Company Registration in Bangladesh

When registering a new company or considering transferring your existing business to Bangladesh, be aware that most Bangladeshi companies are known as Private Limited Liability Companies (commonly known as Private Companies). A private limited company in Bangladesh is a separate legal entity and the shareholders are not responsible for the contribution of the company in addition to the share capital. Under the Companies Act 3, any person over 6 years of age (foreign or local) can register a company in Bangladesh.

If you are a foreign investor, we suggest you read our article on foreign investment. This will help you to understand the company registration process in Bangladesh.

Pre-Registration - All You Need to Know

The basic facts of business

Company name. The name must be approved (cleared) before being included in this company in Bangladesh.

Director. At least two directors are required. Managers can be local or foreign. Managers must be at least 18 years old and must not be guilty of bankruptcy or past deficiencies. The law requires a director to own the shares of merit described in the sub-bill. Any shareholder who is not a natural person (meaning a company) may be appointed by a designated director.

Shareholder. A Private Limited Company in Bangladesh can have at least 2 and a maximum of 5 shareholders. A director and shareholder may be the same or different person. The shareholder may be a person or any other entity, such as another entity. 100% local or foreign ownership is allowed in most sectors. New companies may be issued or existing shares may be transferred to another person at any time following the process of incorporation of Bangladeshi companies.

Approved capital. You must enter into the Memorandum of Understanding and the capital accredited to the Articles Association. It is the maximum number of share capital of the affiliated company providing shareholders (awards). Some of the capital allowed may be left unresolved. There is no minimum or maximum limit for the approved capital in Bangladesh.

Paid-up capital. the minimum paid-up capital for a Bangladeshi company's registration is five bucks. The paid up capital (also known as share capital) can be increased at any time after establishment.

Registered Address. To register a company in Bangladesh, you must enter the local address as the registered address of the company. The registered address must be a physical address (maybe a residential or commercial address) and the postal address may not be a box.

Memorandum and Association of articles. To be included, the organization must prepare a Memorandum of Association (MOA) and association-related articles (AOA)

The advice of foreigners

Foreigners wishing to open a Bangladeshi company should consider the following:

• You must open a bank account in the name of the proposed company and bring the original paid up capital with the announcement of the name obtained from the Registrar of Joint Stock Companies (RJSC). It is mandatory for setting up a company in Bangladesh.
• The formality of all Bangladeshi organizations can be managed without visiting Bangladesh. The only exception can be opening a bank account, depending on the bank you choose.
• All directors and shareholders may be foreigners.
• If you only want to include a private limited company but do not plan to move to Bangladesh, you do not need to get a special Bangladesh visa. When you need to be present about companies in the short term, you can be free to manage your business from abroad as well as travel to Bangladesh on a business visa.
• If you are planning to relocate to Bangladesh to manage your business, you will need a work permit.

Required Papers

The following information is required from the registration of companies in Bangladesh:

• Company name. Get a name permit.
• Statutory and Statutory Art RJSC requires that the Subject Clause in the MOA be between 400 words and 7 conditions.
• Shareholder Information (National ID card whose shareholder is Bangladesh)
• Manager information (including tax identification number)
• Registered address
• Form nine and signed customer page. A scan copy of the PDF is required.
• For foreigners: Copy of shareholder and management passport.

Registration process

The business registration process of Bangladesh is partly computerized.

The installation process of the Bangladeshi company involves three separate steps: a) anonymity; (ii) opening a bank account and collecting paid-up capital; and (b) to register a company. The second step is applicable only if there are foreign shareholders in the proposed company.

Step 1: Name clearance

To set up a company in Bangladesh, your first step will be to obtain a name authorization for the proposed company name. You must go to www.roc.gov.bd and create a username first. You will then be able to apply for a name permit. Once you have requested the name release, you will receive a bank payment ticket and you will have to pay Rs 600 to the designated bank. After making the payment, you will need to log in to your account on the RJSC website and then you will receive a name authorization.

You can read this guide prepared by RJSC for the release of the name.

Confirm the name to improve your chances of getting a quick name approval:

• It is not identical or very similar to the name of the existing local company
• It does not infringe any trademark
• Not obscene or obscene
• It has not already been saved

The approved name will be reserved for 6 months from the date of authorization. You can extend the name by submitting an extension request just before it expires.

Step 2: Open your bank account and bring in the paid-up capital

This step applies only if the proposed company owns foreign shares.

Next, you will need to open a bank account with any scheduled bank in Bangladesh, on behalf of the proposed company. After opening the account, you will have to deposit the same amount of money into the account with the shares held by shareholders abroad. The bank will issue a certificate of incorporation that will require the RJSC for attachment.

Step 3: Organizing the registrars

The last step is to send all the necessary information on the RJSC website. You must also upload the Form IX and the Client page. After completing the entire process, you will receive a bank payment report to pay the registration fee along with the stamp fee.

You can read this guide prepared by the RJSC for sending all the information on the RJSC website.

After you paid the bank, you're done. In order to obtain the Certificate of Inclusion, you will have to follow an action with the RJSC. RJSC officials will check the documents and information. If they are satisfied, they will issue a digitally signed company certificate i) Certificate of Incorporation ii) MoA and AoA and iii) form XII. These documents will be sent to your email address associated with your RJSC account.

There are cases where shareholders or directors have a certain nationality, but the inclusion process can be delayed, although in rare cases. In such cases, the authorities may request additional information.

Post-Registration Format

Documents provided by RJSC:

• Certificate of organization: RJSC will issue the Certificate of organization of the company. The certificate will contain the item number, company name and date of addition.
• Form XII: Form XI contains the list of incorporated company directors.
• Certified copy of MOA and AOA

Here are some of the other things you need to consider when registering your company in Bangladesh:

• Distribute credentials for each shareholder.
• Register of shareholders, shares, directors, etc.
• Seal for the company
• A rubber stamp for the company

Apply for a business license, tax identification number and other licenses

After attachment, you should buy commercial space or rent a space in a commercial area.

Next, you will need to apply for a business license and a tax identification number. Depending on your organization's business activities, you may need to obtain more business licenses.

Return to the submission requirements

Annual Return: Each calendar year, an annual general meeting must take place. The AGM must operate within 18 months of the company being constituted, not more than 15 months between the AGM and the latter.

Periodic returns: A relevant statement must be submitted to the Board of Directors or to the shareholder structure or at any other time, in case of any other change.