Registration/Incorporation of Public Limited Companies in Bangladesh:
A Public Company, as defined by the Companies Act of 1994, is a company that can be formed by at least seven members who are open to the public. According to the Company Act of 1994, a Public Limited Company is a company that can be formed by at least seven public members. In order to issue shares, a Public Limited Company must register its name as a member of a stock exchange. To begin operations, a company must issue a certain number of shares to the public.
How Do I Form a Limited Liability Company in Bangladesh?
The Companies Act of 1994 does not provide a step-by-step guide for incorporating a company, but rather addresses the statutory requirements for company formation. It is the responsibility of the RJSC, the governing body, which provides comprehensive instructions on its website for establishing a company, from name clearance to incorporation.
How to Incorporate a Public Limited
Public Limited Company in Bangladesh: A Step-by-Step Guide
Listed below are the steps for registering a Public Company in Bangladesh:
STEP 1: OBTAIN NAME CLEARANCE LETTER
Application for name clearance with the following information to RJSC:
a) Application Form; b) Name Suggestion
STEP 2: DOCUMENTATION
a) Drafting of the Memorandum of Articles, Articles of Incorporation, and other necessary documents,
b) Board of Directors’ decision to establish a new company in Bangladesh;
c) Obtaining and completing the following forms for the Company’s registration with RJSC:
Form I: Declaration on Company Registration;
Form VI: Notice of registered office location;
Form IX: Director’s authorization to act;
Form X: List of individuals who consent to serve as directors;
Form XII: Director, manager, and managing agent information.
STEP 3: FORMALITIES RELATED WITH BANK ACCOUNT
a. Directors shall open a temporary bank account in the name of the proposed Company with any scheduled bank, subject to the condition that the account shall be regularized once the Company has been duly registered with Company House;
b. Contribution of capital to the bank account.
c. A certificate from the bank stating that the required amount for capital contribution has been deposited into the temporary bank account of the proposed organization.
STEP 4: SUBMISSION OF DOCUMENTS TO RJSC
Application to RJSC accompanied by the executed documents listed above.
Post-registration requirements for a public limited company with shares
(a) Trade License
The Companies must acquire a business license from the applicable City Corporation. The proposed company is required to submit its application along with relevant documents and fees to the nearest City Corporation.
(b) Taxpayer Identification Number
E-TIN must be obtained from the website recommended by the National Board of Revenue (NBR).
(c) VAT Registration Certificate
The newly formed company is required to obtain a VAT registration certificate. This application must be submitted to the National Board of Revenue (NBR).
(d) Fire Certificate
Bangladesh Fire Service and Civil Defense Authority provides the fire certificate.
(e) Environment Clearance Certificate
A company engaged in an industrial project must obtain an environmental clearance certificate from the Department of Environment by completing the prescribed form.
Special Case (Investment in kind, etc.)
The term “investment in kind” is not defined in the Companies Act of 1994. In practice, however, a shareholder or proposed shareholder in a Bangladesh-incorporated company makes significant investments by purchasing machinery and other equipment for the company. Despite the fact that CA 1994 does not regulate the procedure, the following steps are taken when making such an investment in kind:
The relevant company must be properly registered with RJSC, the relevant investors must fill out the relevant Form(s), the relevant investors must have a vendors’ agreement between them, and the relevant Form(s) and vendors’ agreement must be submitted to RJSC.
The RJSC will then record the investment and monitor its compliance with the correct procedure.
How long is necessary for incorporation for a Public Limited Company in Bangladesh?
After the aforementioned requirements have been met, RJSC typically issues the certificate of incorporation (Company registration certificate) within 6 to 8 business days. From the date on which all documents are submitted to RJSC, company registration typically takes 1-2 weeks.
Once the name clearance has been obtained, it is valid for six months. Typically, it takes three business days to obtain a name clearance. After obtaining the Name Clearance certificate, the initial paid-up capital must be transferred from the shareholders’ account to a bank account. If there is any foreign investment, the paid-up capital amount must be remitted through the newly opened bank account in accordance with the correct procedure.
Fees associated with incorporation for a Public Limited Company in Bangladesh
The registration fees for a company are dependent on the amount of authorized capital. Government fees for the issuance of a Certificate of Incorporation amount to BDT 1,000.
HOW CAN TRR HELP
- Application for name clearance to RJSC along with the Application Form and Proposed Name
- Drafting of Memorandum of Articles
- Drafting Articles of Association and other required documents
- Directors’ resolution to open a new Company in Bangladesh
Obtaining and filling up the following forms for registration of the Company to RJSC:
- Form I: Declaration on registration of Company
- Form VI: Notice of situation of registered office
- Form IX: Consent of director to act
- Form X: List of persons consenting to be directors
- Form XII: Particulars of the directors, manager and managing agents.
- Trade License for Public Limited Company
- Taxpayer’s Identification Number (TIN)
- VAT Registration Certificate/BIN (Business Identification Number)
According to the Company Act of 1994, a Public Limited Company is a company that can be formed by at least seven public members. In order to issue shares, a Public Limited Company must register its name as a member of a stock exchange. To begin operations, a company must issue a certain number of shares to the public.
Types of Companies in Bangladesh
There are six ways of doing business in Bangladesh:
- Public Limited Company
- Private Limited company
- Branch office
- Liaison Office
- Partnership Business in Bangladesh
In general, these five types of business entities can be found in Bangladesh. Around 65 percent of businesses are run on a sole proprietorship basis.
The legal team of TRR, The Law Firm in Bangladesh. The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company in Bangladesh . For queries or legal assistance, please reach us at:
Address: House 410, Road 29, Mohakhali DOHS