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Limited Company Formation under RJSC Bangladesh

Company Incorporation :

Doing business in Bangladesh can be very rewarding for local people of the country or foreigners. Setting up a company for carrying out a business is the best way forward in opposed to proprietorship or partnership format. The procedure and documentations required for setting up a company in Bangladesh perspective, a private limited company is the best choice for carrying out a business as it provides a number of facilities including tax benefits, legal and easy pathway to raise capital, continuity of a business despite absence of its founder, ease of transfer of shares, limited liability for shareholders, availing certain business discounts which otherwise would not be available to a single consumer, branding of the business name due to availability of patented name facility, ease of carrying out international transactions etc.

A private limited company is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any two persons (foreign or local) and a maximum of 50 members who are not disqualified under any law of Bangladesh can register a private limited company in Bangladesh. Besides the owners can be either individuals or other companies.
There are three distinct steps involved in company setup procedure under the RJSC in Bangladesh:

  1. Name Clearance;
  2. Bank account opening and bringing in the paid up capital; and
  3. Company Registration

Name Clearance: You can obtain a certificate from RJSC by applying online whereby you are ensured that no second company exists with an identical name which you have chosen for your company. You must give three name options just in case your first choice is not available. Be sure that you clearly indicate what your first name choice is, because registrars might pick whatever name they like the best.

Bank Set-up: Opening a bank account in the name of the proposed Company and obtaining Bank Solvency Certificate (as and when needed).

Company Registration: Documents Constituting a Registration Application for a PRIVATE Company (Companies Act, 1994)

  1. Memorandum of Association & Articles, original copy (Format of government prescribed Memorandum of association.
  2. Filled in Form I: Declaration on Registration of Company.
  3. Filled in Form VI: Notice of Situation of Registered Office.
  4. Filled in Form IX: Consent of Director to act .
  5. Filled in Form X: List of Persons Consenting to be Directors.
  6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents.
  7. Evidence of Name Clearance.
  8. Shareholders Particulars (National ID/Passport details)
  9. Directors Particulars (including Tax Identification Number)
  10. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

Duration : Maximum 3 days from the date of submission the RJSC required documents and payment paid slip.

Registration: After receiving all the above documents if the Registrar of RJSC is satisfied he will sign and attest the documents and issue an

  • Certificate of Incorporation which brings the company into existence;
  • MoA and AoA, and
  • Form XII.

Post-Registration Formalities: After registration and obtaining Certificate of Incorporation from RJSC a private limited company can commence its business immediately. However, you would also need to apply for Trade License and Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses as and when needed.