Company registration in Bangladesh
This manual will provide you an in depth review of enterprise registration necessities, system, and timeline for registering a non-public restricted company in Bangladesh. Like maximum different jurisdictions, Bangladesh has a set of preliminary and ongoing regulatory compliance requirements for beginning and working a business enterprise.
When considering the registration of a new enterprise or relocation of your current organization to Bangladesh, be aware that most Bangladeshi agencies are registered as personal confined liability groups (generally referred to as personal constrained agencies). You need to notice that there’s a provision for One Person Company (OPC in brief). However, due to sure regulations, we do now not suggest our clients to form an OPC. A non-public constrained enterprise in Bangladesh is a separate prison entity and shareholders aren’t liable for the corporation’s debts beyond the quantity of percentage capital they’ve contributed. According to the Companies Act 1994, any person (overseas or neighborhood) above the age of 18 can sign up a corporation in Bangladesh.
If you are a foreign investor, we endorse you to examine our article on overseas funding. It will help you to understand the criminal regime approximately foreign funding in Bangladesh.
PRE-REGISTRATION – WHAT YOU NEED TO KNOW
KEY FACTS ABOUT COMPANY FORMATION
Company Name. The name must be accredited (cleared) earlier than incorporation of the enterprise in Bangladesh.
Directors. Minimum two directors are mandatory. Directors can be both nearby or overseas. Directors ought to be as a minimum 18 years of age and need to not be bankrupt or convicted for any malpractice within the beyond. The regulation calls for that a director have to own qualification shares said within the Articles of Association. A shareholder which isn’t a natural person (i.E. A organization) can choose nominee director.
Shareholders. A personal restricted enterprise in Bangladesh could have not less than 2 and maximum of 50 shareholders. A director and shareholder may be the equal or a distinct man or woman. The shareholder may be a person or every other legal entity consisting of any other business enterprise. One hundred% nearby or foreign shareholding is allowed in most sectors. New stocks can be issued or present stocks may be transferred to some other man or woman whenever after the Bangladeshi company has gone thru the incorporation system.
Authorized Capital. You ought to nation the authorized capital within the Memorandum of Association and Articles of Association. It is the most quantity of share capital that the organization is allowed to difficulty (allocate) to shareholders. Part of the legal capital can remain unissued. There isn’t any minimum or maximum limit for authorized capital in Bangladesh.
Paid-up Capital. Minimum paid-up capital for registration of a Bangladeshi organization is Taka 1. Paid-up capital (additionally referred to as proportion capital) can be elevated each time after the incorporation of the organization.
Registered Address. In order to sign up a organization in Bangladesh, you need to offer a neighborhood address because the registered deal with of the organization. The registered deal with need to be a bodily address (may be either a residential or industrial address) and cannot be a P.O. Box.
Memorandum and Articles of Association. The organization to be integrated have to put together a memorandum of association (MoA) and articles of association (AoA).
CONSIDERATIONS FOR FOREIGNERS
Foreigners wishing to open a Bangladesh agency, ought to take into consideration the subsequent points:
You have to open a bank account inside the name of the proposed organization with the call clearance received from the Registrar of Joint Stock Companies and Firms (RJSC) i.E. The registrar of companies and produce within the initial paid up capital. This is a obligatory for enterprise incorporation in Bangladesh.
All enterprise incorporation formalities can be treated with out you having to go to Bangladesh. The simplest exception may be opening a financial institution account, depending upon the bank you pick out.
All the director and shareholders may be foreigner.
There is not any requirement on the way to reap any special Bangladesh visa if you merely need to incorporate a non-public restricted business enterprise but don’t have any plans to relocate to Bangladesh. You are free to perform your corporation from distant places as well as loose to go to Bangladesh on a commercial enterprise visa each time required to attend to employer matters on a short-time period foundation.
If you propose to relocate to Bangladesh to operate your business enterprise, you’re required to obtain a piece permit.
For the motive of organization incorporation in Bangladesh, the subsequent information is required by the agency registrar:
Company Name. A name clearance should be received.
Memorandum of Association and Articles of Association. RJSC requires that the object clause within the MoA to be within four hundred words and seven clauses.
Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
Directors Particulars (consisting of Tax Identification Number)
Singed Form IX and Subscriber Page. Scanned copy in pdf might be required.
For foreigners: Copy of passport of shareholder and director.
Company registration procedure in Bangladesh is in part automated.
There are 3 awesome steps involved inside the Bangladeshi company setup manner: a) Name Clearance; ii) Bank account starting and bringing inside the paid up capital; and in the end b) Company Registration. Step ii is simplest relevant if there is any foreign shareholder in the proposed business enterprise.
STEP 1: NAME CLEARANCE
To set up a Bangladesh business enterprise, your first step might be to attain a name clearance for the proposed employer call. You will need to visit www.Roc.Gov.Bd and create a username first. Then you may be able to follow for name clearance. After you made the application for name clearance, you will get hold of a financial institution price slip and you may ought to pay Taka 600 to the specified financial institution. After making the payment, you will ought to log in in your account at the RJSC internet site and then you will get the name clearance.
You may additionally study this manual prepared by using RJSC for name clearance.
Tip: use Internet Explorer and Mozilla Firefox at the same time as the usage of the RJSC website. Other browser might not paintings properly.
To improve your probabilities of brief call approval, ensure the name:
is not identical or too similar to any current local organization names
does no longer infringe with any logos
is not obscene or vulgar
isn’t always already reserved
An accredited name can be reserved for six months from the date of clearance. You can make bigger the name with the aid of submitting an extension request simply earlier than the expiry date.
STEP 2: BANK ACCOUNT OPENING AND BRINGING IN THE PAID UP CAPITAL
This step is simplest relevant if the proposed company has foreign shareholding.
Next, you’ll ought to open a financial institution account inside the proposed agency name with any scheduled bank in Bangladesh. After opening the account, you’ll need to remit money equal to the stocks to be owned by means of the overseas shareholder from out of doors Bangladesh in the account. The Bank will issue an Encashment Certificate as a way to be required via RJSC for incorporation.
STEP 3: REGISTER COMPANY
The remaining step is to submit all of the required information within the RJSC’s website. Also you will be required to upload Form IX and Subscriber Page. After you end all of the process, you will acquire a financial institution payment slip for paying the registration fees along with stamp responsibility.
You might also read this manual organized by RJSC for submitting all of the records inside the RJSC’s internet site.
After making the fee in the financial institution, you’re finished. Now you’ll need to observe up with the RJSC for obtaining the incorporation certificate. RJSC officials will take a look at the files and facts. If they’re satisfied, they will problem the digitally signed i) Certificate of Incorporation; ii) MoA and AoA; and iii) Form XII. These documents might be mailed in your e-mail deal with related to your RJSC account.
There are cases whilst the incorporation method can get delayed if the shareholders or administrators are of sure nationalities, although this occurs in rare instances most effective. In such cases, the authorities may ask for additional records.
DOCUMENTS ISSUED BY RJSC:
Certificate of Incorporation: RJSC will issue a Certificate of Incorporation of the organization. The certificates may have the registration number, call of the organization and the date of incorporation.
Form XII: Form XII incorporates the list of administrators of the incorporated corporation.
Certified copies of MoA and AoA
Some of the alternative items you will nearly absolutely need upon registration of your Bangladeshi employer consist of:
Share certificate for every of the shareholders.
Register for shareholders, shares, administrators and so forth.
Company seal for the enterprise
A rubber stamp for the organization
APPLYING FOR TRADE LICENSE, TAX IDENTIFICATION NUMBER AND OTHER LICENSES
After the incorporation, you should buy a commercial area or rent a few space in any business vicinity.
Then you want to use for Trade License and Tax Identification Number. Depending on your corporation’s commercial enterprise sports, you can need to achieve extra commercial enterprise licenses.
RETURN FILING REQUIREMENTS
Annual Return: Each calendar year, an Annual General Meeting must be held. The AGM have to be performed within 18 months of organization incorporation, after which no more than 15 months can elapse between one AGM and the next.
Regular Return: In case of any exchange in the board of administrators or within the shareholding structure or every other change, a relevant go back need to be filed with the RJSC inside a positive period of time.
If you need professional assist with corporation incorporation, please contact us.