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Company Registration in Bangladesh for Foreigner

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Company registration process in Bangladesh for foreigners
Company registration in Bangladesh

The following information will clear foreigners about limited company registration in Bangladesh. Company registration process is different than local to foreigner. Besides, all fees including under table money are not same for local and foreigner. Government officers and staffs create artificial complexity to get delay the business licenses. Bangladesh is a beautiful country for business as everything is possible to manage.

There is some type of companies register in Bangladesh

  • Private limited company
  • Company limited by shares
  • Company limited by guarantee
  • Public limited company
  • Branch office of foreign company

Require documents to start company registration for foreigner

Private limited company can form as subsidiary of parent company. Shares of company will hold by another company instead of person.

  • Passport copies of shareholders
  • Signature of board meeting resolution
  • Share proportion
  • Shareholding position
  • Bank authority
  • Encashment copy from concern bank
  • Passport size photograph
  • Signature of share subscription
  • Signature of form VI, IX, XII
  • Authorization letter to receive bank copy

Require license and permission to start business fully in Bangladesh

  • Company Incorporation
  • Trade License
  • Tax Certificate
  • VAT Certificate
  • Membership from Chamber
  • Import and Export (f need)
  • Factory Plan (if need)
  • Fire (if need)
  • Manpower (if need)
  • Concern department (need)
  • BOI/ EPZA

Time line of company registration in Bangladesh as foreigner

License ParticularsTime Line
Incorporation

MoA, AoA and Forms7 Days
Trade LicenseTrade License Copy with Photo5-7 Days
Tax Identification Number  (TIN)TIN is must for all companies1 Day
VATVAT is must for all companies7 Days
Membership from ChamberAll Export and Import Companies3-7 Days
Import and Export License (IRC , ERC)Only for Export and Import Companies7-10 Days
Fire LicenseFor All Factory and corporate7-10 Days
Factory licenseManpower approval3-5 Days
BOSTROFor cloth factory business7-10 Days
Branch OfficeBranch permission for 2-5 years30 Days
BEPZABranch open permission for 3-5 years30 Days

Contents

  • 1 Company registration fees in Bangladesh
    • 1.1 Supporting papers of company formation
    • 1.2 Limited liability company registration in Bangladesh
    • 1.3 How to register a company in Bangladesh as foreigner
    • 1.4 Post Company Formation in Bangladesh
      • 1.4.1 Public Limited Company Formation in Bangladesh

Company registration fees in Bangladesh

Fees as nature of BusinessCategoryFees
Service and general tradingATaka 120000
Relating to export and importBTaka 250000
Relating to export, import and manufactureCTaka 400000
Branch, Representative Office OpenDTaka 80000
Employment and investor visaETaka 200000

Note: Contact higher authority for any discount.

Company registration service in Bangladesh

Company registration category in Bangladesh
Company registration service in Bangladesh

As Category A

  • Company Incorporation Certificate, Form XII, MoA, AoA
  • Trade License from concern department
  • Income Tax Certificate
  • Bank account opening
  • VAT license

As Category B

  • Company Incorporation Certificate, Form XII, MoA, AoA
  • Trade License from concern department
  • Income Tax Certificate
  • Bank account opening
  • VAT license
  • Export/ import license from government office
  • Membership from chamber of commerce

As Category C

  • Company Incorporation Certificate, Form XII, MoA, AoA
  • Trade License from concern department
  • Income Tax Certificate
  • Bank account opening
  • VAT license
  • Export/ import license from government office
  • Membership from chamber of commerce
  • Factory setup licensing
  • Building plan pass
  • Fire license
  • Any other permission from concern Ministry
  • PI visa and work permit from BOI/ BEPZA
  • Factory/ office setup in Tax Free Zone Area

As Category D

  • Application form fill up
  • Prepare supporting papers
  • Pay Challan to government bank
  • Liaison with BOI/ BEPZA
  • Collect permission letter for 2-5 years

