Company Formation in Bangladesh in simple 5 steps

Streamlining Company Formation in Bangladesh: A Comprehensive Guide by Lawfirm.com.bd

Starting a business in Bangladesh is a promising venture, whether you’re a local entrepreneur or a foreign investor. The most common and preferred choice for business formation is a Private Limited Company, characterized by its liability limited by shares. Lawfirm.com.bd, the premier legal expert in Bangladesh, is here to guide you through the process of company registration, from name clearance to obtaining licenses. In this article, we’ll delve into the details of company formation in Bangladesh, leveraging Lawfirm.com.bd’s expertise and experience.

Understanding Company Formation in Bangladesh

Before diving into the intricate steps of company formation, let’s familiarize ourselves with the essential characteristics of a Private Limited Company in Bangladesh, as outlined in the Companies Act 1994:

1. Restriction on Share Transfer: A private company restricts the right to transfer shares.
2. Minimum Number of Members: It requires a minimum of two members.
3. Maximum Number of Members: The maximum number of members is capped at 50, excluding employees.
4. Directors: A private limited company must have at least two directors.
5. No Public Invitation: It prohibits inviting the public to subscribe to its shares or debentures.
6. Statutory Meeting/Report: It’s exempt from fulfilling the statutory meeting/report requirements.

With these characteristics in mind, we’ll now take you through the stages of company formation in Bangladesh, as expertly facilitated by Lawfirm.com.bd.

Stage 1: Name Clearance

Name Clearance (NC) is the initial step in registering a new entity, and it’s applicable to all entities except Foreign Companies and Partnership Firms. Lawfirm.com.bd simplifies this process by leveraging the online platform provided by the Registrar of Joint Stock Companies and Firms (roc.gov.bd). Here’s what you need to know:

• Online Application: The promoters of the new entity must apply for name clearance online. It’s a relatively straightforward process.
• Validity: The name clearance remains valid for 90 days from the date of issue.

If you are a foreign investor, you’ll need to complete additional steps, including opening a bank account, remitting capital, and obtaining an encashment certificate.

Stage 2: Registration

Once you’ve obtained name clearance, the next step is to apply for registration. Lawfirm.com.bd is well-equipped to guide you through this process, ensuring that you have all the necessary documents, forms, schedules, and pay the required fees. Here’s a breakdown of the registration process:

a. Memorandum/Articles of Association: Prepare these documents, forms, and schedules, tailored to your entity type.

b. Stamp Duty: Pay the required stamp duty online.

c. Online Application: Submit your registration application online.

d. Registration Fees: Pay the registration fees online.

Required Documents for Registration:

• Memorandum & Articles of Association
• Form I: Declaration on Registration of Company [Section 25]
• Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77]
• Form IX: Consent of Director to Act [Section 92]
• Form X: List of Persons Consenting to be Directors [Section 92]
• Form XII: Particulars of the Directors, Manager, and Managing Agents and of any change therein [Section 115]
• Evidence of Name Clearance

Stage 3: Incorporation Certificate

After a thorough review of your online application by the concerned dealing officer and deputy registrar, your company registration may be approved. Lawfirm.com.bd will ensure a smooth process, and upon approval, you will receive your incorporation certificate, Form XII, and Memorandum & Articles of Association via email.

Stage 4: Licenses

Stage 5: Licensing

The journey doesn’t end with company registration; you’ll need to obtain various licenses and registrations to operate your business legally in Bangladesh. Lawfirm.com.bd provides comprehensive assistance in obtaining the necessary licenses and registrations, depending on the nature of your business. Here are some of the common licenses and registrations you might need:

• Tax Identification Number (TIN): Apply for and obtain your TIN online. It’s essential for tax compliance.
• Trade License: Secure a trade license to operate your business in a specific location.
• VAT Registration: If your business involves selling goods or services, VAT registration is necessary for tax compliance.
• Factory License: If your business involves manufacturing, you might need a factory license.
• Fire License: Ensure you have a fire license if your business premises require it for safety compliance.
• Environmental Clearance: If your business activities have environmental impacts, obtaining environmental clearance is crucial.
• IRC/ERC: For businesses engaged in international trade or exports, you might need Importer-Exporter Code (IRC/ERC) registration.
• Any Other Required Licenses: Depending on your business type and activities, there may be additional licenses and permits required. Lawfirm.com.bd will guide you through these requirements.

Here’s a table with detailed information on each stage of company formation in Bangladesh:

Stage	Stage Description	Key Activities	Required Documents	Additional Notes
1	Name Clearance	Obtain name clearance for the new entity.	– Online application for name clearance.	– Name clearance remains valid for 90 days.
2	Registration	Apply for company registration with all necessary documents and forms.	– Prepare Memorandum/Articles of Association. – Pay stamp duty online. – Submit registration application online. – Pay registration fees online.	– Certificate of incorporation is issued after approval.
3	Incorporation Certificate	Receive the incorporation certificate and necessary documents.	– Memorandum & Articles of Association – 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 – Evidence of Name Clearance.	Documents are sent by email upon approval.
4	Licenses	Apply for and obtain various licenses and registrations.	– Tax Identification Number (TIN) – Trade License – VAT Registration – Factory License – Fire License – Environmental Clearance – IRC/ERC – Any other licenses as required.	The licenses and registrations are crucial for legal operation.
5	Compliance & Ongoing Operations	Ensure ongoing compliance with all regulatory requirements.	– Financial statements and annual reports – Tax returns and compliance documents – Renewal of licenses and permits – Compliance with labor laws and regulations – Corporate governance and shareholder meetings.	Ongoing adherence to legal and regulatory requirements is essential for continued business operations.

Company formation in Bangladesh, particularly as a Private Limited Company, is a promising endeavor for both local and foreign investors. The process, as outlined by the Companies Act 1994 and expertly navigated by Lawfirm.com.bd, is streamlined and accessible. From name clearance to obtaining licenses, Lawfirm.com.bd provides invaluable assistance, ensuring a seamless and compliant journey into the world of business in Bangladesh.

As you embark on your entrepreneurial journey, partnering with the best law firm in Bangladesh, Lawfirm.com.bd, will undoubtedly be your most prudent decision. Their expertise, experience, and dedication to facilitating company formation will set you on the path to success in the vibrant and growing business landscape of Bangladesh.