Company Registration and Articles of Association and MoU in Bangladesh
Memorandum of Association for a Company Registration in Bangladesh:
In Bangladesh, forming a company is a simple and straightforward process. The following provides an overview of all the conditions that must be met when forming a new business, as well as the actions that must be performed when forming or amending the Memorandum of Association.
Name Clarence for your company in Bangladesh
Before registering a company in Bangladesh, it must first obtain a name approval certificate. A new company must apply to the Registrar of Joint Stock Companies and Firms (RJSC) for name clearance, and the RJSC grants name clearance for one of the suggested names if it is satisfied that it does not closely equal or resemble any of the already taken names.
Registration of your company in Bangladesh
RJSC issues a certificate of incorporation for a new entity upon satisfaction that the application complies with the provisions of the applicable laws and that the fees have been paid. Memorandum of Incorporation
Documents Required for a Registration Application
For the registration of a new company, the following documents must be submitted:
For a Private Limited Company in Bangladesh:
- Articles of Association and Memorandum
- Form I: Registration Declaration
- Form VI: Notice of the Status of the Registered Office and Any Changes Thereto.
- Form IX: Director’s Acting Consent.
- Form X: List of Individuals Consenting to Serve as Directors.
- Form XII: Details of the Directors, Manager, and Managing Agents, as well as any changes.
- Proof of Name Clearance.
- Special Adhesive Stamps with a Treasury Challan from Bangladesh Bank to the Treasury (photocopy) of the Stamp Collection
For THE PUBLIC COMPANY in Bangladesh:
a. Original and two copies of the Memorandum and Articles of Association
Form I: Declaration on Company Registration
c. Form VI: Notice of the Registered Office's current condition and any changes thereto
d. Form IX: Directors' Consent to Act
e. Form X: List of Individuals Consenting to Serve as Directors
f. Form XII: Details of the Directors, Managers, and Managing Agents, as well as any changes thereto
g. Form XIV: Declaration Before Beginning Business in the Case of a Company Filing Statement in Place of a Prospectus
h. Form XI (if required): Agreement to Purchase Qualifying Shares in Proposed Company
i. Proof of Name Clearance
j. Special Adhesive Stamps and a Treasury Challan from the Bangladesh Bank to the Treasury (photocopy) of the Stamp CollectionForeign Company in Bangladesh
Form XXXVI - Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Company's Constitution.
b. Form XXXVII - Notice of the Address of the Company's Registered or Principal Office.
b. Form XXXVIII - Director and Manager List
d. Form XXXIX - Return of Authorized Persons to Accept Service
Form XLII: Notice of the Situation of the Principal Place of Business in Bangladesh or Any Changes Therein
g. Obtain an Encashment Certificate from any Scheduled Bank.
g. Permission from Bangladesh's Board of Investment.When the company’s name is identical
If a company is registered with a name that is identical to another company’s name, or so closely resembles the name that there is a potential of using that name to deceive, that company must alter its name within 120 days, as directed by the Registrar.
Memorandum of Association
The following information must be included in the memorandum of a company limited by shares:
(i) The company’s name, with “limited” as the final word;
(ii) The registered office address;
(iii) The company’s objectives and the territories it serves;
(iv) That its members’ liability is limited;
(v) The amount of share capital that the company intends to register.
The following information must be included in the memorandum of corporations limited by guarantee:
(i) The company’s name, with “limited” as the final word;
(ii) The registered office address;
(iii) The company’s objectives and the territories it serves;
(iv) That its members’ liability is limited;
(v) That each member commits to contribute to the assets of the company if it is wound up while he is a member or within one year of its dissolution.
A limited company’s memorandum must have the following information:
(i) The company’s name;
(ii) The registered office address;
(iii) The company’s aims and the territories to which they extend.
Amendments to the Articles of Association
A company may, by special resolution, change the memorandum with regard to the business’s objects if necessary to enable it –
(a) To conduct its operations more efficiently; or
(b) To achieve its core goal using enhanced ways; or
(c) To alter the scope of its operations; or
(d) To do some business that can be merged with the company’s activity to its advantage; or
(e) To limit the scope of an object indicated in the memorandum; or
(f) To sell or dispose of the entire company or any part of it; or
(g) Merge with any other company or group of people.
However, it should be underlined that the Court has the authority to confirm the change in whole or in part, and to add such terms as it deems suitable.
AT Tahmidur Rahman Remura Wahid, NAME CLEARANCE AND MEMORANDUM OF ASSOCIATION
Tahmidur Rahman Remura Wahid’s Barristers, Advocates, and Attorneys in Mohakhali DOHS, Dhaka, Bangladesh, have considerable experience in Company Registration-licensing concerns. In addition to regularly addressing a wide range of local client concerns, the firm has vast expertise advising and aiding several overseas customers with the utmost care and attention throughout their legal issues. Please contact us at: if you have any questions or need legal advice or looking for memorandum of association sample bangladesh.
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