Eligibility criteria for Private limited company registration in Bangladesh

• The minimum number of directors is 2.
• The maximum number of directors is 50.
• The maximum number of shareholders is 50.
• Minimum amount of share capital is BDT 1 by each shareholder.
• All the directors and members of the company shall be above 18 years of age and have a sound mind.
• Both an artificial person (corporate) and natural person can be the shareholder of a private limited company.

Advantages of Private limited company registration in Bangladesh

• A private limited company has a separate legal status.
• There is an easy entry and exit.
• The company has perpetual succession.
• Foreign direct investment is hugely attracted to private companies.
• A good start-up business option.
• The shareholders have limited liability.
• Has a very nominal paid-up capital requirement.
• The shares are easily transferred to any member of the company.

Liabilities of Registered private limited companies in Bangladesh

• A private limited company is required to hold an annual general meeting every financial year.
• A private limited company shall appoint a statutory auditor.
• All the financial statements and board meeting reports are to be submitted by the company.
• Must file an income tax return every financial year.

Documents Required for Private Limited Company Registration

Documentation required for opening a non-operating bank account in Bangladesh:

• Name approval of the company / clearance certificate from RJSC.
• Draft MOA & AOA of proposed company in Bangladesh.
• Promoters’ meeting minutes/ board resolution.
• Passport copies /NID of all shareholders (natural person).
• 3 copies of photograph of all shareholders & directors of the proposed company.
• Duly signed and completed the Bank account application Form.

In the case of a corporate shareholder, the following additional documents are required –

• Share tree analysis for a corporate shareholder.
• Passport & Photographs of all nominee directors.
• Passport & Photographs of all shareholders of the corporate shareholder/parent company.
• Incorporation certificate, Memorandum & Article of Association audit report of last financial year of corporate shareholders (all must be translated into English and notarized).

Documentation required for Company Registration:

• Copy of the MOA & AOA of the proposed company.
• Singed Form-VI (declaration of registered address).
• Singed Form-IX (consent of the directors).
• Singed Subscriber Page.

Procedure for Private limited company registration in Bangladesh

Following are the steps to be followed to Private limited company incorporation in Bangladesh:

Step-1:  Name Approval of the Company

 It is done via filling out the RJSC web portal along with requisite fees is done before the RJSC (Registrar of Joint Stock Companies).

Procedure –

• Select a name that is unique and search its availability to.
• Apply to the web portal of RJSC.
• Deposit govt. fees to Bank.
• Obtaining name clearance approval /certificate from RJSC.
• Validity of name clearance approval remains for 30 days.

Step-2:  Creating Required Documentation

 In the second step, you require to draft the following documentation:

• Memorandum of Association (MOA).
• Article of Association (AOA).  
• Form-IX (consent of directors to act).
• Form-VI (notice of situation of registered office address).
• Promoters’ meeting minutes / Board Resolution.

Step-3:  Opening a Non-operating Bank Account  

 As per Bangladesh Foreign Exchange Regulations, a non-operating bank account with any scheduled commercial in Bangladesh shall open to bring inward remittance before filing an application for company registration to RJSC.

The receiving bank shall issue an Encashment Certificate mentioning the purpose of remittance upon receiving the remittance. RJSC shall verify this Encashment Certificate with issuing bank before approving the company registration.

Step-4:Inward Equity Remittance to Bangladesh

As per Bangladesh Foreign Exchange Regulations, initial paid-up capital/equity shall remit to Bangladesh before lodgement of the company registration application to RJSC. The procedure of inward remittance –

• foreign shareholders shall remit initial paid-up capital to the non-operating bank account.
• remittance must send through SWIFT.
• it may take 48-72 hours to receive the remittance in Bangladesh.
• bank shall issue an Encashment Certificate after receiving equity remittance.
• the purpose of the remittance must be shown as “Equity Investment” on the SWIFT.

Step-5:  Online Filing to RJSC Web Portal

 This is the final stage to complete your company registration application process. After uploading the following documents,

• MOA & AOA
• signed copy of Form-VI & Form-IX
• signed subscriber page
• and Encashment certificate to RJSC web portal, registration process shall complete.

Step-6: Company Registration Documents

After approving the online application by the Register of RJSC, the following company registration documents shall be issued from RJSC as proof of approval of company registration:

• Incorporation Certificate.
• Certified copy of MOA & AOA.
• Certified copy of Form-XII (Particulars of Directors).

Step-7:  Other Licenses & Registration

After completing the company registration at RJSC there are other important business licenses and registration are required to start your company operations in Bangladesh, list of the licenses/registration are listed out in sequence:

• Obtaining of Trade License
• Acquiring Tax Registration (E-TIN).
• Membership from Chamber of Commerce (for import & export business).
• IRC-Import Registration Certificate (for import business only).
• ERC-Export Registration Certificate (for import business only).
• VAT Registration (BIN).

Based on industry and business you might need other business licenses or permission from respective government authority.

However, after completing step 7, a full process of company formation in Bangladesh shall complete and a company can start its operation in Bangladesh.

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