A full overview of the Company Registration procedure will be provided to you in this book. This overview will include the essential stages, time periods, kinds of corporations, and regulations for creating and managing a limited company Registration in Bangladesh. As is the case in other countries, Bangladesh is subject to fundamental and ongoing duties to comply with regulatory requirements.
It is important to bear in mind that the majority of companies in Bangladesh are established as Private Limited Liability Companies (often commonly referred to as Private Limited Companies). This is something to keep in mind if you are considering establishing a new company Registration or moving your existing one to Bangladesh.
Knowing Bangladesh’s Business Scene
- Company Types in Bangladesh
In Bangladesh, the corporations Act of 1994 exclusively recognizes registered corporations as the entities that are deemed to be the Company Registration . Therefore, the first stage in the process of building a company in Bangladesh is to register the company in accordance with the Companies Act of 1994. Some of the most common types of businesses that are operating in Bangladesh are as follows:
- Private Limited Company Registration
- Public Limited Company Registration
- One-person Company Registration
- Companies limited by guarantee
- Companies with unlimited liabilities
Company Registration incorporation in Bangladesh
In Bangladesh, the process of incorporating a firm has become less complicated over the years as a result of interventions made by the government. There are a number of different ways that foreign investors (also known as “Promoters”) who are interested in investing in Bangladesh may incorporate their businesses in Bangladesh.
The formation of a limited Company Registration is the alternative that is regarded as being the best appropriate for long-term operation among these choices. In order to provide the Promoters with a straightforward and step-by-step guidance to the process of incorporating a company in Bangladesh.
This article has been written with the intention of guiding and assisting them.Please be aware that the procedure of registration may be conducted remotely via the attorneys, and that any investor is not necessary to visit Bangladesh in order to finish the process.
Company Structure Selection for Your Business
When going through the process of founding a business, it is essential to pick an appropriate Company Registration type.Within the parameters of the needs, the legal expert will provide direction for the most suitable sort of company structure. Generally speaking, the most popular kind of corporation in Bangladesh is the limited liability company (LLC), which is also often known as a company limited by shares.
Navigating Bangladeshi Business Law
When starting a Company Registration in Bangladesh, it is necessary to comply with a number of different rules and regulations. Additionally, business owners are required to get a trade license, register for taxes, obtain an ECC if it is required, obtain a work permit for foreign workers if it is required, create a bank account, obtain insurance, comply with labor regulations, and protect their intellectual property rights.
All of these requirements must be met in addition to registering their firm. Business owners should seek the advice of legal and accounting specialists in order to ensure that they are in full compliance with all of the legal requirements that they are obligated to fulfill.
Step-by-Step Guide to Bangladesh Company Registration
Registration or Incorporation
The following detailed steps outline the procedure for registering a company in Bangladesh:
Regulator: Registrar of Joint Stock Companies and Firms (RJSC)
According to the Companies Act of 1994, the company has been registered. The Registrar of Joint Stock corporations and Firms is the regulatory organization that is responsible for facilitating the establishment of corporations and firms. If you want to incorporate a company, you should contact them. In addition, the organization is accountable for monitoring all matters pertaining to ownership in accordance with the regulations that are imposed by the laws of Bangladesh.
With the exception of a few very unusual circumstances, Bangladesh permits the creation of a business with one hundred percent foreign shareholdings, and there is no need for a local joint venture to be established. Promoters should bear this fact in mind.
Get Name Clearance:
The first step is for the promoters to settle on a name that they want for the Company Registration and then submit an application to the RJSC server for name approval. The promoter will be provided with a computer-generated receipt after the application has been submitted.
Investors are needed to submit a payment to RJSC together with the necessary fees in order to obtain name clearance. Once the name clearance has been verified, RJSC will then send a name clearance certificate to the potential promoters. These name clearance papers will serve as the foundation for all subsequent procedures pertaining to the registration of the firm.
The promoters are able to remotely form a business in Bangladesh using their approved attorneys or agents in Bangladesh. This is something that should be taken into consideration.
Memorandum and Articles of Association drafting:
A stable and consolidated business constitution is crucial. The Company Memorandum should identify the main business goals, paid-up and authorized capital, and shareholders and their shareholdings.Bangladesh does not allow One Person Companies (OPCs) and requires two shareholders to form a private limited business. A public limited business needs seven stockholders. Our post covers the government’s recent approval of one-person companies.