As Category E

  • Fill up application form
  • Publish job advertisement
  • Prepare documents
  • Submit all papers to BOI and Home Ministry
  • Liaison with BOI and BEPZA
  • Collect work permit letter

Authority of license and business permission

  • Company registration in Bangladesh
    Company registration steps in Bangladesh
CategoryAuthority of license and business permission
ARJSC, City Corporation, NBR
BRJSC, City Corporation, NBR, Chamber, Trade Ministry
CRJSC, City Corporation, NRB, Chamber, Trade Ministry, Fire, Man Power, Ministry, BOI/ BIDA
DBOI / BEPZA
EBOI/ BEPZA, Ministry

Supporting papers of company formation

RJSC-Company Incorporation

  • MoA & AoA with director’s particulars.
  • Encashment from bank.
  • Signature on forms.
  • Photograph along with MoA subscription

Trade License- City Corporation

  • Prescribe form with signature of applicant
  • 3 copies color photograph of applicant
  • Mention business objectives
  • Tenancy agreement

Company TIN

  • TIN is optional for the foreign directors.
  • Original passport should provide before officer.
  • Company incorporation and forms copies.
  • Mobile number and address.

VAT License

  • Regional office of VAT serves within its jurisdiction.
  • RJSC certified copies
  • TIN
  • Trade license
  • Bank solvency certificate
  • Rental agreement copies

Membership of Chamber

  • Fill up prescribe form
  • Directors detail
  • Company and directors contact
  • Subscription fee
  • Nature of business
  • Expected turn over
  • Source of fund

IRC and ERC

  • Trade license
  • Chamber certificate
  • TIN
  • Bank solvency
  • Rental agreement
  • Employment list
  • Passport
  • Fill up application form
  • RJSC certified copies
  • Undertaking
  • Bank deposit Chalan (government fees).

Fire License

  • Approved building layout plan
  • Bank draft
  • Trade license
  • RJSC certified copies
  • Instrument purchase list
  • Machinery list

Factory License

  • Fire license
  • Trade license
  • Building outlet
  • Plan copy
  • Agreement of rent
  • Photo
  • Application bank draft
  • RJSC certified copies
  • List of man power & machinery.

BOSTRO (Cloth Department)

  • Fire & Trade license
  • Building outlet plan
  • Agreement of rent
  • Application
  • Bank draft of taka 5000
  • RJSC certified copies
  • List of man power
  • Machinery list
  • Equipment or machine purchase loan sanction letter

Private Investor Visa

  • Passport
  • Photo
  • Encashment certificate of US$ 50,000
  • RJSC certified copies
  • Board meeting minutes
  • News paper advertisement

Employment visa

  • Employment appointment
  • Board Meeting
  • Photo
  • Man power list
  • Daily news paper advertisement
  • US$ 50,000 bank certificate
  • And previous service history

Branch and Representative office

  • Application form
  • Man power list
  • Audit copy of parent company
  • Board meeting minutes
  • Business activities
  • Photos
  • Address and rental deed
  • Appointment letter of local expert/ consultant/ lawyer

Limited liability company registration in Bangladesh

LLC registration in Bangladesh
Limited Liability company registration in Bangladesh

Ins and Outs of private limited Liability company registration in Bangladesh

  • It is consists by at least two persons (or directors)
  • Statutory meeting and report are not applicable as section 83, Act 1994.
  • Retirement provisions are not applicable as section 91 (b).
  • Filing a statutory in stead of prospectus is not required as section 141.
  • No restriction for allotment of shares as section 148 of Company Act 1994.
  • Certificate of commencement is no need to form private limited company registration.
  • Submission of accounts to members are not required as section 191.
  • As Regulations of section 79-87, retirement and rotation of directors are not compulsory.
  • No issue to invest in Bangladesh from local and foreign investors in any sectors.
  • Prohibits any invitation to the public to subscribe for shares or debentures.
  • Limits it’s number of members up to 50 excluding persons who are employees of the company.

