Register your company in Bangladesh
This document provides instructions on how to register or incorporate a business in Bangladesh. In accordance with the Companies Act of 1994, the process of incorporating a company in Bangladesh is distinct. Furthermore, the procedure for registering a company in Bangladesh varies according to the type of company registration that an individual chooses to pursue in the country.
Before discussing how to incorporate or register a company in Bangladesh, it is necessary to ascertain the nature of the organization that one intends to incorporate or register. Lack of knowledge regarding the appropriate and relevant company incorporation procedure in Bangladesh may potentially lead to complications. Consequently, this guide will assist readers in comprehending the sequential steps involved in incorporating a company in Bangladesh. A number of statutes and regulations are associated with the company incorporation process in Bangladesh.
The Registrar of Joint Stock Companies (RJSC), operating as the company house in Bangladesh, assumes the regulatory role pertaining to the registration of companies within the country. The subsequent information will provide insight into the process and potential prerequisites for incorporating or registering a company in Bangladesh.
The Companies Act of 1994 delineates the three principal categories of corporations:
As per the Companies Act 1994, there are mainly three types of companies:
- Company limited by shares,
- Company limited by guarantee; and
- Company with unlimited liability.
The sequential process for establishing a Private Limited Company in Bangladesh through registration or incorporation.
The procedure for incorporating or registering a company limited by shares in Bangladesh is outlined in the subsequent steps:
Obtaining Name Clearance as the Initial Step in Company Registration in Bangladesh:
In Bangladesh, acquiring name certification is the initial requirement for registering a company. It is imperative that you select an appropriate business moniker for your organization prior to initiating the registration process. It must not be identical to an existing name or any other name to the extent that it renders the proposed company’s business scope indistinguishable from that of the existing company.
To access the RJSC name authorization portal, please navigate to the following URL: http://app.roc.gov.bd:7781/.
You will be required to register with an email address and additional details, including your name and the intended purpose, upon entering the Portal.
After registering on the portal, you are required to conduct a name clearance search; if the desired name does not appear, you may submit an application to acquire it.
Step 1| Name Clearance Portal RJSC | Bangladesh Company Incorporation
After submitting your online application, you will be required to pay a fee ranging from BDT 500 to BDT 1000, which may be subject to change in the form of a bank challan to the bank designated by RJSC.
You must amend the information on the RJSC portal after generating the challan; you will be notified within 24 to 48 hours if the name has been obtained successfully.
Please be advised that, in accordance with the most recent RJSC policy, once the name clearance has been obtained, the company must be incorporated or registered in Bangladesh within one month; failure to do so will necessitate either a renewal of the name clearance or the acquisition of a new one.
Documentation in Step 2 | Registration of a Company in Bangladesh:
The submission of the subsequent documents to RJSC would be mandatory for their verification:
The constitution of a company in Bangladesh consists of the Memorandum of Association (MOA) and Articles of Association (AOA). It is advisable to retain the services of a business or company lawyer in Bangladesh who specializes in company laws, as failing to do so may result in your enterprise being limited in scope or completely halted. MOA and AOA constitute the most crucial components of the company incorporation process in Bangladesh; therefore, exercise extreme caution when drafting the company’s constitution.
This document delineates the aims and objectives of the promoters in their resolution to establish a company in Bangladesh. This requirement is predominantly applicable in cases where the proposed company in Bangladesh is owned by a foreign company.
Acquiring and completing the subsequent documentation to register the organization with RJSC in Bangladesh:
- Completed Form I: Declaration of Company Registration;
- Completed Form VI: Notification of the status of the registered office;
- Completed Form IX: Director’s Consent to Act;
- Complete Form X: List of Individuals Consenting to Serve as Directors;
- Completed Form XII: Director, Manager, and Managing Agent Particulars.
- Company Incorporation Procedure in Bangladesh | Form XII
Banking Formalities | Step 3
In order for a foreign company to become a registered shareholder of a company in Bangladesh, an additional clause is incorporated into the company registration procedure. The foreign company, in accordance with Bangladeshi law and RJSC’s directive, is obligated to remit the amount of its shareholding in the proposed Bangladeshi company.
To obtain the foreign shareholding amount, it is necessary to establish a provisional bank account with the respective institutions by submitting the subsequent documentation:
- A draft of the AOA and MOA.
- The clearing of names.
- Resolutions of the foreign company’s board.
- The representative shareholders’ passport copies are enclosed with the bank account establishment forms.
- Other documentation that may be periodically requested by the respective bank.
Once the bank account has been opened and the share capital has been injected, it is necessary to obtain a “Encashment Certificate” from the bank. This certificate verifies that the capital contribution amount has been properly deposited into the proposed company’s temporary bank account.
Registration | Incorporation of a Company in Bangladesh: Step 4 |
The RJSC requires the payment of a registration charge and stamp duty in the bank designated by the organization, prior to the registration of the company.
The government fee in question shall be calculated in accordance with the authorized share capital of the proposed company.
Obtaining a certificate of incorporation from the RJSC is mandatory upon the effective completion of all paperwork.
Formalities Following Company Registration in Bangladesh
To begin with, the post-company registration process in Bangladesh necessitates the acquisition of the subsequent certificates/licenses:
Value-Added Tax (VAT) Certificate; Tax Identification Number; Trade License;
The company’s return filings in Bangladesh are the second item. Registered entities are required to submit returns using prescribed forms and schedules. These records are approved and preserved by the RJSC, subject to satisfaction. Two varieties of returns exist:
a) Annual Return:
The following documents must be submitted annually to the RJSC by the company:
Schedule X comprises a list of shareholders and an annual summary of share capital. Financial Statement (Balance Sheet): 30 days subsequent to the Annual General Meeting (AGM); Profit and Loss Account: 30 days subsequent to the AGM;
Form 23B is an auditor’s letter of approval that must be submitted within thirty days of the appointment date.
b) Return for any change in entity:
The RJSC requires a return in the prescribed form to be submitted in the event of any change in the company.
If you require the assistance of a company attorney in registering your business, schedule a consultation with our company attorney for more information.