Company registration in Bangladesh is a simple process for both local and foreign investors. The most common type of entity is a private limited company having liability limited by shares.
As per section 2(q) of Companies Act 1994, A Private Company is a Company which by its Articles of Association restricts the right of transfer of the share, limits the number of members to fifty and prohibits invitation to the public to subscribe to the shares or debentures of the Company.
The Companies Act 1994 outlines the characteristics of a company in Bangladesh:
a. It restricts the rights to transfer the shares [s. 2(q)];
b. The minimum number of members is 2 (two) [s. 5];
c. The maximum number of the members is 50 (fifty) excluding the persons employed in the Company [s. 2(q)];
d. It must have at least two directors [s. 90 (2)];
e. It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)];
f. It does not have to fulfill the requirement of statutory meeting or statutory report [s.83(12)].
STAGES IN COMPANY FORMATION
– Name Clearance (NC) is a pre-requisite for registration of a new entity (other than Foreign Company and Partnership Firm). The promoters of a new entity need to apply for and get name clearance for the entity prior to applying for registration.
– At present NC can be obtained online using the joint stock website at roc.gov.bd which is a fairly simple process
– The name clearance remains valid for ninety (90) days from the date of issue.
[ADDITIONAL STEPS FOR A FOREIGN INVESTED COMPANY: BANK ACCOUNT OPENING, REMITTANCE AND OBTAINING ENCASHMENT CERTIFICATE]
– The promoters of a new entity (having name clearance) need to apply for registration with necessary documents, prescribed forms & schedules, stamps and fees, as appropriate to the entity type.
a. prepare Memorandum/Articles of Association, forms & schedules etc., as appropriate to the entity type.
b. Pay Stamp Duty (online)
c. submit the registration application online.
d. pay the registration fees (online)
a. Memorandum & Articles of Association.
b. Filled in Form I: Declaration on Registration of Company [Section 25].
c. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
d. Filled in Form IX: Consent of Director to act [Section 92]. e. Filled in Form X: List of Persons Consenting to be Directors [Section 92]
f. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
g. Evidence of Name Clearance.
– After review of online application by concerned dealing officer and deputy registrar, the company registration may be approved and certificate along with Form XII and MOA AOA will be sent by email.
– Apply for and obtain Tax Identification Number (online)
– Apply for and obtain Trade License
– VAT Registration
– Factory License (if needed)
– Fire License (If needed)
– Environmental Clearance (inf needed)
– IRC/ERC (if needed)
– Any other licenses as required depending on business nature