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Incorporation Certificate

Company Registration in Bangladesh

Company Registration in Bangladesh

The following information will help the foreign entrepreneurs registering a company in Bangladesh. Rules and process of new company registration in Bangladesh as local entrepreneurs and the foreign entrepreneurs are different from each other. Besides, fees, government official additional expenses, time and behavior are not same like local investors. Without government officers, staffs and artificial complexity no one get the licenses or pass the documents to start a business in Bangladesh. Bangladesh is a beautiful country because everything is possible to be done.

<img src="Image/bd_companyreg.png" alt="Company registration in Bangladesh"/>
Company registration in Bangladesh

There are mainly two types of company registration in Bangladesh

  • Private limited Company registration in Bangladesh
  • Public limited company registration in Bangladesh
  1. Limited by shares
  2. Limited by guarantee

Limited liability company registration in Bangladesh

What is private limited Liability company registration in Bangladesh?

  • It is consists by two minimum 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 lieu 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 not required to obtain in case of private limited company registration in Bangladesh
  • Submission of accounts to members are not required as section 191
  • Regulations from section 79 to 87 of schedule 1 on retirement and rotation of directors are not compulsory
  • The activities in sectors where no constraint from government for investment by the foreigners or locals are called private 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 documents are to be filed with the Registrar of Joint Stock Companies And Firms 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 I, VI, IX and XII as

Form_1Form_VIForm_IXform_XII

Some key unknown information to changes in the Memorandum or articles of association as follows:

  • Company name changes: special resolution, permission from RJSC and BOI as section 11 and 88
  • Registered office changes: Ordinary resolution, permission from RJSC, filing up form VI as section 77 (2)
  • Objectives changes: Special resolution, permission from High Court Division as section 12, 15 and 88 of Company Act 1994
  • Capital increase: Ordinary resolution, filling up form IV as section 53, 56
  • Changes in article of association: Special resolution, from RJSC, under section 20, 88 as form VIII

How to register a company in Bangladesh as foreigner

Above information are applicable as question of how to register a company in Bangladesh as foreigner ?

Heading of section 378 to 387, Company Act 1994 are written as:

Section 378: Application of sections 379 to 387 to foreign companies

Section 379: Documents etc to be delivered to Registrar by foreign companies carrying on business in Bangladesh

Section 380: Accounts of foreign company

Section 381: Obligation to state name etc of foreign company

Section 382: Service of foreign company

Section 383: Notice of ceasing place of business of a company

Section 384: Penalties

Section 385: Company’s failure to comply with this part not to affect its liability under contracts

Section 386: Fees for registration of documents under this part

Section 387: Interpretation

Important returns to be file with the Registrar by any company after register a company in Bangladesh as follows:

Section Return Requirement Return forms
36 Annual return Within 21 days of General Meeting Schedule X
56 Increase authorized capital Within 15 days of passing the resolution thereof Form IV
88 Special resolution Within 15 days of passing the resolution thereof Form VIII
151 Return of allotment Within 60 days of allotment Form XV
190 Fining annual accounts Within 30 days of General Meeting Copies thereof

Report and return to be submitted of the companies registered in Bangladesh to RJSC as follows:

Section Particulars Time limits
23 Memorandum and article of association n/a
53 Notice of changes share capital 15 days
56 Notice for increase of share capital 15 days
77 (2) Registered office changes 28 days
85 (1) Notice of General Meeting 14 days
115 Changes directorship 14 days
151 Allotment of cash (public limited company) 60 days
210 Appointment of auditors 7 days

Information of company registration in Bangladesh as public limited company:

Public limited company registration 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 offering:

  • 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 restriction of appointment of the directors in Bangladesh in case of public limited companies as follows:

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

 

