Professional Consulting & Advisory Firm (Company Law & Tax)
This guide will provide you a detailed overview of company registration requirements, procedure, and timeline for registering a private limited company in Bangladesh. Like most other jurisdictions, Bangladesh has a set of initial and ongoing regulatory compliance requirements for starting and operating a company.
When considering the registration of a new company or relocation of your existing company to Bangladesh, note that most Bangladeshi companies are registered as private limited liability companies (commonly known as private limited companies). A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person (foreign or local) above the age of 18 can register a company in Bangladesh.
If you are a foreign investor, we recommend you to read our article on foreign investment. It will help you to understand the legal regime about foreign investment in Bangladesh.
Company Name. A name clearance must be obtained.
Memorandum of Association and Articles of Association. RJSC requires that the object clause in the MoA to be within 400 (Four Hundred) words and 7 (Seven) clauses.
Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
Directors Particulars (including Tax Identification Number)
Registered Address and Singed Form IX and Subscriber Page. Scanned copy in ZIF & PDF will be required.
For foreigners: Copy of passport of shareholder and director.
A private limited company in Bangladesh can have a minimum of 2 (Two) and maximum of 50 shareholders. A director and shareholder can be the same or a different. New shares can be issued or existing shares can be transferred to another person anytime.
The name must be approved (cleared) before incorporation of the company in Bangladesh. The company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA).
Minimum 2 (Two) directors are mandatory can be either local or foreign. Directors must be adult. The law requires that a director must own qualification shares stated in the Articles of Association.
You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain unissued. There is no minimum or maximum limit for authorized capital in Bangladesh.
Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased anytime after the incorporation of the company.
In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box.
You must open a bank account in the name of the proposed company with the name clearance obtained from the (RJSC) i.e. the registrar of companies and bring in the initial paid up capital. This is a mandatory for company incorporation in Bangladesh.
All company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose.
All the director and shareholders can be foreigner.
There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis.
If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit.
Tip: use Internet Explorer and Mozilla Firefox while using the RJSC website. Other browser might not work properly.
Certificate of Incorporation: RJSC will issue a Certificate of Incorporation of the company. The certificate will have the registration number, name of the company and the date of incorporation.
Form XII: (Particular of Directors) Form XII contains the list of directors, Regd. Office name, Date & Regd. Number of the incorporated company.
Certified copies of Memorandum & Articles of Association
After the incorporation, you should buy a commercial space or rent some space in any commercial area.
Then you need to apply for Trade License and Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses.
This step is only applicable if the proposed company has foreign shareholding.
Next, you will have to open a bank account in the proposed company name with any scheduled bank in Bangladesh. After opening the account, you will have to remit money equal to the shares to be owned by the foreign shareholder from outside Bangladesh in the account. The Bank will issue an Encashment Certificate which will be required by RJSC for incorporation.
Annual Return File : Each calendar year, an Annual General Meeting must be held. The AGM must be conducted within 18 (Eighteen) months of company incorporation, after which no more than 15 (Fifteen) months can elapse between one Annual General Meeting (AGM) and the next.
Regular Return: In case of any change in the board of directors or in the shareholding structure or any other change, a relevant return must be filed with the RJSC within a certain period of time.
Any company may, by special resolution and subject to the approval of the Registrar of Joint Stock Companies and Firms, change its name. The change of name will not change any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.
Selection of a name
The availability of the new proposed name should be check on the website of RJSC. If the name is available, a name clearance should be obtained. Please see this guide for obtaining name clearance.
RJSC might reject the proposed name if the name falls under the following categories:
Second Step: Board Meeting
A board meeting should be held to approve the proposed name. In the same meeting, the board should also call an Extra Ordinary General Meeting as the matter requires approval of the shareholders.
Third Step: Extra Ordinary General Meeting
In the general meeting a special resolution should be passed approving the proposed name. A copy of the resolution passed in the meeting must be filed with RJSC within 15 days of such meeting along with Form VIII.
Forth Step: Application to RJSC
An application should be made to the Registrar for his/her approval to the proposed change of name. There is no prescribed form for such application, a simple application on the letterhead of the company is sufficient.
After the Registrar approve the new name, RJSC will issue a new certificate of Incorporation. However the registration number of the company will not change. The new certificate confirms the change of the name.
After RJSC issues the fresh certificate, the change should be noted in the Memorandum and Articles of Association, all documents, letterheads, seal, sign board etc. The change should be noted in the share certificate.
Licenses change name The Company
The company should get licenses, permits etc. amended by changing the new name for the old name therein.
A board meeting should be called and in the meeting, the directors will approve the proposed
alteration and convene an extra ordinary general meeting (EGM). A 21 days’ notice should be
provided for the EGM, unless the shareholders consent to a short notice.
