Registering a company in Bangladesh requires several legal and procedural steps, including obtaining approvals, filing documentation, and ensuring compliance with regulatory authorities. Below is a step-by-step guide that covers all aspects of company formation, ensuring full compliance with Bangladeshi laws.

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Step 1: Name Clearance from RJSC

Before incorporating a company, you need to reserve a unique company name through the Registrar of Joint Stock Companies and Firms (RJSC).

Procedure:

1. Visit RJSC’s official website: www.roc.gov.bd.
2. Create an account and apply for name clearance by providing:
   • Proposed company name (must be unique).
   • Applicant details (Name, Address, Email, Mobile No.).
   • Payment of BDT 230 as name clearance fee.
3. Once approved, RJSC issues a Name Clearance Certificate, valid for 30 days.

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

Once the name is approved, prepare legal documents necessary for company incorporation.

Documents Required:

1. Memorandum of Association (MoA): Defines company objectives, business activities, and liability of shareholders.
2. Articles of Association (AoA): Sets out internal rules and regulations for company management.
3. Form IX: Consent of the directors to act as directors.
4. Form XII: Details of the company’s first directors.
5. Subscriber Page: Information on shareholders and their shareholding percentage.

Compliance Considerations:

• The business objectives in the MoA should comply with Bangladeshi laws and must be clearly defined.
• At least two directors are required for a Private Limited Company.

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Step 3: Open a Bank Account & Deposit Paid-up Capital

For companies with foreign shareholders, it is mandatory to open a bank account in Bangladesh and deposit the paid-up capital before incorporation.

Procedure:

1. Choose a Bangladeshi commercial bank.
2. Open a temporary corporate bank account under the proposed company name.
3. Foreign investors must remit the paid-up capital into this account.
4. The bank issues a Foreign Inward Remittance Certificate (FIRC) for RJSC.

Compliance Considerations:

• The minimum paid-up capital requirement depends on the business type (No mandatory minimum for local companies).
• For foreign investors, a minimum of USD 100,000 may be required if applying for a work permit.

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Step 4: Online Submission of Incorporation Documents to RJSC

The next step is to submit incorporation documents via RJSC’s online portal.

Procedure:

1. Log in to RJSC’s e-filing system.
2. Upload the required documents (MoA, AoA, Forms IX & XII).
3. Pay the government registration fee (varies based on authorized capital).
4. Submit the application and wait for verification.
5. Once approved, RJSC issues:
   • Certificate of Incorporation (COI)
   • Digital Copies of MoA & AoA
   • Certified Form XII (List of Directors)

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Step 5: Post-Incorporation Compliance & Business Licenses

After registration, several compliance steps must be completed before starting business operations.

1. Obtain a Trade License

• Required from the City Corporation/Municipality where the business operates.
• Valid for one year and must be renewed annually.
• Fee depends on the business type and location.

2. Obtain Taxpayer Identification Number (TIN)

• Apply for a TIN from the National Board of Revenue (NBR) online.
• TIN is required for opening bank accounts, tax filings and official transactions.

3. Obtain Business Identification Number (BIN)

• Apply for a Business Identification Number (BIN) from NBR.

4. Foreign Investment Approvals (if applicable)

• Bangladesh Investment Development Authority (BIDA) Registration: Required for foreign investors.
• Work Permit (for foreign employees): Required from BIDA.

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Step 6: Annual & Ongoing Compliance Requirements

1. Corporate Tax Compliance

• Corporate Tax Rate
• Must file an Annual Income Tax Return with NBR.

2. Annual Return Filing with RJSC

• Submit an Annual Return within 21 days of the Annual General Meeting (AGM).
• File Form XXVI (Director’s Report) annually.

3. Financial Statements Audit

• Private Limited Companies must submit audited financial statements to RJSC.
• Appoint a licensed Chartered Accountant for auditing.

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Conclusion

Registering a company in Bangladesh involves multiple legal steps and compliance requirements. To ensure full compliance:
✔ Obtain name clearance from RJSC.
✔ Prepare and file incorporation documents.
✔ Deposit paid-up capital (for foreign investors).
✔ Register for tax (TIN, BIN).
✔ Obtain a trade license and necessary approvals.
✔ Maintain annual filings and tax compliance.

Would you like assistance in handling company registration and legal compliance? Call us: Cell & WhatsApp # +880 1971686846, Email: shahmdaman@gmail.com