One Person Company Registation in Bangladesh

One Person Company (OPC) Registration Procedure in Bangladesh

An OPC (One Person Company) is a type of company that can be registered with a single shareholder and one director. This company structure offers simplicity for small businesses or startups.

Key Requirements for OPC Registration:

Company Name:

• The proposed company name must be approved by the Registrar of Joint Stock Companies (RJSC) before registration.

Directors:

• A minimum of one director is required.
• Directors must be at least 18 years old, and they should not be bankrupt or have a criminal record.
• A nominee director can be selected if the shareholder is a legal entity (company).

Shareholders:

• An OPC can only have one shareholder. The shareholder can be either a local or foreign individual or entity.
• The shareholder and director can be the same or different individuals.
• 100% foreign shareholding is allowed in most sectors in Bangladesh.

Authorized Capital:

• The company must state its authorized capital in the Memorandum of Association (MOA) and Articles of Association (AOA). There is no limit for authorized capital.

Paid-up Capital:

• Paid-up capital can be increased post-incorporation.

Registered Address:

• A local physical address must be provided, which can be either residential or commercial.

Memorandum and Articles of Association:

• The company needs to prepare these documents for incorporation.

Considerations for Foreigners:

• Foreigners can open a company in Bangladesh and operate from abroad.
• A bank account must be opened in the proposed company's name with the name clearance obtained from RJSC.
• A work permit is required for foreigners who intend to relocate to Bangladesh and operate the company from there.

OPC Registration Procedure in Bangladesh

Here’s the step-by-step process to register an OPC in Bangladesh:

Step 1: Name Clearance

1. Obtain Name Clearance:
   • Visit the RJSC website (www.roc.gov.bd) and create a username.
   • Apply for name clearance and receive a bank payment slip for BDT 600, which must be paid at the designated bank.
   • After payment, log in to your RJSC account to obtain name clearance.
   • The approved name will be reserved for one month, which can be extended by filing a request before the expiration date.

Step 2: Bank Account Opening and Paid-Up Capital

1. Open a Bank Account:
   • For foreign shareholders, open a bank account in the company’s name at a scheduled bank in Bangladesh.
   • Remit the paid-up capital into this bank account from outside Bangladesh. The bank will issue an Encashment Certificate for incorporation.

Step 3: Register the Company

Submit the Application:

• Submit all the required information on the RJSC website, including uploading Form IX and the Subscriber Page.
• After completing the submission, you will receive a bank payment slip for the registration fees and stamp duty.
• Make the payment at the bank.

Incorporation Certificate:

• RJSC will verify the documents and, if everything is in order, issue the following:
  • Certificate of Incorporation.
  • Memorandum of Association (MOA) and Articles of Association (AOA).
  • Form XII (Details of directors).
• These documents will be sent to the email associated with your RJSC account.

Post-Registration Formalities

After the registration, the following documents will be issued by RJSC:

1. Certificate of Incorporation: Contains the company registration number and company name.
2. Form XII: Contains details about the directors.
3. Certified copies of the MOA and AOA.

Other items you may need:

• Share certificates for each shareholder.
• Shareholder register.
• Company common seal and rubber stamp.

Applying for Other Licenses

After incorporation, the following should be done:

1. Trade License: Secure a commercial space and apply for a Trade License.
2. Tax Identification Number (TIN): Obtain a TIN for tax purposes.
3. Other Licenses: Depending on the business activities, additional licenses may be required.

RJSC Return Filing Requirements

1. Annual Return: An Annual General Meeting (AGM) must be held within 18 months of incorporation, with no more than 15 months between AGMs.
2. Regular Return: If there are any changes in the board of directors, shareholding structure, or any other major changes, these must be filed with RJSC within the required timeframe.