Procedure of Company Registration in Bangladesh

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PROCEDURE OF
COMPANY REGISTRATION IN BANGLADESH
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OVERVIEW
In Bangladesh, incorporating a business has been
streamlined for foreign investors. Registering a
limited company is ideal for long-term
operations. This guide provides a step-by-step
process for company registration, which can be
completed remotely with the help of lawyers.
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REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS
(RJSC)
Under the Companies Act 1994, the Registrar of
Joint Stock Companies and Firms (RJSC) manages
Bangladesh company registration. The RJSC
oversees company formation and ownership issues.
Promoters should note that, except in rare cases,
Bangladesh allows 100 foreign ownership without
requiring a local joint venture
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OBTAINING NAME CLEARANCE
Promoters must first choose a company name and
apply for name clearance via the RJSC server.
After payment and verification, RJSC issues a
name clearance certificate, essential for further
registration steps. Notably, promoters can
complete the incorporation process remotely
through authorized lawyers or agents in
Bangladesh.
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DRAFTING THE MEMORANDUM AND ARTICLES OF
ASSOCIATION
A solid constitution is essential. The Memorandum
must detail business goals, capital, and
shareholders. Bangladesh requires two
shareholders for private and seven for public
companies. Articles of Association should cover
directors, board powers, and meetings, with
directors holding at least one share.
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OPENING BANK ACCOUNT
After securing name clearance, the proposed
company must open a temporary bank account.
Submit the name clearance documents along with a
copy of the Draft Memorandum and Articles of
Association to the bank. Bank account openings
can be done remotely.
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DEPOSITING FUNDS INTO THE BANK ACCOUNT
Foreign investors must deposit the desired
paid-up capital into the companys bank account,
which will hold the funds. While theres no legal
minimum for setting up a company, a minimum of
USD 100,000 is required for benefits like
appointing foreign employees. After depositing,
obtain an Encashment Certificate from the bank.
This requirement does not apply if all
shareholders are Bangladeshi nationals.
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SUBMISSION OF DIGITAL DOCUMENTS
After receiving the Encashment Certificate,
promoters must upload digital copies of the
Memorandum, Articles, and Directors' Consent
Forms to the RJSC server. Following document
submission, an Electronic Payment Slip will be
generated, and the corresponding amount must be
paid into RJSCs designated bank accounts.
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SUBMISSION OF PHYSICAL DOCUMENTS
After paying the fees as per the Electronic
Payment Slip, affix a non-judicial stamp to the
Memorandum and Articles of Association. Submit
these, along with the Directors' Consent Form
(Form IX), List of Consenting Directors (Form X),
List of Directors and Managing Agents (Form XII),
the original Encashment Certificate, Name
Clearance Document, and the bank-acknowledged
payment slip to the RJSC.
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RECEIVING THE INCORPORATION CERTIFICATE AND
ADDITIONAL DOCUMENTS
Within 3-4 working days of submission, the
company will receive the Incorporation
Certificate, a digital certified copy of the
Memorandum and Articles of Association, and the
List of Directors (Form XII). After receiving
these documents, provide a copy to the bank to
convert the temporary account to a regular
account.
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REGISTERING WITH THE BANGLADESH INVESTMENT
DEVELOPMENT AUTHORITY
The Bangladesh Investment Development Authority
(BIDA) facilitates foreign investments by issuing
work permits, visas, and processing foreign loans
and remittances. It also assists with industrial
plots and utility connections. Industrial
investors should register with BIDA
post-incorporation, while commercial or trading
companies do not need to. Registration takes
about 30 days.
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