Company Registration – RM Legal Doctor

Company Registration Procedure

in Bangladesh (stage by stage)

Private Limited Company Registration in Bangladesh

Mainly three types of business structure are continuing in Bangladesh.
These are
(1) Limited Company,
(2) Partnership Firm and
(3) Sole Proprietorship.

Limited Companies are two types one is
(a) Private Limited Company and another is
(b) Public Limited Company.

RJSC also register foreign company and Branch Office, Liaison Office, Representative Office of Multinational Company. Joint Venture Companies are also registered at RJSC.

To form Private Limited Company minimum two and maximum fifty directors required. On the other hand, for Public Limited Company minimum member should be seven and the maximum is unlimited. For forming a Joint Venture Company minimum member should be two and maximum fifty. Out of all members minimum, one should be Bangladeshi and minimum one should be Foreigner. In Bangladesh no scope to start a Limited Company by one man.

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EASY-01

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(Authorized Capital BDT 1 Core)

Company Incorporation

Tax registration

Trade License

Bank Account

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Stages

Stage-01

Prepare DOCUMENTS before registration

Stage-02

Bank account opening and bringing in the paid-up capital

Stage-03

Registration

stage

Post-Registration Formalities

Stage-01

Prepare DOCUMENTS before registration of a company in Bangladesh

For the purpose of company incorporation in Bangladesh, the following information is required;

Company Name

A name clearance must be obtained.

Memorandum of Association and Articles of Association:

RJSC requires that the object clause in the MoA be within 400 words and 7 clauses.

Shareholders/Directors Particulars:

Both Address, eTin Number nand copy, NID Copy/Passport Copy and Recent Photograph is required

Company's (within Bangladesh) Registered Address

Singed Form IX and Subscriber Page

For Foreigners

(a) Copy of passport of shareholder/director. (b) Encashment Certificate (Learn more about enchantment certificate

FAQs

Minimum Capital Requirement

There is no official minimum capital requirement in Bangladesh. For this reason, $1 is considered the minimum capital contribution. However, investors should keep in mind that they need to make an inward remittance of no less than $50,000 if they intend to hire foreign employees.

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 unissued. There is no minimum or maximum limit for authorized capital in Bangladesh.

Paid-up Capital

Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased anytime after the incorporation of the company

Shareholders

A private limited company in Bangladesh can have a minimum of 2 and 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 anytime after the Bangladeshi company has gone through the incorporation process.

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) and cannot be a P.O. Box

Stage-02

Bank account opening and bringing in the paid-up capital

This step is only applicable if the proposed company has a foreign shareholding

Bank Account

You will 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 will be required by RJSC for incorporation.

Stage-03

Company Registration in Bangladesh

The final stage

In this step, all required information to be uploaded to the RJSC’s website with form IX and subscriber Page. Then registration fees along stamp duty to be paid. After making the payment the registration is done, then 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 by the RJSC.

Post-Registration Formalities

After company registration more tasks should be done to operate the business. First of all, need a Trade License for the company name and it collect from nearby license providing authority (In case City Corporation area City Corporation Authority issue the Trade License or for rural area Union Council authority issue the Trade License).

Getting Trade License an eTIN certificate is needed for the newly registered company. eTIN should be collected from the National Board of Revenue (NBR).

If you want to go for Export Business you have need Export Registration Certificate (ERC) or if you want to do Import Business then you have to need Import Registration Certificate (IRC). If you can start Indenting Business then you have to need Indenting Registration Certificate. All of ERC, IRC & Indenting Certificate issue by Office of the Chief Controller of Imports and Exports.

At present VAT Registrationcertificate needed for most of the business in Bangladesh. For starting special type of business you have to need prior permission from the respective authority.