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Wednesday, 07 September 2016 09:07

How to Set Up or Register a Company/Venture in Bangladesh

Company Incorporation in Bangladesh Company Incorporation in Bangladesh

Before we understand as to how to register or incorporate a joint venture company in Bangladesh, we must understand that when we are setting up a company for the first time in Bangladesh there are several questions that arise in the mind, for example "What are the legal obligations one may have to face while incorporating the company?" or "What relevant institution that I have to contact for registering the company".

Although, our Company lawyers working in Corporate Services may help you register your company with ease, however, down below there is a guideline as to what needed to be done before registering a company or venture in Bangladesh. Be sure to have your dream ventured registered inorder to avoid any sort of legal difficulties. 

Company or Joint Venture Incorporation

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 in Bangladesh is a company limited by shares. 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 RJSC. 

The steps for the registration of a Private Company limited by shares in Bangladesh are detailed below:-

1. Name Clearance-It is an online process where the applicant has to make an application for name clearance. A nominal amount has to be deposited into the bank prescribed by the RJSC website. The name clearance is valid for 180 days and it is recommended that the company is formed within this time, otherwise a new name clearance will have to be conducted.  

2. Documentation- The following documents would be required to be submitted to RJSC for their verification:

  • Memorandum and Articles of Association of the company;
  • Promoters' resolution to open a Company in Bangladesh; 
  • Obtaining and executing the following forms for registering the company 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. 

3. Banking Formalities-

  • Promoter shall open a temporary bank account in the name of the proposed company with any scheduled bank with the condition that the account shall be regularized once the   company is duly registered with RJSC;
  • Capital contribution into the bank account; and  
  • Obtain 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. 

4. Registration- 

  • 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 registration formalities include obtaining the following certificates/licenses:
  • Tax Identification Number;
  • Value Added Tax (VAT) Certificate;
  • Trade License;
  • Fire License.

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Last modified on Monday, 11 May 2020 15:17