Trade License is mandatory for every form of business entity in Bangladesh. It is issued by the local government of the respective areas. Every business entity must obtain Trade License from each local government where it operates. If a business entity has more than one place of business, it must obtain Trade License from each local government.  It is issued for one year and have to be renewed annually. Trade License attracts some government fees, which usually depends on the types of business. Below, we have described the process of obtaining Trade License for businesses that operate within Dhaka City Corporation area. Other local government have similar rules. You are advised to contact the respective local government for more information. TRADE LICENSE FOR A COMMERCIAL FIRM PROCESS STEPS: STEP 1: PROCURE THE PROPER FORM FROM THE PROPER OFFICE. Dhaka City Corporation (DCC) has two forms for a trade license depending on the type of business. A commercial firm must use the “K” Form. Even though the ten zonal offices use the same K Form, a business must buy the form from its respective zonal office. A seal and the initials of the officer selling the form is what distinguishes it from that of other zones. The form costs Tk. 10. STEP 2: GET CERTIFICATION FROM THE LOCAL WARD COMMISSIONER. After the form is completed it has to be submitted to the local ward commissioner for validation. STEP 3: COLLECT LICENSE BOOK BY TK. 50 AND SUBMIT APPLICATION WITH SUPPORTING DOCUMENTATION TO DCCS ZONAL OFFICE. For the K Form, a rent receipt for the premises where the business is operating from or, if owned, the municipal tax payment receipt has to be provided. Supporting documents include:

• 3 copies of PP size photo of owner
• Rent receipt or premises ownership proof
• Step 4: Await enquiry by the Licensing Supervisor (LS).
• Upon submission of the form, the LS usually goes to the business entity for a visit to verify the information provided.

STEP 5: PAY PREDETERMINED FEE AND COLLECT TRADE LICENSE. After inspection by the LS is concluded, the business is asked to go to the DCC office to pay the predetermined fee and collect their trade license. The fee schedule depends on the business category under which the application was filed. STEP 6: SIGNBOARD FEE When collecting the trade license, a signboard fee has to be paid as well. For all types of business the signboard fees will payable 30% of the License fee. TRADE LICENSE FOR A MANUFACTURING FIRM PROCESS STEPS: STEP 1: PROCURE THE PROPER FORM FROM THE PROPER OFFICE. The “I” Form will have to be purchased for Tk. 10 from the DCC zonal office where the manufacturing firm has to submit its application. STEP 2: GET CERTIFICATION FROM THE LOCAL WARD COMMISSIONER. The completed form has to be validated by the local ward commissioner. STEP 3: SUBMIT APPLICATION WITH SUPPORTING DOCUMENTATION. Supporting documents include:

• 3 copies of PP size photo of owner
• Rent receipt or premises ownership proof
• No objection certificate from the neighborhood
• A written undertaking on a Tk 150 non-judicial stamped paper
• Fire License from the local fire department Environmental Certificate from DOE

STEP 4: AWAIT ENQUIRY BY THE LICENSING SUPERVISOR (LS). Upon submission of the form, the LS usually goes to the business entity for a visit to verify the information provided. STEP 5: PAY PREDETERMINED FEE AND COLLECT TRADE LICENSE. After inspection by the LS is concluded, the business is asked to go to the DCC office to pay the predetermined fee and collect their trade license. The fee schedule depends on the business category under which the application was filed. STEP 6: SIGNBOARD FEE When collecting the trade license, a signboard fee has to be paid as well. For all types of business the signboard fees will payable 30% of the License fee.             RENEWAL OF TRADE LICENSE The renewal process is comparatively routine and no inspection is required. When the trade license comes up for renewal the business has to go the LS. PROCESS STEPS: STEP 1: PICK-UP DEMAND BILL FROM THE LICENSE BOOK (THIS BOOK IS VALID FOR FIVE YEARS) Upon checking the expiring trade license, the LS fills in the particulars in a demand bill and gives the booklet to the business. The demand bill is a four page booklet similar to a bank deposit slip. The same information is filled into all the pages: one page is for the bank and one is for the business. STEP 2:  PAY RELEVANT FEE AT DESIGNATED BANK Deposit designated bank through demand bill and it will automatically renew the license.   Learn More About us

