How to Register or Incorporate a Company In Bangladesh

This is a guide which explains as to how to incorporate or register a company in Bangladesh. Company incorporation in Bangladesh comes in a different form and procedure as per the Companies Act 1994, under the act company registration procedure in Bangladesh differs depending on the types of company registration one may opt for in Bangladesh. 

In order to understand as to how to incorporate or register a Company in Bangladesh we first need to understand the types of company the you want to register or incorporate. It could be a troublesome process if the right and applicable company incorporation procedure in Bangladesh is not known to one. Therefore, this guide shall help to understand the step by step process of the company incorporation in Bangladesh. There are several acts and provisions attached with the procedure of company incorporation in Bangladesh. Company house in Bangladesh, which is know as Registrar of Joint Stock Companies (RJSC) is the regulatory body responsible for registration of Companies in Bangladesh.  Followings shall give an understanding of what is the procedure and what may be required to have a company incorporated/registered in Bangladesh.

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 most common form of company incorporation in Bangladesh is a registration of a company limited by shares. In order to register a Company in Bangladesh Companies Act 1994 does not provide the step by step procedure on how to set up a company as it is mainly dealt by the Registrar of Joint Stock Companies and Firms (RJSC), the Company House of Bangladesh. 

The step by step procedure of registering or incorporating a company in Bangladesh of a Private Limited Company

The following is the step by step procedure for incorporating or registering a company limited by shares in Bangladesh are detailed below:-

Step 1 - Obtaining Name Clearance for registering a Company in Bangladesh:

Obtaining the name clearance is the first step of company registration in Bangladesh. You must chose a suitable business name for your company before proceeding with the registration of the name. It must not correspond with an existing name or any other names that it is so similar with an existing name when the scope of business of the proposed company and the existing company cannot be distinguished.

• One has to visit the website of RJSC name clearance portal which is http://app.roc.gov.bd:7781/ .

• After entering the Portal, you shall have to signup with an email address and other information such as your name and the desired purpose.

• Upon signing up on the portal, you must search for your desired name, and if no such name exist you can apply to obtain for the name clearance.

  

• Once you have made the online application, you shall require to pay a fees of BDT 500 to BDT 1000, since the fees sometimes changes in a form of a bank Challan to the selected Bank by RJSC.
• After making the Challan you must update the information to the RJSC portal and they shall notify within 24 to 48 hours whether the name has been successfully obtained.
• After completion of obtaining the name clearance, please note that the as per the latest policy of RJSC, one must have to incorporate or register the company in Bangladesh within a time of 1 month, otherwise the name clearance shall be required to be renewed or a new name clearance has to be obtained.

Step 2 - Documentation | Company Registration in Bangladesh:

The following documents would be required to be submitted to RJSC for their verification:

• Memorandum of Association (MOA) and Articles of Association (AOA) of the company; this two documents together forms the constitution of the Company in Bangladesh and it is recommended that you must hire a business or company lawyer in Bangladesh who is an expert in company laws, otherwise there you may end up restricting your business to some or no scope. MOA and AOA forms the most vital segment of your company incorporation procedure in Bangladesh, hence, be very careful as to how to form the constitution of the company. 
• Promoters resolution to open a Company in Bangladesh; this document outlines the intentions of forming a company in Bangladesh. It is mainly required when a foreign company is a shareholder of the proposed company in Bangladesh.

Obtaining and executing the following forms for registering the company in Bangladesh with RJSC:

• Filled in Form I: Declaration on registration of Company;
• Filled in Form VI: Notice of situation of registered office;
• Filled in Form IX: Consent of director to act; 
• Filled in Form X: List of persons consenting to be directors;
• Filled in Form XII: Particulars of the directors, manager and managing agents.

Step 3 - Banking Formalities

If it is a foreign company willing to register as a shareholder of the company in Bangladesh, the procedure of the company registration in Bangladesh adds a new clause in it. It is ordained by the laws of Bangladesh and the guideline given by RJSC, the foreign company, must pay its shareholding amount in the proposed Bangladeshi company.

In order to bring the foreign shareholding amount, you will require to open up a temporary bank account through submitting the following documents to the respective banks, which as follows:

1. Draft copy of your MOA and AOA.
2. Name Clearance.
3. Board Resolutions of the foreign company.
4. Passports copies of the representative shareholders along with the bank account opening forms.
5. Other document which the respective bank may request from time to time.

After successfully opening the bank account and injecting the share capital ammount, you must abtain an "Encashment Certificate" from the bank which states that the amount required for capital contribution has been duly remitted in the temporary bank account of the proposed company. 

Step 4 - Registration | Company Incorporation in Bangladesh:

In order to register the company with the RJSC, registration fee and stamp duty has to be paid in the prescribed bank of RJSC;
Such government fee shall be determined based on the authorized share capital of the proposed company;
Upon successful completion of all the formalities, a certificate of incorporation has to be obtained from the RJSC.

Post Company Registration Formalities in Bangladesh

Firstly, Post Company registration formalities in Bangladesh includes obtaining the following certificates/licenses:

• Tax Identification Number;
• Value Added Tax (VAT) Certificate;
• Trade License;

Secondly, return filings of the company in Bangladesh. Registered entities are under an obligation to file returns in prescribed forms and schedules, and the RJSC upon satisfaction approves and preserves such records. There are two types of returns: 

a) Annual Return: Every year the company must submit the following documents to the RJSC-

Schedule X: It is an annual summary of share capital and list of shareholders; S.36;
Balance Sheet within 30 days from the date of Annual General Meeting (AGM);
Profit and Loss Account within 30 days from the date of AGM;
Form 23B: It is a letter of approval by the auditor to be submitted within 30 days since the date of appointment. 

b) Return for any change in entity: In case of any change made in the company, a relevant return in prescribed form must be filed with the RJSC. 

If you need a company lawyer to help register your company, get an appointment with our Company lawyer for further details.