September 22, 2022

Register a company in Bangladesh

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Register a company in Bangladesh

Intro

You will receive a thorough explanation of the requirements, process, and schedule for forming a private limited company in Bangladesh from this guide.
Bangladesh has a set of initial and ongoing regulatory compliance requirements for establishing and running a business, just like the majority of other nations.

 

Remember

When thinking about establishing a new business in Bangladesh or moving your current one there, keep in mind that the majority of Bangladeshi businesses are registered as private limited liability corporations (commonly known as private limited companies).
Private limited companies are separate legal entities in Bangladesh, and their shareholders are solely liable for the share capital they have invested.

 

Eligibility

Any person (foreign or domestic) over the age of 18 may register a business in Bangladesh by the Companies Act of 1994.

We advise overseas investors to read my blog post on foreign investment if they are interested. You can use it to understand Bangladesh’s legal system for foreign investment in a better way.

 

Process

Let’s start the process of registering your first Private Limited Company in Bangladesh.

 

Company Name

Before a company may be incorporated in Bangladesh, the name must receive approval commonly known as “Name Clearance”.

 

Directors

  • A minimum of two directors are required.
  • Directors may be domestic or international.
  • Directors are required to be at least 18 years old and free of any prior malpractice or bankruptcy convictions.
  • A Director shall own the Qualifying Shares outlined in the Articles of Association(AoA) to the extent required by Law.
  • An investor who is not a natural person can choose a nominee director (e.g.: a Private Limited Company).

 

Shareholders

  • A private limited company in Bangladesh may have as few as 2 shareholders and as many as 50.
  • There may be a shareholder and a director at the same time.
  • A shareholder may be a person or another legal entity, such as another company.
  • In most sectors, 100% local or foreign shareholding is permitted.
  • Once the incorporation process for the Bangladeshi company is complete, shares may be issued whenever desired or transferred to another entity.

 

Authorized Capital

  • The permitted capital shall be outlined in the Memorandum of Association(MoA) and the Articles of Association(AoA).
  • The maximum number of shares the corporation may issue (allocate) to shareholders is the ultimate.
  • Not all of the authorized capital may be distributed.
  • There is no set minimum or maximum for capital that may be invested in Bangladesh.

 

Paid Up Capital

The minimum paid-up capital required to register a business in Bangladesh is one Taka. After the company’s incorporation, paid-up capital, sometimes referred to as share capital, may be increased at any moment.

 

Registered Address

A local address must be given as the company’s registered address to register a company in Bangladesh. The registered address cannot be a P.O. Box and must be a physical location (it may be either a residential or business address).

 

Memorandum and Articles of Association

The organization that will be incorporated must draught its articles of association and memorandum of association (MoA) (AoA).

 

Foreigner Considerations

The following considerations must be made by foreigners who seek to launch a business in Bangladesh:
Along with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC), also known as the registrar of companies, you must contribute the first paid-up capital and open a bank account in the proposed company’s name. This is necessary to incorporate a company in Bangladesh.
You can complete all the company incorporation procedures without traveling to Bangladesh. Depending on the bank you select, opening a bank account can be the lone exception.
Directors and stockholders may all be foreign nationals.

If you only intend to incorporate a private limited company and do not have any plans to relocate to Bangladesh, you do not need to obtain any special visa for Bangladesh. You are free to manage your company remotely, and you are permitted to travel to Bangladesh on a business visa whenever necessary to address pressing business issues.
To operate your business in Bangladesh, you must acquire a work permit.

Register a company in Bangladesh

 

Essential Documents

The company registrar requires the following details to register a company in Bangladesh:
Company Name. (A name clearance must be obtained.)
Memorandum of Association and Articles of Association. (RJSC mandates that the MoA’s object clause be limited to 400 words and seven clauses.)
Details of Shareholders (NID/Passport depending on the nationality of the shareholder)
Details of Director (NID/Passport depending on the nationality of the director and Tax Identification Number)
Registered Address
Singed Form IX and Subscriber Page. It must be a scanned copy in PDF format.