These returns are being collected on tax returns or income tax returns. All the details are not the same. Individual taxpayers must fill certain pages of income tax statements.   Income tax fair will be run from November 1 to 7. At this time there is a crowd of taxpayers in the fair. If you are a taxpayer, you must fill in a tax return form or income tax return. New tax returns have been introduced in the IT-11C 2016, from 2016 to 2016-17. In the current tax year, this new return form will be used as well as the previous return form IT-11C. Do not fill in the form of new or old form, you will need to add some schedules and statements as needed with the original income tax return. All of this does not apply to you. You can learn what is applicable to the original income tax statement and what information you have to give below. The main return form of the three pages The original return is divided into three parts. General information of part-1 taxpayer. In this section there is room for taxpayer planting right next to the right of the form. It is compulsory for those who are going to pay the first taxes only for them. The image must be attested by the first class gazetted officer or the ward commissioner or any TINholder taxpayer. After every five years, a person-taxpayer has to pay his attested photograph with return. In general information section, from 01 to 23 serials, you have to pay the name, taxpayer name, gender, TIN, circle, tax area, residential status, birth date, income year, and other personal information. Part-2 Revenue and Income Tax Statement, in this section, the income from income tax and tax information from 24 to 48 years is to be mentioned. It has to mention how much taxable income you have received from some sectors. And then you have to mention your final taxation by referring to your total tax, tax credit, source tax. Part-3 instructions, attachments and proofs, in this part of the original return, have to prove and sign the taxpayer. In this section, if a person-taxpayer accepts additional tax-free limits for the disabled child, then his wife / husband has to take advantage of similar benefits. And the list of assets, liabilities and expenditure statements, the details of living expenses related to the returns, and the sources of income for which they are submitted. All these information is given below, “I am proudly proclaiming that the information and the evidence provided in this return and the accompanying or attached affirmations are correct and complete in my knowledge and beliefs”. So when you give any information on the return form, be careful if you are not giving any wrong information. So do not get in trouble. Under this, the full name, date, place mentioning the taxpayer has to be signed. This completes the main return form. And with this, the schedule and statement below must be attached as needed.   Schedule 24A: The details of the salary income The schedule will be completed only if a taxpayer is a job holder. Otherwise it does not need to be attached. In this schedule, to mention the main salary, hiring allowance, medical allowance, travel allowance, festival allowance, and other benefits, mention how much money has been earned in the salaries. Schedule-24B: Description of house-to-house income If there is a taxpayer’s income in the property, then the schedule will be met. Total taxable income is to be excluded from the total income generated from the total house rent. In the schedule, there are three housing properties. If a taxpayer has a homeowner’s income from more than one property, then he can mention income using additional paper. Schedule-24C: Business or profession’s earnings details In this schedule, the total income is to be mentioned in the sale / receipt, total profit, expenditure and net profit. In another part, the balance sheet that is known as a balance sheet has to mention total assets, capital and liabilities. This schedule is for those who have a business or profession, those who do not have income in this sector will not have to submit it. Schedule – 24D: Taxation Reports Many people are afraid to see the tax on income taxable income. But if this taxation is invested and donated in certain sectors, it is possible to get tax rebate on it which helps to understand the tax in large part. In this schedule, you have to mention the investments and donations that you have made in the sector. You do not have to submit this schedule even if you do not have any income or investment in the year.   IT-10B: Assets, liabilities and expenses details Submission of this statement is not mandatory for everyone. You must submit this statement only if one of the three conditions below is satisfied.

1. A) If the amount of total assets at the end of the year is more than 25 lakhs; Or
2. B) If there is a motor car (with zip or microbus) owned by the end of the year; Or
3. C) If you own a property or an apartment in a city corporation area or if you invest in home or apartment.

