A Comprehensive Guide To Company Registration – Bangladesh

From the enormous piles of paperwork to the legal documents and formalities included, getting your company registered in Bangladesh can be quite confusing. Fear not though, with this 5 step process provided to you by Simplebooks, you’ll be done with it in no time!

Before we get started, here are a few key things you need to know about company registration in Bangladesh ;

1. Directors – It is mandatory for at least 2 Directors (foreign or local) to be present under the company.Each should have their designated qualification shares clearly stated in the Articles of Association. Also note that the Directors should be over the age of 18, and not be known for financial discrepancies such as bankruptcy or any form of previous malpractice.
2. Shareholders – A Private Limited Company can have anything between 2 to 50 shareholders, while a Public Limited Company has the option of having 7 or more. The shareholder can be a person, or even another company, and it is possible for the director and shareholder to be the same person!
3. Authorized Capital – This is the maximum amount of the share capital that the company is authorized to allocate to each of their shareholders. It is a must for this amount to be clearly stated in the Memorandum of Association as well as the Articles of Association (mandatory documentation that needs to be prepared prior to registration).
4. Registration Address – In order to register your company in Bangladesh, you must provide a physical bangladeshi (local) address (either residential or commercial) as the registered address of the company.
5. Paid-Up Capital – This is also known as share capital and stands at a minimum of 1 Taka during the initial registration of the company. Once your company is registered, you can increase this capital to any amount you desire!

Now that that’s out of the picture, let’s get started!

Step 1 : A Case of Company Name Clearance

Before anything else, you need to get your company name approved (cleared) by the Office of the Registrar of Joint Stock Companies and Firms. To do that should ;
1. Visit their website
2. Create a Username (eg : companyname123)
3. Apply for name clearance

All good things come at a cost of course, so once you’ve applied you’ll receive a payment slip (from the bank BRAC) asking for a “prescribed fee” of BDT (Bangladeshi Taka) 200/-. Made your payment? Now log back into your account. Yes that’s right, your company name has been cleared!

A couple of things to remember before you move onto the next step;

• Only one name will be cleared for one application
• The clearance will be valid upto 30 days from the day it was cleared
• You can apply to extend this clearance from upto 60 to 90 days
• If you are a Foreign Company or a Partnership Firm, you’re in luck! Name Clearance is not required.

Need more information on Name Clearance? Find out here!

Step 2 : The Differential Drafting of Documentation

To get your company registered in the sublime land of Bangladesh, you will need the following documentation that may differ based on the type of company you are trying to register.

According to the Companies Act of 1994, Private Companies will require;

• The original (as well as 2 copies) of the Memorandum and Articles of Association
• Form I: Declaration on Registration of Company [Section 25]
• Form VI (6) : The Notice on the Situation of the Registered Office and of any change there may be [Section 77].
• Form IX (9) : Consent of the Director to act [Section 92].
• Form X (10) : The List of Persons Consenting to be Directors [Section 92]
• Form XII (12) : Particulars of the Directors, Manager and Managing Agents and of any change there may be [Section 115]
• Clear evidence of Name Clearance.

While Public Companies will require;

• The original (as well as 2 copies) of the Memorandum and Articles of Association
• Form I: Declaration on Registration of Company [Section 25]
• Form VI (6) : The Notice on the Situation of the Registered Office and of any change there may be [Section 77].
• Form IX (9) : Consent of the Director to act [Section 92].
• Form X (10) : The List of Persons Consenting to be Directors [Section 92]
• Form XII (12) : Particulars of the Directors, Manager and Managing Agents and of any change there may be [Section 115]
• Form XIV (14) : Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150].
• Form XI (11- if necessary): The Agreement to Take Qualification Shares in Proposed Company [Section 92].
• Clear evidence of Name Clearance

Foreign Companies on the other hand will need ;

• Form XXXVI (36) – Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.
• Form XXXVII (37) – Notice of the Address of the Registered or Principal Office of the Company.
• Form XXXVIII (38) – List of Directors and Managers [Section 379].
• Form XXXIX (39) – Return of Persons Authorized to Accept Service [Section 379].
• Form XLII (42) – Notice of Situation of the Principal Place of Business in Bangladesh or of any Change there may be [Section 379 (I)].
• The Encashment Certificate obtained from any Scheduled Bank.
• Permission from Bangladesh Investment Development Authority (BIDA).

Yes, it does seem a little overwhelming at first glance, but if you follow the instructions and stick to the guidelines it’s not all that difficult!

Step 3 : Building a Brand-new Bank Account

The simplest step yet, you’ll need to open a brand new bank account under the proposed company name with any of the scheduled banks Bangladesh has to offer. If there is a foreign shareholder, remember to remit the money in amounts equal to the shares owned by them.

The reason? The bank will then issue an “Encashment Certificate” which is required by the RJSC to finalise your registration with.

Step 4 : A Series of Successful Submission

Don’t stop now, you’re almost at the finish line! The 4th and final step of the registration process is to submit all the documents required onto RJSC’s website. Having your company name cleared along with all the necessary documents and forms, you will need to make Sure your documents, along with the Memorandum and Articles of Association comply to the prescribed format of the RJSC website.

• Apply for your registration online (through the RJSC website) within 30 days after getting Name Clearance
• Pay the required registration fee at the Bank (a slip will be provided to you by the website)

Here’s how you apply for your registration ;

• Go to this link
• Click on “Apply for Registration”
• Select the “Type” of Company you will be registering
• Type in the “Name Clearance Submission No.” as well as the “Name Clearance Letter No.” respectively
• Click on “Continue”
• Fill up the form that appears
• Submit the necessary information relating to the Memorandum and Articles of Association in the specific format required
• Confirm all the details submitted
• Click on “Submit”

Once you receive your payment slip it’s time to make your payment with the bank. Done with the payment? Well, Congratulations – your company has now officially been registered!

It doesn’t end there though, next you will need to follow up with the RJSC as once satisfied with the application, they will be the ones sending you digitally signed copies of your

• Certificate of Incorporation
• Memorandum and Articles of Association
• Form XII (12) via the email address you provided

If the process gets delayed by any chance – don’t worry! The officials will request some additional information, and you’ll be good to go in no time.
Want to find out more details on the guidelines of the RJSC website? Click here!

Step 5 : The Post-Registration Processes

This step is not exactly a fundamental part of the registration process, but it includes a number of formalities that should be undertaken once you have completed your company registration.

As a Limited Company (private and Public), you will need to obtain;

• A Trade License from the relevant City Corporation by submitting an application along with the required documents.
• A Tax Identification Number (TIN) from the recommended NBR (National Board of Revenue) website.
• A VAT Registration Certificate via an online process
• A Fire Certificate from the Bangladesh Fire Service and Civil Defence Authority
• An Environment Clearance Certificate from the Department of Environment (if involved in an industrial project of any way or form).

And there you have it! The incredibly comprehensive step-by-step guide to getting your company registered in Bangladesh.

Have any questions for us here at Simplebooks? The comment section below is all yours! 😉