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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.
There are mainly two types of company registration in Bangladesh
- Private limited Company registration in Bangladesh
- Public limited company registration in Bangladesh
- Limited by shares
- 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_1, Form_VI, Form_IX, form_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 |
|
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) |
|
National Board of Revenue (NBR), eTIN | 1 hour |
| VAT (Value Added TaX) |
|
NBR, VAT office north, field office, VAT office East | 5-7 days |
| Membership of chamber of commerce |
|
BGMEA, BKMEA, India Bangladesh, German Bangladesh, Japan Bangladesh chamber of commerce | 7-30 days |
| Export and import (IRC & ERC) | Supporting papers:
|
Chief controller of export & import | 7-10 days |
| Fire License | Supporting papers:
|
Fire service & civil Defense | 7-10 days |
| Factory license | Supporting papers:
|
Ministry of Labor and Employment | 3-5 days |
| BOSTRO ODHIDOPTOR | Supporting papers:
|
Textile mills corporation | 10-20 days |
| PI Visa (Private investor visa) | Supporting papers:
|
Board of Investment, BOI | 10-15 days |
| E visa (employment visa) | Supporting papers:
|
Board of Investment, BOI | 10-15 days |
| Branch office | Supporting papers:
|
Board of Investment, BOI | 30 days(meeting hold once in a month) |
| Office in EPZ(Export processing zone) | Supporting papers:
|
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
