Step-by-Step Guide to Register a Limited Company in Bangladesh in 3 days

by | Oct 21, 2024 | Business Insights

Learn how to register a limited company in Bangladesh with this comprehensive guide. From name clearance to RJSC filing, our step-by-step process will walk you through every phase.

Introduction:

Starting a business in Bangladesh requires you to follow certain legal procedures, especially when registering a limited company. Whether you’re a local entrepreneur or a foreign investor, understanding these steps is crucial to ensure compliance with the laws set by the Registrar of Joint Stock Companies and Firms (RJSC).

In this guide, we’ll provide a step-by-step breakdown of how to register a limited company in Bangladesh.

Step 1: Name Clearance from RJSC

Before you can register your limited company, you need to secure a unique company name.

  1. Visit the RJSC website (www.roc.gov.bd).
  2. Create an account and apply for name clearance.
  3. Pay a fee of BDT 200 for the application.
  4. Ensure that the proposed name is:
    • Not identical to any existing company.
    • Doesn’t infringe on trademarks.
    • Clear of obscene or vulgar language.
  5. Once approved, the name will be reserved for 90 days, during which you must complete the registration process.

Step 2: Drafting the Memorandum and Articles of Association (MoA & AoA)

Once the name is cleared, the next step is to draft the Memorandum of Association (MoA) and Articles of Association (AoA). These documents are crucial for defining the purpose and structure of your company.

  • Memorandum of Association (MoA): Outlines the primary business objectives of your company.
  • Articles of Association (AoA): Governs internal operations, rights, and responsibilities of directors and shareholders.

Make sure to include:

  • Shareholder details (name, address, national ID/passport).
  • Company’s registered office address.
  • Details of the directors and managing personnel.

Step 3: Open a Bank Account and Deposit Initial Capital

Before you can proceed with registration, you need to open a bank account in the proposed company’s name. This bank account will be used to deposit the initial paid-up capital.

  • Visit a bank in Bangladesh with your name clearance approval.
  • Open an account under the company’s name.
  • Deposit the required paid-up capital (the amount depends on your business type).
  • Obtain an Encashment Certificate from the bank, confirming the deposit of capital.

Step 4: Submit Documents to RJSC for Registration

How to register a limited company in Bangladesh? Once the bank account is set up and the initial capital deposited, you’re ready to submit all documents to the RJSC for registration. This is the most critical step in the process.

Documents required for company registration:

  1. Name Clearance Certificate.
  2. Memorandum of Association (MoA) and Articles of Association (AoA).
  3. Encashment Certificate from the bank.
  4. Shareholders’ particulars (ID/Passport, signatures).
  5. Directors’ particulars (including Form IX for director appointments).
  6. Form XII: Annual return form detailing the company’s financial status.

You will need to pay the applicable government fees at this stage. Once submitted, RJSC will review your application, and if everything is in order, your company will be officially incorporated.

Step 5: Obtain the Certificate of Incorporation

Once your registration is approved, RJSC will issue a Certificate of Incorporation, officially confirming that your company is registered. This document includes:

  • Your company registration number.
  • Date of incorporation.
  • The company’s legal status.

At this point, your company is now legally recognized in Bangladesh.

Step 6: Post-Incorporation Compliance

After registering your company, there are several post-incorporation formalities you must follow:

  1. Trade License: Apply for a trade license from the City Corporation where your business is located. This is mandatory for operating any business in Bangladesh.
  2. Tax Identification Number (TIN): Register your company for a TIN with the National Board of Revenue (NBR) to ensure compliance with tax laws.
  3. VAT Registration: If your business meets the VAT threshold, register for VAT to ensure proper tax reporting.

Step 7: Additional Considerations for Foreign Investors

If your limited company includes foreign shareholders, there are a few additional steps:

  • Board of Investment (BOI) approval is required for certain industries.
  • A business visa may be necessary for foreign directors, and you may need to secure work permits for expatriates working in the company.
  • Foreign investors must inject at least USD 50,000 into the company’s capital to obtain a work permit.

Conclusion:

By following these steps, you can successfully register your limited company in Bangladesh and ensure it operates legally and efficiently. Whether you’re starting a local business or setting up operations as a foreign investor, understanding the registration process is the first step toward success.

If you need professional help with the registration process, BreakBite eBusiness is here to assist you every step of the way, from name clearance to post-registration compliance.

Call to Action:

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