Opening a Company in Bangladesh
If you are an entrepreneur and hoping to start your own business, you need to register your firm under the
Companies Act, 1994. Here is a general guideline for new entrepreneurs who want to get their company
registered in Bangladesh.
The Regulatory Authority
The Registrar of Joint Stock Companies and Firms (RJSC) is the regulatory authority which facilitates
formation of companies and firms. The body is also responsible for keeping track of all ownership related
issues as prescribed by the laws in Bangladesh. The Registrar is the head of the office of the Registrar of Joint
Stock Companies and Firms, Bangladesh.
Types of companies
There are many types of business entities. So, before you start the process of registering your firm, you need
to make sure what kind of a company you are going to open. RJSC deals with the following types of entities:
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Private companies
Public companies
Foreign companies
Trade organizations
Societies, and
Partnership firms
The laws involved
RJSC accords registration and ensures lawful administration of the entities under the provisions of
applicable act as under:
*Companies and trade organizations: Companies Act, 1994 (Amendment of Companies Act, 1913)
*Societies: Societies Registration Act, 1860
*Partnership Firms: Partnership Act, 1932
Name Clearance
This is a pre-requisite for registration of a new company (other than Foreign Company) or a society or a
trade organization.
The search for the availability of a company name was computerized in 2003. After checking that the
proposed company name is available for registration, the entrepreneur has to apply for name clearance
through RJSC website.
RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match
or resembles with any of the names that have already been taken. The status of the application can be
checked online and is usually accepted or rejected within one working day. If accepted, the company name is
reserved for six months. A print out of the name clearance certificate must be submitted to the RJSC, along
with the other required documents for incorporation.
Payment of Stamp Fees
One has to pay adhesive stamp fees at a designated bank. Payment can be made to the designated bank
accounts of the Treasury. Previously all the fees were supposed to be deposited only in selected branches of
Sonali Bank. RJSC has now allowed one of the leading private sector banks with extensive national coverage
i.e. BRAC Bank to collect fees.
For an authorized share capital of up to Tk. 1,000,000, the total stamp duty fees are Tk. 2,500 (may vary).
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These include Tk. 2,000 for affixing stamps on the Articles of Association, and Tk. 500 for stamps on the
Memorandum of Association.
Submission of Necessary Documents
To register a company, the following documents must be submitted to the registrar:
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Name clearance certificate
Memorandum and Articles of Association
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Form I (Declaration on the registration of the company)
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Form VI (Notice of the registered office)
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Form IX (Consent to act as directors)
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Form X (The list of persons consenting to act as directors)
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Form XII (Particulars of the directors, managers, and managing agents)
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Proof of payment (ie receipt from the designated bank) for Treasury Stamps
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The registration fees payable at a designated banks
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For filing six documents (five filled in forms and the Memorandum and Articles of Association, the fee is
Tk. 200 per document): Tk. 1,200
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For an authorized share capital of up to Tk. 20,000, the fee is Tk. 360.
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An additional fee of Tk. 180 is applicable for every Tk. 10,000 or part from the first Tk. 20,000 up until
Tk. 50,000
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An additional fee of Tk. 45 is applicable for every Tk. 10,000 or part from the first Tk. 50,000 up until Tk.
1,000,000
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Obtain a tax identification number (TIN)
In order to start business operations, every company must register for taxes at the appropriate taxation
authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National
Board of Revenue (NBR) and obtain a tax identification number.
Register for VAT
For VAT purposes, companies register with the Customs, Excise, and VAT Commission under the National
Board of Revenue. The company’s VAT is regulated by the Customs, VAT and Excise Department of the
region in which it
operates.
Obtain a trade license
Companies have to obtain a trade license from the city corporation. Recently, Dhaka City Corporation has
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been divided into two zones: the North Zone and the South Zone. The proposed company will have to file its
application at the nearest city corporation office.
Contact RJSC offices
Now RJSC has four offices in Bangladesh. The head office is situated in Dhaka and three divisional offices are
located in Chittagong, Khulna and Rajshahi.
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