Time line of company registration in Bangladesh as foreigner

License Particular Authority Time Line
Incorporation
  • MoA & AoA with director’s information,
  • encashment and forms.
  • 3 certified copies are supplied from RJSC Incorporation
  • particular of directors (form XII) and MoA & AoA
Registrar of Joint Stock Companies And Firms-RJSC, 3-5 days
Trade License Trade license is must to start business in Bangladesh; City corporation north, City corporation south, Union Porishad 3 days
Tax Identification Number  (TIN)
  • TIN is optional for the foreign directors.
  • TIN is requiring doc to register a company in Bangladesh.
  • Original passport should provide before officer to be seen and authentication.
National Board of Revenue (NBR), eTIN 1 hour
VAT (Value Added TaX)
  • Regional office of VAT serves within its jurisdiction.
  • RJSC certified copies, TIN, trade license,
  • bank solvency certificate
  • rental agreement copies are supporting documents to apply for VAT license.
NBR, VAT office north, field office, VAT office East 5-7 days
Membership of chamber of commerce
  • Generally export, import license holders and manufacturing industry apply to obtain certificate
BGMEA, BKMEA, India Bangladesh, German Bangladesh, Japan Bangladesh chamber of commerce 7-30 days
Export and import (IRC & ERC) Supporting papers:

  1. Trade license, Chamber certificate, TIN,
  2. Bank solvency, rental agreement,
  3. employment list, Passport, Photo
  4. main application form, RJSC certified copies
  5. undertaking, Bank deposit Chalan (government fees).
Chief controller of export & import 7-10 days
Fire License Supporting papers:

  1. Approved building layout plan, bank draft
  2. trade license, RJSC certified copies
  3. Instrument purchase list, machinery list
Fire service & civil Defense 7-10 days
Factory license Supporting papers:

  1. Fire license, Trade license, Building outlet plan
  2. agreement of rent, photo, application
  3. bank draft, RJSC certified copies
  4. list of man power & machinery.
Ministry of Labor and Employment 3-5 days
BOSTRO ODHIDOPTOR Supporting papers:

  1. Fire license & Trade license
  2. Building outlet plan
  3. agreement of rent
  4. application, bank draft of taka 5000
  5. RJSC certified copies, list of man power
  6. machinery list, equipment or machine purchase loan sanction letter.
Textile mills corporation 10-20 days
PI Visa (Private investor visa) Supporting papers:

  1. Passport, photo, encashment certificate of US$ 50,000,
  2. RJSC certified copies,
  3. Board meeting minutes & news paper advertisement
Board of Investment, BOI 10-15 days
E visa (employment visa) Supporting papers:

  1. Employment appointment
  2. Board Meeting
  3. Photo, Man power list
  4. Daily news paper advertisement
  5. US$ 50,000 bank certificate & previous service history
Board of Investment, BOI 10-15 days
Branch office Supporting papers:

  1. Application form, man power list
  2. audit copy of parent company
  3. board meeting minutes
  4. business activities
  5. photos, address rental deed
  6. appointment letter of local expert/ consultant/ lawyer
Board of Investment, BOI 30 days(meeting hold once in a month)
Office in EPZ(Export processing zone) Supporting papers:

  1. Application form, man power list,
  2. audit copy of parent company
  3. board meeting minutes
  4. business activities
  5. photos
  6. address & rental deed
  7. appointment letter of local expert/ consultant/ lawyer
Bangladesh export processing zone authority- EPZA 20-30 days
What is expected cost to complete company registration in Bangladesh?

⇒Category A: US$ 1799 (Service and small companies)

Services cover:

♣Company Incorporation Certificate, Form XII, MoA, AoA

♣Trade License from concern department

♣Income Tax Certificate

♣Bank account opening

♣VAT license

⇒Category B: US$ 2999 (Small and medium enterprises)

Services cover:

♣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

⇒Category C: US$ 6000 Plus (Big industries including factory setup, visa and work permit)

Services cover:

♣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

What is expected time to complete company registration in Bangladesh?

Category A: 20-30 days

Category B: 45-60 days

Category C: 3-4 months

Email: contact@sfconsultingbd.com

Direct cell: +8801790220728 (Viber, WhatsApp), +601131234372

“Only foreign calls are received”

Registered office: Mirpur-1, Dhaka, Bangladesh

 

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