At the EGM, a special resolution approving the alternation should be passed.
Returns of the special resolution should be filed with the RJSC along with Form VIII.
Documents: Notice of the meeting and resolution (both for Board Meeting and EGM) and certified copies of Form VIII.
Amendment Object clause in the Memorandum of Association
Application to the High Court Division
An application should be prepared for filling with the designated Company bench of High Court Division of the Supreme Court of Bangladesh. The application should be supported by an Affidavit. The application should contain the proposed object clause(s), justifying the desired changes sought for in object clauses. It is customary to provide a brief history of the shareholding structure of the company from the inception to the date the filling.
Documents: Application, Certificate of Incorporation and Certified copies of the MoA and AoA, Latest certified copies of Schedule X (Yearly Return) of at least two years and Form XII, Notice and Minutes of EGM, Letter of Authorization (if required).
After filling of the application, the Bench officer will assign a matter number to the application. The matter will appear in the daily cause list of the Court and in time the matter will be heard by the Court. After hearing and upon perusal of documents, the Court may admit the matter. If admitted, the court will direct to publish a legal notice in two daily newspapers in respect of the admitted matter, and to serve a notice to the Registrar of Joint Stock Companies and Firms (RJSC).
Publication of the legal notice and Affidavit of compliance
Pursuant to the order of the Court, legal notice should be published in the designated newspapers and copies of newspaper carrying the advertisement shall be collected.
An affidavit of compliance is required to be submitted to the court along with the copy of the legal notice published earlier on the specified newspaper in time specified by the court. Upon submission of the documents, the case would be appeared on the daily cause list of the court for hearing.
Hearing and Donation
Upon hearing, if the court thinks proper, the court may pass final order. It is customary for the court to require some donation to some charitable orgjanization. The court may fix the donation amount and the charitable organization. After making the payment to the charitable organization and submitting compliance in this regard before the court, the final order will be supplied to the petitioner.
Submission with the RJSC.
The final order of the court is required to be submitted with the RJSC and RJSC will issue the amended MoA and AoA.
Voluntary winding up is usually undertaken by solvent companies, except in the case of creditor’s voluntary winding up. Below we have described the process of voluntary winding up by passing a special resolution.
(a) Trade License
The Companies have to obtain trade license from the relevant City Corporation. The proposed Company is required to file its application at the nearest City Corporation along with relevant documents and appropriate fees.
(b) Tax Identification Number (“TIN”)
A Company has to obtain E-TIN from the recommended website of National Board of Revenue (NBR).
(c) VAT Registration Certificate
The newly incorporated Company has to collect a VAT registration certificate. In this regard, the application has to be made to the National Board of Revenue (NBR).
(d) Fire Certificate
Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.
(e) Environment Clearance Certificate
An environment clearance certificate from the Department of Environment has to be obtained by a company if it’s involved in an industrial project, by executing the prescribed form.
(f) Special Case (Investment in kind, etc.)
The concept of 'investment in kind' is not detailed under Companies Act 1994. However, in practice, significant investment is made by investing in machineries and other equipment in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the following steps are followed while carrying out such investment in kind:
In order to incorporate Liaison Office in Bangladesh prior authorization of BIDA (Bangladesh Investment Development Authority) will be required in order to set up a Liaison office and the outside investor intending to set up a Liaison office is required to submit application in the prescribed form alongside the following documents, which must be attested by the Bangladesh Embassy or High Commission of the country of origin or Apex Chamber of Commerce of the country of origin:
Once the aforementioned documents are submitted to BOI, it takes about 2-3 weeks to get an approval for setting up a Liaison office in Bangladesh.
The cost for opening up a Liaison office is BDT 25,000 and an inward remittance of USD 50,000 needs to be remitted to the local office’s account from the Parent Company.
"Chartered Accountants" an Excellent Choice for Your Business.
Statutory audit of the financial statements of a branch office/liaison office/ private limited company/ public limited company is required as per the provisions laid down in Companies Act 1994. We at RB Associates Firm will serve your purpose and requirement of Chartered Accountancy (CA) firm in Bangladesh. Statutory audit in Bangladesh is done in accordance with Bangladesh Standards on Auditing (BSA) and the auditors report whether the accounts has been prepared in accordance with the Bangladesh Accounting Standards and Bangladesh Financial Reporting Standards (BFRS). Statutory auditors in Bangladesh are the Chartered Accountant firms in Bangladesh. Chartered Accountants in Bangladesh perform functions similar to Certified Public Accountants or Certified General Accountants and are governed by the Institute of Chartered Accountants in Bangladesh.