The company’s Articles of Association should list and number directors, board and Managing Director powers, meeting process, quorum, notification method, auditor appointment, etc. Two directors are required for private limited companies and three for public ones.
Directors must have one qualifying share in the Company Registration, however nominees of corporate entity shareholders are exempt. Also, Independent Directors may be appointed.
Opening temporary bank:
The prospective corporation must create a temporary bank account after name approval. Banks must get a copy of the Draft Memorandum and Articles of Association with name clearance paperwork.Remote bank account opening.
Transferring Money to Bank:
Foreign Investors must deposit their funds in the company’s bank account. The bank will retain remitted funds. While there are no minimum capital requirements for establishing a corporation, a minimum of USD 100,000 is required to gain some benefits, such as hiring international personnel. An Encashment Certificate from the bank is required after paying up capital.
If all stockholders are Bangladeshis, this condition does not apply.
Digital Document Submission:
After receiving the encashment certificate, Promoters must submit the Memorandum & Articles and Directors Consent Forms to the RJSC site. After submitting papers to the RJSC system, an Electronic Payment Slip will be produced and comparable funds must be sent to RJSC bank accounts.
Physical Document Submission:
After paying governmental fees and charges to the designated bank account as stated in the Electronic Payment Slip, a nonjudicial stamp must be affixed to the Memorandum and Articles of Association and submitted to RJSC along with Directors Consent Form (Form IX), List of Consenting Directors (Firm X), List of Directors and Managing Agents (Form XII), Original copy of the Encashment Certificate and Name Clearance Document, and paym
Getting Incorporation Certificate and Other Documents:
The Company Registration will get an Incorporation Certificate, Digital Certified Copy of the Memorandum & Articles of Association, and List of Directors (Form XII) within 3-4 business days following The Bank must get a copy of the Certificates from the firm to convert the temporary account to a normal account.
Registration with Bangladesh Investment Development Authorities:
Bangladesh Investment Development Authority (BIDA) facilitates international investments. BIDA issues work permits for foreign employees, visas for foreign investors, processes foreign loans, approves royalties and technical fees, helps obtain industrial plots, facilitates utility connections, approves foreign loans, suppliers’ credit, and advises on many investment issues.
Foreign investors with industrial projects should register with BIDA after incorporating their limited business. Commercial or trade companies do not need BIDA registration. Registration usually takes 7-10 business days.
Company Post-Registration Obligations in Bangladesh
Get a TIN:
Every firm needs a tax identification number and registration for taxes at the National Board of Revenue (NBR) Deputy Commission of Taxes of firm Circle, Zonal Taxation Department to commence business. Tax Identification Numbers are free and obtained online via the NBR system.
Obtaining Trading License:
Bangladeshi companies need trade licenses from local governments. Dhaka requires a trading license from the City Corporation. The planned firm must physically apply at the local municipal corporate office. Trade licences cost about $200 and may be renewed annually. Three to four working days are common.
Get VAT Registration Certificate:
Companies register with the National Board of Revenue’s Customs, Excise, and VAT Commission for VAT. The region’s Customs, VAT, and Excise Department regulates the company’s VAT. VAT registration usually takes 5-7 days.
Certificate of Fire
A fire certificate is necessary from the fire services. Any site is secure with this paper. All Bangladeshi industry need this.The Firefighting Act of 2003 mandates fire licenses for apparel makers and other industries.
Environmental clearance (if needed)
Any company starting a new project in Bangladesh or expanding an existing one must obtain an environment license, especially if the project involves hazardous materials or processes that could harm the environment. The firm must follow the license’s environmental rules to operate sustainably.Please contact us with any questions or pricing quotes.
Advantages of Bangladeshi Company Registration
- Rapid economic growth
- A crucial location
- A sufficient and youthful workforce
- Profitable foreign investment opportunities
- Several trade deals
Important Notes for Foreign Investors:
- Company registration fees depend on allowed capital.
- The firm must operate in Bangladesh; shelf businesses are not allowed.
- Bangladesh Forex Rules enable 100% profit and investment repatriation.
- Foreign nationals may be employed at a 20:1 (local: ex-pat) ratio with a work permit.
- 100% FDI is authorized except in a few sectors.
- Foreign or domestic directors may serve.
- Corporate income tax ranges from 22.5% to 45%, depending on industry and company. For some industries and regions, the tax break lasts 5-7 years.
- Special Economic Zones provide extra financial incentives for investment.