If you do not meet one of the three conditions above, you can submit this report freely. IT-10BBI: Lifestyle related expenses statement In this particular statement, all the expenses related to your family including living, eating, travel, child-schooling, etc. are mentioned. The total expenditure mentioned in the source below and refunds are to be mentioned. With this proving the name, the date specified by the date, and the signature ends. This will end up completing all the attachments with your income tax statement. From this tax year, the National Board of Revenue has introduced a new form of return ‘IT-11C’ to make return forms payable only to the salaried taxpayers. This form is very small and it is much easier than the above mentioned return form. It requires a lot less information. Therefore, those who have income in salary only, they can use the IT-11C form. It will reduce the time and trouble.   On the other hand, there are different income tax returns ‘IT-11C’ for those taxpayers who have income in the business or profession, and those income is not more than 3 lakh rupees. They can use IT-11C tax returns if they want.   Learn More About us

This guide provides you an overview of the various types of business entities in Bangladesh and the differences among them. Each of these is subject to different regulatory and tax regimes reflecting their organization and ownership. Please note that we do not include nonprofit entity in this guide.

AVAILABLE OPTIONS FOR BANGLADESHI CITIZEN:

SOLE PROPRIETORSHIP

A sole proprietorship is the simplest type of business form in Bangladesh. From a legal perspective, sole proprietorship is not a separately incorporated entity and therefore the owner and the business are one and the same. The owner personally owns all assets and liabilities of the business. There is no protection of personal assets from business risks and liabilities. As the sole proprietor of a business, you have unlimited liability, meaning that if your business can’t pay all its liabilities, the creditors to whom your business owes money can come after your personal assets. Many entrepreneurs are usually unaware of this enormous financial risk. If the business is sued or can’t pay its bills, the owner is personally responsible for the business’s liabilities. Further details about sole proprietorship can be found at proprietorship guide.

PARTNERSHIP

Under the Bangladeshi law, a partnership must consist of minimum two and maximum 20 partners. An agreement for the partnership is required for obtaining a trade license and opening of a bank account. The agreement is not required to be registered with the Registrar of Joint Stock Companies and Firms (RJSC). The liability of a partnership is borne by the partners. The concept of Limited Partnership or Limited Liability Partnership does not exist in Bangladesh. Further details about sole proprietorship can be found at partnership guide.

COMPANY

In Bangladesh companies are either – i) limited by shares; or ii) limited guarantee. Though it is technically possible to register an unlimited company, those companies are rare. A limited liability company is a company limited by shares i.e. its liabilities are limited to the amount of share capital. A limited liability company is a business entity registered under the Bangladeshi laws and a separate legal entity from its members. In a limited liability company, the liabilities of the owners are limited to the assets in the company and their personal assets are protected from business liabilities. A Bangladeshi Limited Liability Company can be – i) a private limited company; or ii) a public limited company.

PRIVATE LIMITED COMPANY

A private limited company is a limited liability company in which the shares are held by less than 50 persons and are not available to general public. Most privately incorporated businesses in Bangladesh are registered as private limited companies. The shareholders of a private limited company can either be individuals or corporate entities or both. A private limited company is the most advanced, flexible, and scalable type of business incorporation in Bangladesh. It’s also the most preferred type of Bangladesh business entity for serious entrepreneurs (as opposed to sole proprietorship or limited liability partnership). For more detailed information about private limited companies, refer to company registration in Bangladesh guide.

WHY ENTREPRENEURS PREFER PRIVATE LIMITED COMPANY:

