27 Apr Guide to Company Registration in Bangladesh
Company registration is a crucial process for establishing a business in Bangladesh. The registration process can take up to two weeks, and it is essential to comply with the Companies Act and other relevant regulations.
By following the necessary steps and fulfilling the requirements, you can register your company and start conducting business in Bangladesh. Seeking the assistance of a lawyer or a company registration service provider can simplify the process and ensure compliance with the regulations.
According to Companies House, in March 2021, 76,020 new companies were registered, which was a record high for any single month since Companies House began recording data.
Let’s discuss a lot about Company Formation…….
The Legal Process Of Company Registration In Bangladesh
Steps in the Legal Process of Company Registration | Description |
Name Clearance | Obtain clearance for the company’s name from the Registrar of Joint Stock Companies and Firms (RJSC). The name must be unique and not already taken by another company. |
Memorandum and Articles of Association | Draft the Memorandum and Articles of Association (MAA) of the company, which outline the company’s objectives, rules, and regulations. |
Prepare Required Documents | Prepare the required documents for company registration, including a signed copy of the MAA, a list of company directors and their personal information, a declaration of compliance with the Companies Act, and a registered office address. |
Payment of Registration Fees | Pay the required registration fees to the RJSC. The fees depend on the authorized share capital of the company. |
Submit the Documents to the RJSC | Submit the documents to the RJSC for registration. The registration process can take up to two weeks. |
How Does a Company Register in Bangladesh?
The requirements for company registration in Bangladesh include:
1. Company Name: The name of the company must be unique and not already taken by another company. It must not violate any trademark or intellectual property rights.
2. Directors: A minimum of two directors are required for the registration of a private limited company in Bangladesh. The directors must be at least 18 years old, of sound mind, and not disqualified under the Companies Act.
3. Shareholders: A minimum of two shareholders are required for the registration of a private limited company in Bangladesh. The shareholders can be individuals or corporate entities.
4. Memorandum and Articles of Association: The Memorandum and Articles of Association (MAA) of the company must be prepared and submitted to the Registrar of Joint Stock Companies and Firms (RJSC). The MAA outlines the company’s objectives, rules, and regulations.
5. Registered Office Address: The company must have a registered office address in Bangladesh. This address will be used for communication and receiving official documents.
What Kinds Of Legal Entities Are Available in Bangladesh?
There are several types of legal entities available in Bangladesh, including:
- Sole Proprietorship: This is a business owned and operated by a single individual. It is the simplest and most common form of business structure in Bangladesh.
- Partnership: A partnership is a business structure in which two or more individuals own and operate the business together. The partners share the profits and losses of the business.
- Private Limited Company: A private limited company is a separate legal entity from its shareholders. The liability of the shareholders is limited to the amount of their investment in the company. It requires a minimum of two directors and two shareholders.
- Public Limited Company: A public limited company is similar to a private limited company, but it can sell its shares to the general public. It is subject to more regulations than a private limited company.
- Joint Venture: A joint venture is a business structure in which two or more parties join together to undertake a specific project or business activity. It is a contractual arrangement rather than a separate legal entity.
- Branch Office: A branch office is a business structure in which a foreign company establishes a presence in Bangladesh. The branch office operates as an extension of the foreign company and is subject to the same regulations as a local company.
These are the kinds of legal entities available in Bangladesh. It is important to choose the most suitable structure for your business based on your objectives, capital requirements, and level of liability.
Step-by-step Process for Company registration services
The following is a step-by-step process for company registration services in Bangladesh:
- Name Clearance: The first step in the registration process is to get name clearance from the Registrar of Joint Stock Companies and Firms (RJSC). The name of the proposed company must be unique and not already registered.
- Preparation of Memorandum and Articles of Association: The next step is to prepare the Memorandum and Articles of Association (M&A) of the company. The M&A defines the objectives, scope, and rules of the company.
- Payment of Stamp Duty: The company needs to pay stamp duty on the M&A at the rate of 0.1% of the authorized capital of the company.
- Registration with RJSC: The next step is to register the company with RJSC by submitting the following documents:
- Incorporation forms
- Notarized M&A
- Proof of payment of stamp duty
- Declaration of compliance with the Companies Act
- Copies of national ID cards or passports of the directors and shareholders
- Power of attorney (if applicable)
- Obtain Trade License: After obtaining the Certificate of Incorporation from RJSC, the company needs to obtain a trade license from the local government authority.
- Register for Taxes: The company needs to register for tax purposes with the National Board of Revenue (NBR) within 45 days of incorporation.
- Open Bank Account: The company needs to open a bank account in the name of the company to operate its business.
- Obtain Other Licenses and Permits: Depending on the nature of the business, the company may need to obtain other licenses and permits from relevant authorities.
It is advisable to seek the assistance of a lawyer or a company registration service provider to ensure compliance with the regulations and avoid any delays or errors in the process.
Summary
Company registration services in Bangladesh involve a step-by-step process that includes obtaining name clearance and preparing and notarizing the Memorandum and Articles of Association.
Paying stamp duty, registering with the Registrar of Joint Stock Companies and Firms (RJSC), obtaining a trade license, registering for taxes with the National Board of Revenue (NBR), opening a bank account, and obtaining other licenses and permits as required.
It is important to choose the most suitable legal entity for your business and seek the assistance of a lawyer or a company registration service provider to ensure compliance with the regulations and avoid any delays or errors in the process.
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