To establish a company in
Bangladesh, the promoters must
register with the Registrar of Joint
Companies & Firms (RJSC&F).
The following documents must
be registered:
• Name Clearance: this involves submitting an application to the office of RJSC&F through the website alongside the applicable fees. The name cannot match or closely resemble any other name already taken
• Memorandum and Articles of Association: the Memorandum and Articles of Association must be prepared and submitted, alongside a scanned copy of the encashment certificate received from a local bank. A registration fee must also be paid to the designated bank
• Registration: the promoters of the new entity (having name clearance) apply for registration with necessary documents, prescribed forms & fees as appropriate to the type of entity with the office of the RJSC&F.
• Certificate of Incorporation: RJSC&F issues a Certificate of Incorporation upon satisfaction that the promoters submitted the above mentioned documents properly.
Following registration, companies must also obtain the following before commencing business:
• Trade License from City Corporation/Municipality/ Union Council (Local Government Bodies)
• Taxpayer’s Identification Number (Twelve Digit TIN)
• VAT Registration (in the cases where applicable) • Import Registration Certificate (in the case of business related to import)
• Export Registration Certificate (in the case of business related to export)
• License/Permission from the authorities according to the nature of business/profession
• Bank account
• Membership of trade body
Foreign investors will also need to register with the Board of Investment. This comprises submitting an application form, alongside the MOA/AOA, attested copies of deed/documents in support of project land, background of the promoters, a project profile (if the total project cost exceeds BDT100 million) and a fee. Further information may also be required if the project is financed by a loan.
After receiving the application duly filled in, signed and with the required documents enclosed, the BOI reviews the application and, if found suitable, the registration certificate is issued. BOI registration makes the industrial unit eligible for all the incentives and facilities provided by the Government of Bangladesh.
Capital requirement
Companies do not have any minimum capital requirements unless they appoint expatriates as employees. In this case, the minimum capital requirement is USD 50,000.
Constitution
The constitution of the company is set out in the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA states the name of the company, whether it is public, private or limited and the location of the registered office.
The MOA should clearly spell out the main objectives, the authorised capital, the divisions of this capital into shares of fixed amount and liability of its members. The AOA are the regulations governing the internal management of the affairs of the company and the conduct of its business. These articles are subordinate to and controlled by the MOA.
Management
The business of a company is managed by the Board of Directors. The company may appoint or employ any individual as its Managing Director for a term not exceeding five years at a time. The business and all other affairs of the company are managed by the Managing Director who is in turn supervised by the Board of Directors. The Board of Directors may elect a Chairman and decide his/her tenure of service and his/ her function. The Chairman shall preside all the meetings of the Board of Directors and other meeting(s) whether an Annual or Extra-Ordinary General Meeting of the Company. The Chairman and the managing director shall not be the same person.
Filing requirements:
Companies must file annual reports and directors notes alongside audited accounts within 21 days of the annual general meeting. Other statutory returns may be required, eg tax and VAT returns.
Partnerships
A Partnership can be established with at least two and no more than 20 persons, with the aim of making and sharing profits among themselves. An organisation can emerge as an aftereffect of an agreement or contract, communicated or inferred between the partners. In Bangladesh, a partnership firm is to be structured under the provisions of the Partnership Act 1932. Under the Partnership Act 1932, the deed of partnership does not need to be registered. Furthermore, the enrolment of such firm is not legally required. However, once registered, a partnership firm may receive some legitimate rights and facilities.
• Name Clearance: this involves submitting an application to the office of RJSC&F through the website alongside the applicable fees. The name cannot match or closely resemble any other name already taken
• Memorandum and Articles of Association: the Memorandum and Articles of Association must be prepared and submitted, alongside a scanned copy of the encashment certificate received from a local bank. A registration fee must also be paid to the designated bank
• Registration: the promoters of the new entity (having name clearance) apply for registration with necessary documents, prescribed forms & fees as appropriate to the type of entity with the office of the RJSC&F.
• Certificate of Incorporation: RJSC&F issues a Certificate of Incorporation upon satisfaction that the promoters submitted the above mentioned documents properly.
Following registration, companies must also obtain the following before commencing business:
• Trade License from City Corporation/Municipality/ Union Council (Local Government Bodies)
• Taxpayer’s Identification Number (Twelve Digit TIN)
• VAT Registration (in the cases where applicable) • Import Registration Certificate (in the case of business related to import)
• Export Registration Certificate (in the case of business related to export)
• License/Permission from the authorities according to the nature of business/profession
• Bank account
• Membership of trade body
Foreign investors will also need to register with the Board of Investment. This comprises submitting an application form, alongside the MOA/AOA, attested copies of deed/documents in support of project land, background of the promoters, a project profile (if the total project cost exceeds BDT100 million) and a fee. Further information may also be required if the project is financed by a loan.
After receiving the application duly filled in, signed and with the required documents enclosed, the BOI reviews the application and, if found suitable, the registration certificate is issued. BOI registration makes the industrial unit eligible for all the incentives and facilities provided by the Government of Bangladesh.
Capital requirement
Companies do not have any minimum capital requirements unless they appoint expatriates as employees. In this case, the minimum capital requirement is USD 50,000.
Constitution
The constitution of the company is set out in the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA states the name of the company, whether it is public, private or limited and the location of the registered office.
The MOA should clearly spell out the main objectives, the authorised capital, the divisions of this capital into shares of fixed amount and liability of its members. The AOA are the regulations governing the internal management of the affairs of the company and the conduct of its business. These articles are subordinate to and controlled by the MOA.
Management
The business of a company is managed by the Board of Directors. The company may appoint or employ any individual as its Managing Director for a term not exceeding five years at a time. The business and all other affairs of the company are managed by the Managing Director who is in turn supervised by the Board of Directors. The Board of Directors may elect a Chairman and decide his/her tenure of service and his/ her function. The Chairman shall preside all the meetings of the Board of Directors and other meeting(s) whether an Annual or Extra-Ordinary General Meeting of the Company. The Chairman and the managing director shall not be the same person.
Filing requirements:
Companies must file annual reports and directors notes alongside audited accounts within 21 days of the annual general meeting. Other statutory returns may be required, eg tax and VAT returns.
Partnerships
A Partnership can be established with at least two and no more than 20 persons, with the aim of making and sharing profits among themselves. An organisation can emerge as an aftereffect of an agreement or contract, communicated or inferred between the partners. In Bangladesh, a partnership firm is to be structured under the provisions of the Partnership Act 1932. Under the Partnership Act 1932, the deed of partnership does not need to be registered. Furthermore, the enrolment of such firm is not legally required. However, once registered, a partnership firm may receive some legitimate rights and facilities.
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