Incorporate A Privet Limited Company

Incorporation Procedure for a Private Limited Company in Bangladesh

Overview

The Companies Act 1994 outlines the statutory requirements for incorporating a company in Bangladesh. However, it does not provide a step-by-step process. The Registrar of Joint Stock Companies (RJSC) serves as the primary regulatory body and offers detailed guidelines on company registration, from name clearance to incorporation.

Step-by-Step Process for Incorporation

Step 1: Obtain Name Clearance

To register a company, the first step is securing name clearance from RJSC by submitting:

✅ Application Form
✅ Proposed Company Name

Once approved, the name clearance remains valid for six months.

Step 2: Prepare Necessary Documents

The following documents must be prepared and executed:

📌 Memorandum of Association (MoA) & Articles of Association (AoA) – Define the company’s objectives, structure, and governance.
📌 Directors’ Resolution – Formal approval to establish the company.

Additionally, the following RJSC forms must be completed:

• Form I – Declaration on registration
• Form VI – Notice of the registered office
• Form IX – Directors' consent to act
• Form X – List of directors
• Form XII – Details of directors, managers, and agents

Step 3: Open a Bank Account & Deposit Capital

✔️ A temporary bank account must be opened in the company’s name at a scheduled bank.
✔️ The initial paid-up capital must be deposited by the shareholders.
✔️ An encashment certificate must be obtained from the bank, confirming the deposit.

For foreign investments, the paid-up capital must be remitted through the designated bank following regulatory requirements.

Step 4: Submit Documents to RJSC

Once all documents are prepared, the incorporation application must be submitted to RJSC for approval. After successful verification, RJSC issues the Certificate of Incorporation, legally establishing the company.

Post-Registration Compliance Requirements

After incorporation, the following additional registrations are required:

📜 Trade License – Obtainable from the relevant City Corporation.
🔢 Tax Identification Number (TIN) – Issued through the National Board of Revenue (NBR).
📊 VAT Registration Certificate – Required for tax compliance with NBR.
🔥 Fire Safety Certificate – Issued by the Bangladesh Fire Service and Civil Defense Authority.
🌍 Environmental Clearance Certificate – Required for industrial projects, issued by the Department of Environment.

Special Case: Investment in Kind

For companies receiving investments in the form of machinery and equipment, the process includes:

✔️ Registering the company with RJSC.
✔️ Filing the relevant RJSC forms.
✔️ Executing a vendor agreement.
✔️ Submitting all required documents to RJSC for record-keeping and approval.

Estimated Timeframe for Incorporation

⏳ Name Clearance: 3 working days
⏳ Company Incorporation: 6-8 working days after submission
⏳ Total Process Duration: 2-3 weeks