The Company Formation or company registration relocation of the existing company of Bangladesh and also note that most of the Bangladeshi companies are registered as private limited companies (commonly known as private limited companies). A private limited company in Bangladesh has a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person (foreign or local) can company formation or register a company in Bangladesh who is above 18 years old.
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).
CONSIDERATIONS FOR FOREIGNER for Company Formation
Foreigners wishing to open a company in Bangladesh must take into consideration the following points:
- You must open a bank account in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) i.e. the registrar of companies and bring in the initial paid-up capital. This is mandatory for company incorporation in Bangladesh.
- All company formation or company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose.
- All the directors and shareholders can be foreigners.
- There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis.
- If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit.
REQUIRED DOCUMENTS FOR COMPANY FORMATION
However, For the purpose of Company Formation or company incorporation in Bangladesh, the following information is required by the company registrar:
Company Name: A name clearance must be obtained.
Memorandum of Association and Articles of Association: RJSC requires that the object clause in the MOA to be within 400 words and 7 clauses.
Shareholders Particulars: (National ID if the shareholder is a Bangladeshi)
Directors Particulars: (Including Tax Identification Number)
Singed Form IX and Subscriber Page: Scanned copy in pdf will be required.
For foreigners: Copy of passport of shareholder and director.
COMPANY REGISTRATION PROCEDURE
Company registration or company formation procedure in Bangladesh is partially computerized and online-based. The step-by-step setup procedure for a Company registration:
a) Name Clearance: Bank account opening also bringing the paid-up capital and finally
b) Company Registration.
To improve your chances of quick name approval and make sure the name:
Is not identical or too similar to any existing local company names
Does not match with any trademarks
Is not obscene or vulgar
Is not already reserved
An approved name will be reserved for 1 month from the date of approval. You can extend the name by filing an extension request just before the expiry date.
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 600 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
i) Certificate of Incorporation;
ii) MOA and AOA, and
iii) Form XII.
These documents will be mailed to your email address associated with your RJSC account
There are cases when the incorporation procedure can get delayed if the shareholders or directors are of certain nationalities. Although, this is a rare case. In such cases, the authorities might ask for some additional information.
POST-REGISTRATION FORMALITIES for Company Formation
Finally, you also need some documents that are issued by the Registrar of Joint Stock Companies and Firms (RJSC).
DOCUMENTS ISSUED BY RJSC:
- Certificate of Incorporation: RJSC will issue a Certificate of Incorporation of the company. The certificate will contain the company registration number and name of the company the date of incorporation.
- Form XII: Form XII contains the list of particulars of directors of the incorporated company.
- Certified copies of MOA and AOA.
Some of the other items you will almost need to register (company formation) of your Bangladeshi company. Like,
- Share certificates for each shareholder.
- Register for shareholders, shares, directors, etc.
- Company common seal for the company
- A rubber stamp for the company
APPLYING FOR TRADE LICENSE, TAX IDENTIFICATION NUMBER, AND OTHER LICENSES
After the incorporation, you should manage a commercial space or rent some space in any commercial area.
Then you need to apply for Trade License, Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses.
RJSC RETURN FILING REQUIREMENTS
Annual Return: Each calendar year, an Annual General Meeting must be held. The AGM must be conducted within 18 months of company incorporation, after which no more than 15 months can elapse between one AGM and the next.
Regular Return: In case of any change in the board of directors or in the shareholding structure or any other change, a relevant return must be filed with the RJSC within a certain period of time.
So, Bangladesh is becoming one of the most promising outbound markets in the world. Due to the swift growth of the economy in this country, the company formation procedure is broadly asking questions to the new entrepreneurs. All the questions are answered above how you should register your company.