The Company Registration in Bangladesh is the first steps for starting limited company business in the country. Generally large businesses are forming to a limited company there two or more entrepreneurs operating the business activities. The most of companies are registered as privet limited company in Bangladesh (which is very much known privet limited liability Company). The privet limited company would not liable of company’s debts beyond the share capital which amount shareholders have contributed individually. By following Companies Act 1994, anybody can be a (local or foreign citizen) director or Shareholder of a company, whose age must be 18 years, in Bangladesh.
The Company formation / Joint Stock Company commencing steps is Company Name Clearance of the company (proposed name of the Company) from RJSC (The Registrar of Joint Stock Companies and Firms). If RJSC approved the company’s name then we will get a company name clearance certificate from RJSC. Afterword next steps are to make the Memorandum of Association and the Articles of Association, pay Govt. fees at selected scheduled bank and to submit to the RJSC for receiving Incorporation Certificate of the company.
Incorporation Certificate after Company Registration in Bangladesh
Opening company bank account after completing Company Registration and deposit paid up capital of the company when all shareholders are Bangladeshi. To open a bank account of proposed company after getting Name Clearance Certificate at any schedule bank in Bangladesh for bringing foreign money equivalent to the shares money to be hold by (foreign citizen) shareholder from foreign country in the account. The bank will issue an encashment certificate (that certified remittance coming from outside Bangladesh) which is required by RJSC of Company incorporation (applicable for foreign shareholder) in Bangladesh.
In general, Company has two types; one is public limited company and another is private limited company. The Privet limited company has to at least 2 (two) Directors or Shareholders and the highest 50 (Fifty) Shareholders or Directors. The Public limited company has to minimum 7 (seven) and the highest unlimited Shareholders / Directors limited by the shares. Joint Venture (local and foreign) shareholder and100% foreign shareholding is acceptable in the country. Company can be issued new share or existing shares can be transferred to outside of company to add new shareholder into the company at anytime by deciding board resolution of Directors of the company.
Essential documents and information for Company Registration in Bangladesh
- All Shareholders, Directors, Chairman and Managing Director’s Name,
- Needs All Directors and Shareholders Father & Mother’s Name
- Address of Shareholders, Directors, Chairman and Managing Director
- TIN Certificate for Bangladeshi shareholder (Taxpayer’s identification Number) not applicable for foreigner
- NID Card (Voter ID card) of Bangladeshi citizen
- Cell Phone Number of Shareholders, Directors, Chairman and Managing Director
- Email Account of Shareholders, Directors, Chairman and Managing Director of the company
- Must be mentioned number of occupying share of each Shareholder, Director, Chairman and Managing Director
- To indicate qualifying share of Director of the company
- To indicate who are the Shareholder, Director, Chairman and Managing Director of the company
- To be mentioned paid up capital and Authorized capital of the company
- Passport Number (mandatory for overseas citizen) alternative for Bangladeshi who have not hold National ID Card.
- Must be assured foreign investment coming from abroad
- Joint Venture Agreement of forming a Joint Venture Company.
There is no maximum and minimum share capital of Joint Stock Company in Bangladesh however; manufacturing company needs large capital for setting up machinery and equipment for the industries. The public limited company can be listed on the Stock Exchanges of selling company share.
Opening a company in Bangladesh requires at least two shareholder or director and fifty maximum number of shareholders for privet limited and must be needed lowest seven and highest number of shareholder limited by shares for public limited company which are required for Company Formation in Bangladesh and it is compulsory to have a registered office into Bangladesh for the respective company.
Getting Company Incorporation Certificate we take company’s Trade License from local authority (as like Dhaka City Corporation, Municipal authority of Upozala/District, Union Council of rural area) for starting company business of small volume. If we interested to run Import and Export business must be taken Import Registration Certificate and Export Registration Certificate from the CCI&E (Office of the Chief Controller of Imports & Exports) in Bangladesh.
For opening import and export business at the first steps, must be needed the Export Registration Certificate and the Import Registration Certificate of starting international business to the foreign countries. The VAT Registration Certificate and TIN Certificate are the most useful documents for the local, international and multinational business and sometime needs respective ministry permission for particular business from the Government.
Basically, large volume of business in Bangladesh needed a document of RJSC that issues the incorporation of the limited company. The RJSC is the only legal body of Company Registration in Bangladesh. RJSC also doing the Company Share Transfer, Company Share Allotment, Winding up, Company annual return submission and operating the registration activities of Society Registration followed by Societies Registration Act, 1860, Partnership Registration followed by partnership Act,1932, Trade Organization Registration followed by Trade organization Ordinance, 1961 and RJSC continuing company related works as like, Joint Venture Company Registration, Foreign Company Registration (100% share owned by foreign citizen), and enlisted Branch office and the Representative office of the foreign company.
