Company Formation

KEY FACTS ABOUT COMPANY FORMATION

Company Name: Firstly, the name must be approved (cleared) before company formation or incorporation of the company in Bangladesh.

Directors: Secondly, the Minimum two directors are mandatory. Directors can be either local or foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. The law requires that a director must own qualification shares stated in the Articles of Association. A shareholder which is not a natural person (i.e. a company) can select nominee director.

Shareholders: Thirdly A private limited company in Bangladesh can have a minimum of 2 and a maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company. 100% local or foreign shareholding is allowed in most sectors. New shares can be issued or existing shares can be transferred to another person any time after the Bangladeshi company has gone through the incorporation process.

Authorized Capital: You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain issued. There is no minimum or maximum limit for authorized capital in Bangladesh.

Paid-up Capital: Paid-up capital (also known as share capital) can be increased any time after the incorporation of the company.

Registered Address: In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address). Memorandum and Articles of Association. The company to be incorporated must prepare a memorandum of association (MOA) and articles of association (AOA).

STEP 1: NAME CLEARANCE

Firstly, To set up a company your step should obtain a name clearance for the proposed company name. You need to visit www.roc.gov.bd and create a username. Then, you will be able to apply for name clearance. After you made the application for name clearance, you will receive a bank payment slip you have to pay BDT 575 to the designated bank. After making the payment, you will have to log in to your account on the RJSC website, and then you will get the name clearance. An approved name will be reserved for 1 month from the date of clearance. You can extend the name by filing an extension request just before the expiry date.

STEP 2: BANK ACCOUNT OPENING AND BRINGING IN THE PAID UP CAPITAL

Secondly, this step is only applicable if the proposed company has foreign shareholders. You have to open a bank account in the proposed company name with any scheduled bank in Bangladesh. After opening the account, you will have to remit money equal to the shares to be owned by the foreign shareholder from outside Bangladesh in the account. The Bank will issue an Encashment Certificate which is required by RJSC for incorporation.

STEP 3: REGISTER COMPANY

Thirdly, submit all the required information on the RJSC website. Also, it is required to upload Form IX and Subscriber Page. After finishing all the process, you will receive a bank payment slip for paying the registration fees along with stamp duty. After making the payment in the bank and you are done. Now you have to follow up on the RJSC for obtaining the incorporation certificate. RJSC officials will check the documents and information. If they are satisfied, they will issue the digitally signed