solvency certificate
• Memorandum and Articles of Association

Activities that a Branch office can engage in are:

1. Payment collection on behalf of the parent company
2. Local sources of income for the branch office
3. in addition, Make outward payment from Bangladesh (with approval from BIDA) 

Liaison Office

Liaison Offices, as the word suggest, is an office that facilitates close working relationships between the parent company situated abroad and the business parties in Bangladesh. The other term for Liaison offices is Representative Office.

How to Incorporate a Liaison office in Bangladesh?

In order to incorporate Liaison Office in Bangladesh prior authorization of Bangladesh Investment Development Authority (BIDA) will be required in order to set up a Liaison office and the outside investor intending to set up a Liaison office is required to submit application in the prescribed form alongside the following documents, which must be attested by the Bangladesh Embassy or High Commission of the country of origin or Apex Chamber of Commerce of the country of origin:

1. Prescribed application form, duly filled in, signed, and sealed,
2. Memorandum of Association (MoA) and Articles of Association (AoA) of the principal Company.
3. Certificate of Incorporation of the principal Company.
4. Name and nationalities of the directors/promoters of the principal Company.
5. Board resolution to open a Liaison office in Bangladesh.
6. Audited accounts of the last financial year.
7. Proposed organogram of the office showing the posts to be occupied by expatriates as well as local personnel.
8. List of activities of the proposed office on the Company letterhead.

Time for opening a Liaison Office

Once the aforementioned documents are submitted to BIDA, it takes about 2-3 weeks to get an approval for setting up a Liaison office in Bangladesh.

Fees for Liaison Office

The cost for opening a Liaison office is BDT 25,000 and an inward remittance of USD 50,000 needs to be remitted to the local office’s account from the Parent Company.

A Liaison Office Registration in Bangladesh

• Apply to BIDA for authorization to open the Liaison Office.
• Receive the permission.
• Open a corporate bank account.
• Bring USD 50,000 for starting-up the liaison office and running costs for at least six (6) months.
• Apply to the RJSC to register.

If you need any help, please contact us.