RJSC is an only legal authority for Limited Company Registration of Bangladesh. The RJSC (The Registrar of Joint Stock Companies and Firms) operates company related works as like Company formation, partnership farm registration, Share Transfer, Share Allotment, company return submission and so on. In general, two or more entrepreneurs when start a business at that time needs a business platform and start a Limited Company Registration in Bangladesh. The most of the international business are doing by limited company because of more investment and more entrepreneurs jointly operating the business. Limited company registration is followed by Companies Act, 1994.

Basically, two types of limited company in Bangladesh, Privet limited company and Public limited company. Limited company can be formed with local and foreign investment jointly together or it may 100% foreign investment also possible and 100% local capital can do set up limited company registration in Bangladesh.

Company Registration

Company Registration is for large business form in Bangladesh. Basically, company has two types; one is public limited company and another is Privet limited company. Privet limited company has at least 2 (two) Directors or Shareholders and highest 50 (Fifty) Directors or Shareholders into the company.  Public limited company has to minimum 7 (seven) and highest unlimited Shareholders / Directors limited by shares. There are three kinds of Privet limited company existing into the country such as local company, Foreign Company (100% share owned by foreign citizen), Joint Venture Company (Foreign and Bangladeshi investment) and Local company (100% Bangladeshi investment). Company registration is followed by Company Act, 1994.

Partnership Firm Registration

RJSC providing partnership firm registration their 2 (two) to 20 (twenty) entrepreneurs can operate the business. Partnership firm registration is followed by Partnership Act, 1932.

Society Registration

The Society Registration at RJSC in Bangladesh. Basically, non profitable and charitable organization operating by followed Societies Act. 1860. Three types of society working into the country such as Society, Foundation and Trust. In general, Society works social or professional or particular agenda for developing their mutual interest such Human resource Society, Doctors Association, Village development program etc.

Trade Organization Registration

Trade Organization is business body registration at RJSC. Generally, same kinds of business organizations jointly create a platform to develop their mutual interest of particular business. Trade organization registration is followed by Trade organization Ordinance, 1961.

Name Clearance

Name Clearance is the first step for register of a Company, Partnership Firm, Society or a Trade Organization. If entrepreneurs want a new entity ( it may Company, Partnership Firm, Society, Foundation) have to Name Clearance to RJSC for approving  name clearance for the proposed name  of the company that’s not similar or closely match or resemble into the existing company, it may written, pronounce or viewing all the measure.

Incorporation Certificate

After completing company registration, RJSC issues a certificate of Incorporation of the particular company. The certificate contains registration number of the company, Company’s name and Incorporation date of the company; it may Privet limited company or Public limited company. RJSC also issues Form XII and certified copy of Memorandum of Association & Articles of Association of the company.

Form XII contains the directors list of the company. Memorandum of Association describes all kinds of business activities which conducted by the company and Articles of Association here written down all kinds of business operating rules & regulation, power of Directors, Managing Director and Chairman and many more.

Foreign and Joint Venture Company Registration

First of all, foreign entrepreneurs can open 100% foreign owned limited company; Foreign Company Registration in Bangladesh is doing business in many sectors such as readymade garments, construction, IT business. Generally, their equity investment should come first before Foreign Company Formation and Joint Venture Company Formation at RJSC through company’s primary bank account.

Bangladeshi Branches, Subsidiaries or Representative Offices are type of structures that refer to foreign companies that may be opened in Bangladesh as either an entity from the parent company or an extension of the parent company.

Representative Office/ Branch Office has to deposit of  USD 50,000 of company’s account or equivalent like estimated primary development cost and business running cost must be coming from foreign country to Bangladesh. Now, World’s renowned chain company set up their Branch Office, Liaison Office or Regional Office in Bangladesh.

Share Allotment at RJSC

Share allotment is a continue process of limited company in Bangladesh. RJSC approved share allotment for increasing business capital of the company by taking decision of board Directors of the company. Company Share Allotment / share increase is an ongoing process of Privet or Public Limited Company in Bangladesh.

If company (board of directors of the company) wants to increase share or business capital, at this moment company takes a decision to increase share capital by allotting new share for increasing business capital to add new share holder or increase more share within existing Directors or share holders of the company.

Basically, company’s existing share holder can take  a certain amount of shares of the company otherwise outside person may involve to purchase allotting share of this company’s new share for taking  share holder or directorship of the company.

Share Transfer at RJSC

Share transfer is a continuing process of Limited Company. If someone (who is Share holder of the company) wants to transfer his/her share to another person or not wants to stay this company’s Share Holder or Director, he/she may leave his/her share to another person. Basically company’s existing share holder purchase this particular share otherwise outside person may involve as new share holder or director by purchasing of transferring share of this company. For Share Transfer need signature of both Transferee and Transferor in Form-117.

Return Filing Requirements

Annual Return:  Every calendar year must submit company’s annual return to RJSC, an Annual General Meeting must be held. The AGM must be conducted within 18 months of the company date of incorporation, after which no more than 15 months can elapse between one AGM and to the next.

Regular Return: If any change in the board of directors or into the shareholders structure or any other changes, a relevant return must be filed to the RJSC within a certain period of time.   

After receiving Company registration/incorporation certificate at RJSC in Bangladesh, the business is free to begin its activity. In this case, we collect company’s Trade License to start company business for small scale, therefore a newly set up company in Bangladesh can recruit employees might be necessary. For opening import and export business at first we need to collect Export Registration Certificate and Import Registration Certificate for beginning international business with foreign countries. VAT Registration Certificate and TIN Certificate are most useful documents for local & international business and some particular business required of respective ministry permission from the Government.

Please contact our company registration experts in Bangladesh for more information about company incorporation at RJSC and investments procedure in Bangladesh.

Author: Aman123