A society registration need any seven or more persons associated for any literary, scientific or charitable purpose or for any such purpose as is described in section 20 of this Act, may, by subscribing their names to a memorandum of association and filing the same with the Registrar of Joint stock Companies form themselves into a society under this Act.
MEMORANDUM OF ASSOCIATION
The memorandum of association shall contain the following things (that is to say)-
The name of the society:
The objects of the society:
The names, addresses and occupations of the governors, council, directors, committee or other governing body to whom, by the rules of the society, the management of its affairs is entrusted.
A copy of the rules and regulations of the society, certified to be a correct copy by not less than three of the members of the governing body shall be filed with the memorandum of association.
REGISTRATION OF SOCIETIES
Upon the filing of the memorandum and certified copy of the rules and regulations of the society under section 2, the registrar shall certify under his hand that the society is registered under this Act.
FEES TO BE PAID TO THE REGISTRAR
There shall be paid to the registrar for registration of a society and for matters mentioned in the Schedule to this Act, fees specified in that Schedule or such smaller fees as the Government may direct.
STEP 1: NAME CLEARANCE
Firstly, To set up a society (foundation) 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 230 to the designated bank. After making the payment, you will have to login into your account on the RJSC website and then you will get the name clearance. An approved name will reserve for 1 month from the date of clearance. You can extend the name by filling 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 society 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 En-cashment Certificate which is required by RJSC for incorporation.
STEP 3: Society Registration
Thirdly, submit all the required information in 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 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.
Finally, you also need some documents that are issued by Registrar of Joint Stock Companies and Firms (RJSC).
DOCUMENTS ISSUED BY RJSC:
- Certificate of Registration of Societies: RJSC will issue a Certificate of of Registration of the Societies. The certificate will contain the society registration number and name of the society the date of incorporation.
Some of the other items you will almost need to registration of your Bangladeshi society. Like,
- Share certificates for each shareholders.
- 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.
ANNUAL LIST OF MANAGING BODY TO BE FILED
Once in every year, on or before the fourteenth day succeeding the day on which, according to the rules of the society, the annual general meeting of the society is held, or, if the rules do not provide for an annual general meeting, in the month of January, a list shall be filed with the Registrar of Joint-stock Companies of the names, addresses and occupations of the governors, council, directors, committee or other governing body then entrusted with the management of the affairs of the society.
REGISTRATION OF SOCIETIES FORMED BEFORE ACT. ASSENT REQUIRED
Any company or society established for a literary, scientific or charitable purpose, and registered under Act XLIII of 1850, or any such society established and constituted previously to the passing of this Act but not registered under the said Act XLIII of 1850, may at any time hereafter be registered as a society under this Act; subject to the proviso that no such company or society shall be registered under this Act unless an assent to its being so registered has been given by three-fifths of the members present personally, or by proxy, at some general meeting convened for that purpose by the governing body.
In the case of a company or society registered under Act XLIII of 1850, the directors shall be deemed to be such governing body. In the case of a society not so registered if no such body shall have been constituted on the establishment of the society, it shall be competent for the members thereof, upon due notice, to create for itself a governing body to act for the society thenceforth.
As Bangladesh is becoming one of the most promising outbound markets in the world. Due to swift growth of economy in this country, society formation procedure is broadly asking question to the new entrepreneurs. All the questions are answered above how you should register your society.