The following RJSC documents are to be filed with requisite fees:

  • Memorandum and article of association as section 5, 6, 17 & 18 of Company Act, 1994.
  • List of the directors as section 92 (1).
  • Contract of the directors to take qualification of the shares as section 92 (1)(b).
  • Address and personal information of the directors.
  • Encashment certificate in favor of purchasing qualification of shares.
  • Calculation of government fees may visit
  • Filling up Form_1, Form_VI, Form_IX, form_XII

How to change objectives and articles

Changes objectives and Articles Board Resolution and ActAuthority
Company name changesSpecial Board resolution, as section 11 and 88RJSC and BOI
Registered office changes Ordinary Board Resolution, form VI as section 77 (2)RJSC
Objectives changes Special Board Resolution, section 12, 15 and 88High Court
Capital increaseOrdinary Board Resolution, form IV as section 53, 56RJSC
Changes in article of associationSpecial resolution, section 20, 88 as form VIIIRJSC

How to register a company in Bangladesh as foreigner

SectionParticularsApplicable
378 Application of sections 379 to 387 Foreign companies
379 Documents etc deliver to RegistrarForeign companies
380 AccountsForeign company
381 Obligation to state name etcForeign company
382 ServiceForeign company
383 Notice of ceasing placeBusiness of a company
384PenaltiesCompany
385 Company’s failure to complyLiability under contracts
386 Fees for registration of documentsCompany

Post Company Formation in Bangladesh

SectionReturn and FormsRequirement
36Annual Return, Schedule X Within 21 days of General Meeting
56Increase authorized capital, Form IVWithin 15 days of passing the resolution thereof
88Special Resolution, Form VIIIWithin 15 days of passing the resolution thereof
151Return of Allotment, Form XVWithin 60 days of allotment
190Fining annual accounts Within 30 days of General Meeting

Return submission time limit to RJSC

SectionParticularTime Limit
23 Memorandum and article of associationN/A
53 Notice of changes share capital15 Days
56 Notice for increase of share capital15 Days
77 (2) Registered office changes28 Days
85 (1) Notice of General Meeting14 Days
115 Changes directorship14 Days
151 Allotment of cash (public limited company)60 Days
110 Appointment of auditors7 Days

Public Limited Company Formation in Bangladesh

Limited company formation in Bangladesh
Company formation in Bangladesh

Public limited company capital can be raised taka 20 lac without prior approval. Corporate shares are controlled by SEC, Security of Exchange Commission. A private company cannot make public offering.  A public limited company whose capital amounts of Taka 5 millions must obtain permission from SEC . It is not compulsory of foreign owned company of public offering if capital exceed more than 5 millions. Minimum 5 directors shall be containing for public limited company with one independent director. Formalities of public companies are:-

  • Draft of prospectus
  • Sanctioning of capital from SEC
  • Approve of capital from SEC, Security of Exchange Commission
  • Filing prospectus to RJSC
  • Underwriting agreement with under writers
  • Arrangement of bankers and bankers to the issue
  • Listing with stock exchanges
  • Publication of prospectus
  • Data entry and summation of application
  • Board meeting for consideration of allotment
  • Allotment under SEC guide line
  • Refund of excess subscription
  • Return of allotment submission with RJSC
  • Share certificate are to be issues to the share holders within timeline.

Conditions and restrictions to appoint director of public limited company registration in Bangladesh:-

SectionParticular
90 Directors are obligatory
91 About appointment of directors
92 (1) A consent of writing by person to act as director must be files to the registrar
92 (2) Who has consented to take qualification of shares
93 (2) Directors to be files to Registrar with 30 days of appointment
109 and 110 Restriction of appointment of Managing Director
115 (2)A return to be files to registrar within 14 days of appointment of directors

Contact: Mr. Jahid Hasan: +8801319340140 (Only WhatsApp call and message), Address: Mirpur, Dhaka, Bangladesh

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Md Forhad Hossain
Managing Director
(BA-Hons, MBA, LL.B, LL.M)
Feel free to contact me for any service related issue

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Hani
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