• Separate Legal Entity: A private limited company has its own legal identity, separate from its shareholders and its directors. It can acquire assets, go into debt, enter into contracts, sue or be sued in its own name.
• Limited Liability: The liability of the shareholders to contribute to the debts of the company is limited to the amount that they each agreed to contribute as capital to the company.
• Perpetual Succession: The Company’s existence does not depend on the continued membership of any of its shareholders. Ease of transfer of shares or changes in shareholders ensures that company continues to exist even in the event of death, resignation, or insolvency of shareholders or directors.
• Ease of raising capital: You can raise capital for expansion or other purposes by bringing in new shareholders or issuing more shares to existing shareholders. Investors are more likely to purchase shares in a company where there usually is a separation between personal and business assets. Also, most banks prefer to lend money to limited companies.
• Credible Image: As an incorporated business entity, it commands a better image than a sole proprietorship or a partnership firm, and investors will be more willing to become part of the company as it demonstrates a vision to grow and expand. As a private limited company, your business will be taken more seriously by your potential clients, suppliers, bankers, and other professionals you will be dealing with.
• Easier transfer of Ownership: Ownership of a company may be transferred, either wholly or partially, without disrupting operations or the need for complex legal documentation. This can be done through the selling of all or part of its total shares, or through the issue of new shares to additional investors.

PUBLIC LIMITED COMPANY

A public limited company is a limited liability company that may offer its shares to general public. A public limited company must have at least 7 shareholders and is subject to significantly more stringent rules and regulations since they have the power to raise funds from the public. Usually a public limited company is listed on a stock exchange.

 

 

 

AVAILABLE OPTIONS FOR FOREIGN INVESTORS

Foreign investors wishing to setup a presence in Bangladesh, have the choice of setting up a subsidiary, a branch office or a representative office in Bangladesh.

SUBSIDIARY COMPANY

A subsidiary company is a limited liability company incorporated in Bangladesh with the parent company as its shareholder. For most foreign businesses, a subsidiary company is the most preferred choice of registration in Bangladesh.

BRANCH OFFICE

A branch office is a setup in Bangladesh as an extension of its parent company and not as a separately incorporated entity. The liabilities of a branch office extend to its parent company.

REPRESENTATIVE OFFICE

A representative office is registered in Bangladesh as a temporary arrangement for conducting marketing research activities. A representative office does not have any legal status and cannot be engaged in any profit yielding activities. Proprietorship This guide provides information on registration of a sole proprietorship in Bangladesh. To learn about various types of business entities in Bangladesh, refer to start a business in Bangladesh. Sole proprietorship is the simplest form of business structure in Bangladesh. However, it is suitable only for very small single-owner type business that does not carry any risks. Unlike a private limited liability company, a sole proprietorship does not provide limited liability protection and your personal assets are not protected from business risks.   SOLE-PROPRIETORSHIP – KEY FACTS

• A sole proprietorship in Bangladesh does not constitute a separate legal entity therefore it is not distinct from the owner/ proprietor. The business owner is personally accountable for all liabilities incurred during the course of the business.
• Any Bangladeshi citizen of at least 18 years of age is eligible for a sole proprietorship.
• A local commercial address must be provided as the business address for the sole proprietorship.
• Profits of the sole proprietorship are treated as income of the individual who owns the entity, thus it is subjected to a tax rate as that of personal income.
• As a Bangladesh sole proprietorship is not a legal entity, it cannot register another business firm.
• Sole proprietorships do not need to audit their accounts as any profits will be taxed as personal taxes.
• Trade Licenseis the basic requirement for proprietorship.
• Trade License needs to be renewed annually.

  CONSIDERATIONS FOR FOREIGNERS Practically, a sole proprietorship is not an option for foreigners. Foreign business professionals should incorporate a private limited company instead. For further details about private limited companies, refer to company registration in Bangladesh guide.   DOCUMENTS REQUIRED AND REGISTRATION PROCEDURE In order to register a sole proprietorship business in Bangladesh, the following documents/information are required:

• Proposed business name in Bangla
• Description of principal activities
• Local business address for the proposed business in any commercial area.
• Lease/Rent Agreement or title deed for the office address.
• Copy of National ID for the owner.

  SOLE PROPRIETORSHIP ADVANTAGES

• Ease of setting up: It is the easiest and least expensive business structure to set up.
• Owner Control: As a sole proprietor you are in complete control of all the business affairs including decision making.
• No profit sharing: You accrue all income generated by the business.
• Ease of termination: Terminating a sole proprietorship is easier, less time consuming and less expensive than other business entities.
• Least compliance requirements: You are free of the obligation of filing returns annually and only need to renew your membership every year.