 

Registration Method

In Bangladesh, the process of registering a company is partially computerized.

The process for setting up a business in Bangladesh consists of three distinct steps: Name clearance comes first, followed by creating a bank account and depositing the paid-up capital, which comes second, and finally company registration. Only if there are any foreign shareholders in the proposed company, the second step is applicable.

 

Step 1:

Name Clearance

Getting name clearance for the proposed company name is the first step in forming a corporation in Bangladesh.
To start, you must go to www.roc.gov.bd and create a username.
After that, you can submit a name-clearance application.
After submitting your name clearance application, you will be given a bank payment slip, and you must transfer 600 Taka to the specified bank.
You must sign into your account on the RJSC website after making the payment to receive the name clearance.

You are welcome to study this name clearance guide created by RJSC.

The following steps will increase the chance of quick name clearance:
is distinct from or not too similar to any names of current local companies.
has no trademarks that it violates.
is neither vulgar nor obscene.
does not have a reservation.

A name that has been approved will be held for six months following the date of clearance. By submitting an extension request right before the name is about to expire, you can keep it.

 

Step 2:

Opening Bank Account

A bank account is opened, and money is received as paid-up capital. This stage is only acceptable if the potential company has foreign shareholders.

The next step is to register a bank account with any Bangladeshi-scheduled bank in the chosen company name. You must deposit funds into the account after the account has been opened in an amount equal to the shares that the foreign shareholder must own outside of Bangladesh. RJSC will need an Encashment Certificate from the Bank to incorporate.

 

Step 3:

Register Company

The last step is to fill out the RJSC website with all the required information. You will also need to upload Subscriber Page and Form IX. You will receive a bank payment slip for paying the registration fees and stamp duty once the process is complete.

You can read this RJSC manual for providing all the necessary information on the RJSC website.

You’re done once you’ve completed the bank transaction. You must now follow up with the RJSC to receive the certificate of incorporation. The paperwork and data will be examined by RJSC representatives. If they are pleased, they will issue the digitally signed Form XII, MoA, and Certificate of Incorporation, as well as the AoA. Your email address linked to your RJSC account will get a letter containing these materials.

If the shareholders or directors are of a particular nationality, the incorporation process may occasionally—though infrequently—be delayed. The authorities may request more information in such situations.

 

Post-Registration Formalities

Documents Issued by RJSC:

RJSC will issue the business’s Certificate of Incorporation. The certificate will include the registration number, firm name, and incorporation date. The list of directors for the corporation is contained in Form XII. Certified copies of MoA and AoA.

Additionally, you’ll almost certainly need the following when establishing your Bangladeshi business:
Share certificates for each of the shareholders.
Register for shareholders, shares, directors, etc.
Company seal for the company.
A rubber stamp for the company.
Applying for a tax identification number, a trade license, and other licenses.

You should purchase a commercial space or rent a space in any commercial area after incorporation.

The next step is to apply for a trade license and tax ID number. Depending on your organization’s commercial activity, you might need extra business permits.

 

Requirements for Filing Returns

Annual Return:

Every year, an annual general meeting must be convened. The AGM must be held within 18 months of the company’s incorporation, and there can be a maximum of 15 months between AGMs after that.

 

Regular Return:

Any time there is a change in the shareholding structure, the board of directors, or any other change, a pertinent return must be submitted to the RJSC within a specific time frame.

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Register a company in Bangladesh • Rajon Ahmed | Bangladeshi Entrepreneur

Rajon Ahmed

Creative Entrepreneur

I consider myself an ancient human being, who works with today’s hot and popular technologies and tries to solve problems. I write posts in between troubleshooting. Where I share and explain what hurdles I faced while searching for a solution to a problem and how I overcame them. Besides, I love to write Bengali and English literature, I also enjoy writing honest reviews on worldly topics.

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