Registering a company in Bangladesh involves several steps, primarily overseen by the Registrar of Joint Stock Companies and Firms (RJSC). Here’s a comprehensive guide to the process:
1. Prepare Memorandum and Articles of Association
Draft the Memorandum and Articles of Association, outlining the company’s objectives, share distribution, and governance structure. These documents must be signed by the shareholders and directors and affixed with non-judicial stamps. The stamp duty varies based on the authorized capital.
2. Submit Documents to RJSC
Submit the following documents to the RJSC:lawadvisorbd.com
-
Name clearance certificate
-
Memorandum and Articles of Association
-
Form IX (consent of directors)
-
Form XII (list of directors)
-
Encashment certificate from a scheduled bank
-
Treasury challan for registration fees
The registration fee is BDT 1,200, plus additional charges based on authorized capital.
3. Obtain Incorporation Certificate
Upon verification, the RJSC issues the Certificate of Incorporation, officially recognizing the company.
4. Open a Bank Account
Open a corporate bank account using the incorporation documents. A minimum paid-up capital of USD 50,000 is recommended, especially for foreign investors.
5. Register for Taxes
Register with the National Board of Revenue (NBR) to obtain a Tax Identification Number (TIN). This is essential for tax compliance and business operations.
6. Obtain Trade License
Apply for a trade license from the local City Corporation or Municipality. The cost is approximately USD 200, renewable annually.
7. Register for VAT (if applicable)
If your business involves VAT able goods or services, register with the Customs, Excise, and VAT Department. VAT registration typically takes 5-7 working days.
8. Additional Registrations (if applicable)
Depending on your business type, you may need to obtain:
-
Import/Export Registration Certificate (IRC)
-
Fire license
-
Environmental clearance
-
BIDA registration for foreign investors
9. Ongoing Compliance
After registration, ensure compliance with annual filing requirements, including submitting financial statements and tax returns to the RJSC and NBR.