Steps to incorporate your business in Bangladesh
THE PROCESS OF FORMING A BUSINESS IS KNOWN AS INCORPORATION AND WE WILL DISCUSS HOW YOU CAN FORM YOUR COMPANY IN BANGLADESH.
This article will offer you a comprehensive understanding of the requirements, method, and timeline for registering a business in Bangladesh, or how to start a business in Bangladesh. To start and maintain a business, Bangladesh, like most other jurisdictions, has a set of unique and ongoing regulatory compliance requirements.
When starting a new business or transferring an existing one to Bangladesh, keep in mind that most Bangladeshi firms are registered as private limited liability corporations (also known as private limited companies). In Bangladesh, a private limited company is a separate legal entity, and stockholders are only accountable for the amount of share capital they contributed to the firm. The Companies Act of 1994 allows any anyone (foreign or local) above the age of 18 to register a business in Bangladesh.
THE REGISTRATION PROCEDURE:
In Bangladesh, company registration is partially automated. The process of forming a corporation in Bangladesh consists of five steps:
- a) Clearance of names;
- a) Document Preparation (AoA, MoA),
- c) establishing and funding a fully funded investment bank account;
- c) business registration, and finally
- d) The formalities that follow registration.
In-depth steps for forming a company in Bangladesh:
- NAME CLEARANCE:
The first step in starting a business in Bangladesh is to get a name approval for the business name you want to use. To get started, go to www.roc.gov.bd and create a username. Then you can apply for your name to be cleared. After submitting the name clearing request, you will be sent a bank payment slip and will be need to pay Taka 600 to the designated bank. You’ll need to sign into your account on the RJSC website after making the deposit and then you’ll get the name clearance.
From the date of approval, an authorized name will be held for 6 months. By filing an extension application soon before the expiration date, you can prolong the name. Make sure the name is not too close or identical to any existing local business names that are not trademarked.
- DRAFTING DOCUMENTS
After obtaining a business name in Bangladesh, you must prepare the Association Article (AoA) and Association Memorandum (MoA). As part of the RSJC compliance criteria, you must write them with other kinds. A skilled lawyer should handle this part of drafting.
- OPENING AND BRINGING IN THE PAID-UP INVESTMENT BANK ACCOUNT
This step is only necessary if the recommended company owns foreign stock. The next step is to create a bank account in Bangladesh under the specified business name with any scheduled bank. After opening the account to be held by a foreign shareholder from outside of Bangladesh, you must remit cash equal to the shares in the account. The bank will provide an Encashment Certificate, which RJSC will need to integrate.
- DOCUMENTS MUST BE SUBMITTED TO THE RJSC FOR REGISTRATION
The fourth stage in the process of starting a business in Bangladesh is to fill out the RJSC website with all of the necessary information. In addition, you’ll need to upload Form IX and the Subscriber Page. After you’ve completed the full process, you’ll be given a bank payment slip to pay the registration fees and stamp duty.
You can use this RJSC-prepared instructions to submit all of your data to the RJSC’s website.
After you’ve made the bank deposit, you’re finished. You must now contact the RJSC to get the certificate of incorporation. RJSC officials will examine the papers and data. They will provide the digitally signed I Incorporation Certificate, (ii) MoA and AoA, and (iii) Form XII if they are pleased. These materials will be sent to the email address associated with your RJSC account.
In certain situations, the incorporation procedure might be delayed if the shareholders or management are of a specific nationality, however this is an uncommon occurrence. Authorities may request extra information in such circumstances.
Formalities Following Registration
- Certificate of Incorporation: The company’s Certificate of Incorporation will be issued by RJSC. The sum of the registration, the business name, and the date of incorporation will all be shown on the certificate.
- XII Form: The company’s board of directors is listed on Form XII.
- Certified copy of the Memorandum and Articles of Incorporation.
- When your Bangladeshi business is registered, you’ll probably require share certificates for each shareholder, among other things.
- Shareholders, stocks, and management, among other things, are listed.
- Seal of the company
- Applying for trade license tax identification number and other licenses using a rubber stamp
- Following incorporation, you should either buy a business room or lease a space in a business room.
- A similar return must be presented to the RJSC within a stipulated period in the case of any change in the board of directors, the ownership structure, or any other change.
Then you must apply for a Trade License and Tax Identification number. Depending on your firm’s activity, you may need to get additional corporate permissions.
REQUIREMENTS FOR FILING RETURNS
Return on investment: Every calendar year, an annual general meeting is required. The AGM must take place within 18 months of the company’s establishment, and no more than 15 months must pass between AGMs after that.