Start Your Business: A simple guideline to register a company in Bangladesh

The prospect of starting your own business may seem daunting if the procedures are not clear. However, you can learn about all the steps required to begin your journey as an entrepreneur by reading this article. This will serve as a guideline where you can find a comprehensive explanation of the requirements, process, and timeline for company registration in Bangladesh.

Keep in mind:

1. Similar to other jurisdictions, Bangladesh has a set of original and ongoing regulatory compliance requirements for launching and running a business.

2. When thinking about establishing a brand-new company or moving your current company to Bangladesh, remember that the majority of Bangladeshi companies are registered as private limited liability companies (often known as private limited companies).

3. In Bangladesh, a private limited company is a distinct legal entity, and its shareholders are only responsible for the share capital they have personally invested in.

4. The Companies Act of 1994 allows anybody over the age of 18 to register a business in Bangladesh, whether they are a foreign or local company.

Registration process:

In Bangladesh, the process of registering businesses is partially electronic. The Bangladeshi company configuration process involves five distinct steps, which are discussed below.

1. Name clearance

The first step in starting a business in Bangladesh is to get name clearance for the name you want to use. Go to www.roc.gov.bd and create a username first. After that, you can apply for name clearance. After submitting the name-clearing request, you will receive a bank payment slip, and you must transfer Taka 600 to the designated bank using the slip. After making the deposit, you have to go into your account on the RJSC website to receive the name clearance.
To increase your chances of getting the name approved quickly, make sure it is not the same as or too close to any existing local business names, does not violate any trademarks, is not profane or vulgar, and is not already reserved. A name that has been permitted will be held for six months following the date of clearance. By submitting an extension application before the name expires, you can extend it.
Recommendation: use Mozilla Firefox or Google Chrome while accessing the RJSC website. Other browsers might not operate properly.

2. Drafting documents such as AoA and MoA

After obtaining name clearance, you must draft the Association Article (AoA) and Association Memorandum in order to establish a company in Bangladesh (MoA). You must draft these along with other types of documents in order to meet RSJC compliance standards. You should work with reputable advisors/consultants who can identify the key goals of your potential business and create your company memorandums to reflect those goals. Also be aware of your capital requirements down the line, any miscalculations/mistakes are rectifiable but are time consuming.

3. Opening a paid-up account in an investment bank and bringing it in (this is in case the company has any foreign stakeholders)

The next step is to create a bank account in Bangladesh with any authorized bank using the specified business name, provisional AoA, MoA. The bank will open a temporary bank account where the share capital are need to be deposited by the specific shareholders. The bank will issue the Encashment Certificate that RJSC needs to incorporate.

4. Registering the business

The fourth step in the process of starting a business in Bangladesh is to fill out the RJSC website with all the necessary information. Additionally, you must upload Subscriber Page and Form IX. After the process is complete, you will receive a bank payment slip for paying the registration fees and stamp duty.
To enter all the data on the RJSC website, you can read the manual that has been produced by the RJSC.
After making the bank deposit, the process is complete. You must now contact the RJSC in order to follow up and obtain the certificate of incorporation. Authorities from RJSC will examine the documents and data. They will then issue the digitally signed a) Incorporation Certificate, b) MoA, and c) AoA, which will be mailed to your RJSC related email address.
Once these documents are presented to the bank, the temporary account will be closed and a new operational account will be opened by the bank.
If the shareholders or management are of a particular nationality, the incorporation process may occasionally be delayed, however this rarely happens. The authorities may request more information in such circumstances.

5. Requirements after registration

Documents which will be issued by RJSC:
● Incorporation certificate: The company's Certificate of Incorporation will be issued by RJSC. The certificate will include the registration fee, the company name, and the incorporation date.
● Form XII: Director lists are included in Form XII for companies.
● Certified copies of Memorandum of Association and Articles of Association. When your Bangladeshi company is registered, you'll probably require other items, such as
- share certificates for each shareholder
- Shareholders, stocks, managers etc. register
- Company seal
- A rubber stamp for the trade license application
- Tax identification number, Business Identification Number in addition to other licenses
- Following incorporation, you should either own or rent commercial space
Then you must apply for a Trade License, Tax Identification number and Business Identification Number. Depending on how your firm operates, you might need to obtain extra business permits.
Return Filing requirements:
● Annual return: Every calendar year, there must be an annual general meeting. The AGM must be held within 18 months of the company's incorporation, and there can be a maximum of 15 months between each AGM after that.
● Regular return: A corresponding return has to be submitted to RJSC within a certain timeframe for any changes to the board of directors, the shareholding structure, or any other amendment.
You can follow this article and make your checklist, which you can use to track the procedures required to open a business in Bangladesh.

Date: 2023-06-05 10:26:53, | (354 views)

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