Incorporating a private limited company in Bangladesh involves several steps and complying with the relevant legal and regulatory requirements. Here’s a general overview of the process:
- Name Clearance of Company:
- The first step is to choose a unique name for your company and submit it to the Registrar of Joint Stock Companies and Firms (RJSC). You can check the availability of the name online or by visiting the RJSC office.
- Memorandum of Association and Articles of Association:
- Draft the Memorandum of Association (MoA) and Articles of Association (AoA) for your company. These documents define the company’s objectives, structure, and rules of operation. You may seek legal assistance in preparing these documents.
- Shareholders and Directors:
- Appoint at least two shareholders and directors for your company. Shareholders and directors can be the same individuals or different persons. There is no requirement for foreign shareholders or directors.
- Registered Office:
- Provide the address of the registered office of the company.
- Capital Requirements:
- Determine the authorized and paid-up capital for your company. The minimum capital requirements may vary based on the type of company, but there is no specific minimum capital requirement for private limited companies.
- Submit Documents to RJSC:
- Prepare the necessary documents, including the MoA, AoA, Form 1 (Declaration of Compliance), Form 18 (Consent of Director), and other required forms. Submit these documents to the RJSC office.
- Pay Registration Fees:
- Pay the prescribed registration fees to the RJSC and obtain a Certificate of Incorporation.
- Post-Incorporation Compliance:
- Open a bank account for the proposed company in a local bank.
- Apply for a Tax Identification Number (TIN) for the company and its employees. You will need this for tax compliance.
- Depending on the nature of your business, you may need additional approvals or licenses from relevant authorities.
- Register with the Bangladesh Investment Development Authority (BIDA) if your business qualifies for incentives or is a foreign investment project. You may also need to obtain trade licenses and other permits from local authorities.
- Ensure that your company complies with ongoing statutory requirements, including filing annual returns, holding annual general meetings, and maintaining proper accounting records.
It is advisable to seek legal advice or consult with a corporate service provider to ensure that you meet all the legal requirements for incorporating a private limited company in Bangladesh. The specific requirements and procedures can change over time, so it’s essential to check with the relevant authorities for the most up-to-date information.
