Assignment
Title: Company Registration Process in Bangladesh
Introduction
The process of company registration in Bangladesh is a critical
step for entrepreneurs aiming to establish their businesses legally.
Governed by the Registrar of Joint Stock Companies and
Firms (RJSC), this process ensures that a company is recognized
as a legal entity. This assignment explores the step-by-step
procedure for registering a company, emphasizing the
requirements, types of companies, and post-registration
obligations.
Types of Companies in Bangladesh
1. Private Limited Company:
o Requires at least two shareholders and two directors.
o Share transfer is restricted, and public share issuance is
not permitted.
2. Public Limited Company:
o Requires at least seven shareholders and three
directors.
o Can issue shares to the public and is ideal for large-
scale operations.
3. Branch or Liaison Office:
o Suitable for foreign companies operating within
Bangladesh for limited purposes.
Steps for Company Registration
1. Choose a Company Name:
The proposed name must be unique and approved by the
RJSC.
A name reservation process ensures no duplication.
2. Prepare Required Documents:
Memorandum of Association (MoA): States the
company’s objectives.
Articles of Association (AoA): Outlines internal
operational rules.
Directors and Shareholders Information: National IDs,
TINs, and consent forms.
Proposed Registered Address: Location of the company’s
main office.
3. Pay Stamp Duty:
Stamp duty is calculated based on the authorized share
capital and must be paid at the Treasury or authorized
banks.
4. Submit Documents to RJSC:
Submit the MoA, AoA, and relevant forms to RJSC along with
the registration fee.
Forms include:
o Form IX: Details of directors and managers.
o Form XII: List of shareholders.
5. Receive Certificate of Incorporation:
Once approved, the RJSC issues the Certificate of
Incorporation, officially recognizing the company as a legal
entity.
Post-Registration Activities
1. Open a Bank Account:
o Deposit the initial paid-up capital as stated in the
registration documents.
2. Obtain a Trade License:
o Apply to the local municipality or city corporation for a
trade license.
3. Tax and VAT Registration:
o Register for a Tax Identification Number (TIN) and
VAT at the National Board of Revenue (NBR).
4. Employee Welfare Registration (if applicable):
o Comply with labor laws and employee welfare
regulations if hiring staff.
Advantages of Company Registration
1. Legal Recognition:
o Establishes the company as a separate legal entity.
2. Limited Liability:
o Protects shareholders’ personal assets from company
liabilities.
3. Access to Funding:
o Enables access to loans and investment opportunities.
4. Credibility:
o Enhances trust among customers, suppliers, and
investors.
Conclusion
The company registration process in Bangladesh is
straightforward but requires careful preparation of documentation
and adherence to legal requirements. It ensures the legitimacy of
a business, providing a solid foundation for growth and
compliance. By following the outlined steps, entrepreneurs can
establish their companies efficiently and focus on achieving their
business goals.
References
1. Registrar of Joint Stock Companies and Firms (RJSC),
Bangladesh.
2. National Board of Revenue (NBR), Bangladesh.
3. Various business registration guides and legal resources.
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