Incorporate A Public Limited Company
Incorporation of a Public Limited Company in Bangladesh
What is a Public Limited Company?
A Public Limited Company (PLC) in Bangladesh is governed by the Companies Act 1994 and must have at least seven members. Unlike a Private Limited Company, its shares are open to the public, allowing broader investment opportunities.
Step-by-Step Process for Incorporation
Step 1: Obtain Name Clearance
Before registration, the proposed company name must be cleared by the Registrar of Joint Stock Companies (RJSC). The following documents must be submitted:
✅ Application Form
✅ Proposed Company Name
⏳ Processing Time: Typically takes 3 working days.
Step 2: Prepare Required Documents
The following legal documents must be prepared and duly executed:
📌 Memorandum of Association (MoA) & Articles of Association (AoA) – Define the company’s objectives and operational framework.
📌 Directors’ Resolution – A resolution to establish the company.
Additionally, the following RJSC forms must be completed:
- Form I – Declaration on company registration
- Form VI – Registered office address
- 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 under the company’s name with 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 capital contribution must be remitted through the designated bank following regulatory procedures.
Step 4: Submit Documents to RJSC
Once all documents are prepared, they must be submitted to RJSC for verification and approval. Upon successful completion, RJSC issues the Certificate of Incorporation, legally establishing the company.
⏳ Processing Time: 6-8 working days after submission
⏳ Total Process Duration: 2-3 weeks
Post-Registration Compliance Requirements
After incorporation, the company must obtain the following:
📜 Trade License – Required 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.