Private Limited Company Registration (Process)
Most Bangladeshi companies are registered as private limited liability companies, commonly known as private limited companies. A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person (foreign or local) above the age of 18 can register a company in Bangladesh.
Pre-Registration: Key facts
- Company Name
- Authorized Capital
- Paid-up Capital
- Registered Address
Required Documents for Company Registration in Bangladesh
- Company Name
- Memorandum of Association and Articles of Association
- Shareholders Particulars
- Signed Form IX and Subscriber Page
- For foreigners
Registration Procedure of Company in Bangladesh
- Name Clearance
- Bank account opening and bringing in the paid-up capital
- Registration of the Company
- Post-Registration Formalities
- Other Licenses, Permits and Registration:
- Return Filing Requirements
Public Limited Company Registration (Process)
Public Limited Company Registration Procedure in Bangladesh
As per the companies act 1994, A Public Company is a Company that can be formed by at least seven persons as members and the membership is open to the public.
How to Incorporate a Public Limited Company in Bangladesh?
The Companies Act 1994 does not provide the step-by-step procedure on how to set up a Company rather deals with the statutory requirements of Company incorporation. It is dealt with by the RJSC, the appropriate body; which provides the detailed guideline on its official website regarding the procedure of setting up a Company from name clearance to incorporation.
Step by Step Procedure as to how to incorporation a Public Limited Company in Bangladesh
The steps for the registration of a Public Company in Bangladesh are detailed below: –
STEP 1: OBTAIN A NAME CLEARANCE LETTER
Application for name clearance to RJSC along with the following information:
a) Application Form
b) Proposed Name.
STEP 2: DOCUMENTATION
a) Drafting of Memorandum of Articles and Articles of Association and other required documents,
b) Directors’ resolution to open a new Company in Bangladesh;
c) Obtaining and filling up the following forms for registration of the Company to RJSC:
Form I: Declaration on registration of Company;
Form VI: Notice of situation of registered office;
Form IX: Consent of director to act;
Form X: List of persons consenting to be directors;
Form XII: Particulars of the directors, manager, and managing agents.
STEP 3: FORMALITIES RELATED TO BANK ACCOUNT
a. Directors shall open a temporary bank account in the name of the proposed Company with any scheduled bank with the condition that the account shall be regularized once the Company is duly registered with Company House;
b. Capital contribution into the bank account.
c. Encashment certificate from the bank which expresses that the sum required for capital contribution has been duly dispatched in the temporary bank account of the proposed organization.
STEP 4: SUBMISSION OF DOCUMENTS TO RJSC
Application to RJSC along with the documents executed as listed above.
Post-registration compliances for a Public Company limited by shares
The Companies have to obtain a trade license from the relevant City Corporation. The proposed Company is required to file its application at the nearest City Corporation along with relevant documents and appropriate fees.
Tax Identification Number (TIN)
A Company has to obtain E-TIN from the recommended website of the National Board of Revenue (NBR).
VAT Registration Certificate
The newly incorporated Company has to collect a VAT registration certificate. In this regard, the application has to be made to the National Board of Revenue (NBR).
Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.
Environment Clearance Certificate
An environment clearance certificate from the Department of Environment has to be obtained by a company if it’s involved in an industrial project, by executing the prescribed form.
Special Case (Investment in kind, etc.)
The concept of ‘investment in kind’ is not detailed under the Companies Act 1994. However, in practice, significant investment is made by investing in machinery and other equipment in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the following steps are followed while carrying out such investment in kind:
The concerned company has to be duly registered with RJSC,
The concerned investors have to fill up the relevant form(s),
The concerned investors are required to have a vendors’ agreement between them,
The filled-up Form(s) and the vendors’ agreement have to be filed with RJSC.
The RJSC will then record the investment and monitor whether the proper procedure has been duly followed.
How much time is required for incorporation?
Once the aforementioned formalities are complied with, RJSC generally provides the certificate of incorporation (Company registration certificate) within 6-8 working days. It usually takes 2-3 weeks to register a Company from the date of submitting all the documents to RJSC.
Once the name clearance is obtained, the clearance remains valid for 6 months. Generally, 3 working days are required to obtain a name clearance. After obtaining the Name Clearance certificate a bank account needs to be opened where the initial paid-up capital needs to be transferred from the shareholders’ account. If there is any foreign investment then the amount for paid-up capital need to be remitted through the newly opened bank account following proper procedure.
Fees required for incorporation?
The governmental fees of the Company registration depend on the amount of Authorized Capital.
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