COMPANY INCORPORATION IN BANGLADESH
Company Incorporation in Bangladesh could be a troublesome process if the right and applicable procedure is not known to one. There are sevral acts and provisions attached with the procedure of company incorporation in Bangladesh. Followings shall give an understanding of what is the procedure and what may be required to have a company incorporated in Bangladesh.
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 incorporation in Bangladesh is a company limited by shares. In order to incorporate a Company in Bangladesh 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 Registrar of Joint Stock Companies and Firms (RJSC), the Company House of Bangladesh.
The steps for the registration or formation of a Private Company limited by shares in Bangladesh are detailed below:-
1. Name Clearance | Company Incorporation in Bangladesh:
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 incorporation in Bangladesh is formed within this time, otherwise a new name clearance will have to be conducted.
2. Documentation | Company Incorporation in Bangladesh:
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 | Company Incorporation in Bangladesh:
- 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 | Company Incorporation in Bangladesh:
- 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.
5. Post Registration | Company Incorporation in Bangladesh:
Post registration formalities include obtaining the following certificates/licenses:
- Tax Identification Number;
- Value Added Tax (VAT) Certificate;
- Trade License;
6. Return Filing | Company Incorporation in Bangladesh:
Registered entities are under an obligation to file returns in prescribed forms and schedules, and the RJSC upon satisfaction approves and preserves such records. There are two types of returns:
a) Annual Return: Every year the company must submit the following documents to the RJSC-
- Schedule X: It is an annual summary of share capital and list of shareholders; S.36;
- Balance Sheet within 30 days from the date of Annual General Meeting (AGM);
- Profit and Loss Account within 30 days from the date of AGM;
- Form 23B: It is a letter of approval by the auditor to be submitted within 30 days since the date of appointment.
b) Return for any change in entity: In case of any change made in the company, a relevant return in prescribed form must be filed with the RJSC.