Company Registration BD with Top Law Firm in BD-2025
How to set up a private limited company in Bangladesh?
Setting up a company in Bangladesh is straightforward for both domestic and international investors. The most common business structure is a private limited company which has liability limited by shares.
What is a Private Limited Company under the Companies Act 1994?
According to the Companies Act 1994, A Private Company is described in subsection 2(q) as a company that through its Articles of Association limits the right to transfer shares, caps membership to 50, and prohibits public invitations to subscribe for shares or debentures of the company.
The Companies Act 1994 describes a company in Bangladesh as having the following features;
| a. It restricts the rights to transfer the shares. b. The minimum number of members is 2 (two); c. The maximum number of members is capped at 50 (fifty), excluding employees of the company; d. It must have at least two directors; e. It prohibits any form of public invitation to apply for shares or debentures of the company; f. It is exempt from holding a statutory meeting or filing a statutory report. |
COMPANY FORMATION STEPS
How to get name clearance from RJSC in Bangladesh?
- Name clearance (NC) is a prerequisite that must be fulfilled before registering a new entity, excluding foreign companies and partnership firms. To register the new entity, the promoters must first secure name clearance before applying.
- Currently, NC can be obtained through the online joint stock portal at roc.gov.bd which provides a streamlined and efficient process.
- Clearance remains valid for ninety (90) days from the date of issuance. [ADDITIONAL STEPS FOR A FOREIGN INVESTED COMPANY: BANK ACCOUNT OPENING, REMITTANCE & OBTAINING ENCASHMENT CERTIFICATE]
What are the steps to register a company in Bangladesh?
After receiving name clearance, the promoters of the new entity may proceed with applying for registration by submitting the required documents, forms, fees, and stamps as allocated for the relevant entity type.
Steps:
a. Prepare Memorandum/Articles of Association and relevant forms/schedules based on the entity type.
b. Pay Stamp Duty (online)
c. Apply for registration online.
d. Pay the registration fees (online)
Documents:
- a. Memorandum & Articles of Association.
- b. Completed Form I: Statement for Registration of Company [Section 25].
- c. Completed Form VI: Notice of Situation of Registered Office and any Change thereof [Section 77].
- d. Completed Form IX: Consent of Director to act [Section 92].
- e. Completed Form X: List of Persons Consenting to be Directors [Section 92].
- f. Completed Form XII: Particulars of the Directors, Manager and Managing Agents and any change therein [Section 115].
- g. Proof of Name Clearance.
How do I get the incorporation certificate for my company in Bangladesh?
The online application will be reviewed by the relevant dealing officer and deputy registrar, after which the company registration will be granted and the certificate with Form XII and MOA AOA shall be emailed.
What licenses are required after company registration in Bangladesh?
|