  SOLE PROPRIETORSHIP DISADVANTAGES

• No separate legal entity: You are inseparable from your business. This makes you financially and legally responsible for all debts and legal actions against the business.
• Unlimited liability: Creditors may sue you for debts incurred and can also obtain a court order to claim against your personal assets, including your property.
• No corporate tax benefits or incentives: Taxes are determined at your personal income tax rate and you do not enjoy special tax benefits that are available to a private limited company.
• Limited capital: Capital is limited to your personal finances and the profits generated by the business. Thus, business expansion is limited and difficult.
• No perpetual succession: The business lives and dies with you as you and the business are one and the same thing. However, after the death of the owner of proprietorship, the successor may continue the business in the same name.
• Low public perception: This entity is the least preferred for serious businesses as nobody would be willing to lend you large sums of money. It is also difficult to attract high-caliber employees, or senior level executives who usually look for a more advanced form of business structure such as a private limited company.
• Sale/transfer of all or part of the business: You can transfer the business only by the sale of business assets.

Partnership

A partnership is a type of business structure where two or more partners start an entity to do business. For a partnership to exist, there must always be two or more partners. A Partnership is defined by the Partnership Act, 1932, (the “Partnership Act”) as ‘the relation between persons who have agreed to share profits of the business carried on by all or any of them acting for all’. This definition gives three minimum requirements to constitute a partnership:

1. there must be an agreement entered into orally or in writing by the persons who desire to form a partnership,
2. the object of the agreement must be to share the profits of business intended to be carried on by the partnership, and
3. the business must be carried on by all the partners or by any of them acting for all of them. The term ‘person’ is not defined by the Partnership Act.

It is not compulsory to register your partnership firm as there are no penalties for non-registration. However, it is advisable since the following rights are denied to an unregistered firm:

• A partner cannot file a suit in any court against the firm or other partners for the enforcement of any right arising from a contract or right conferred by the Partnership Act
• A right arising from a contract cannot be enforced in any Court by or on behalf of your firm against any third party
• Further, the firm or any of its partners cannot claim a set off (i.e. mutual adjustment of debts owned by the disputant parties to one another) or other proceedings in a dispute with a third party.

 

PARTNERSHIP – QUICK FACTS

LIABILITY

• A partnership is considered as a separate legal identity (i.e. separate from its owners) in Bangladesh only if the partnership is registered.
• All the partners of a partnership are liable severally and jointly for the liability of the partnership.
• The concept of Limited Liability Partnership does not exist in Bangladesh.

TAXATION

From a tax perspective, partnerships in Bangladesh are not taxed at the entity level and profits are treated as part of each partners’ personal income and are taxed at personal income tax rates.

MEMBERS & MANAGEMENT

• There must be a minimum of 2 partners and maximum of 20 partners.
• The partners can be natural persons or companies.
• Unlike private or public limited companies, a partnership in Bangladesh does not have directors, shareholder or secretary, instead the partners own and run the business.

PARTNERSHIP – DOCUMENTS REQUIRED

In order to register a partnership in Bangladesh, the following information/documents are needed:

• Proposed partnership name;
• Partnership agreement duly notarized;
• Form I;
• Particulars of the partners;
• Residential address of the partners;
• Details of the registered address for the partnership; and
• Percentage of the share of profit of each partner.

PARTNERSHIP – REGISTRATION PROCEDURE

A partnership may be registered with Registrar of Joint Stock Companies and Firm of Bangladesh (“RJSC”). The partnership registration process consists of two steps: a) name reservation; and b) registration of the entity. Under normal circumstances, a partnership registration can be completed within one/two days.

STEP 1- CHOOSING THE PARTNERSHIP NAME

The partners are free to choose any name as they desire for their partnership firm subject to the following rules:-

• The names must not be too identical or similar to the name of another existing firm doing similar business so as to lead to confusion. The reason for this rule being that the reputation or goodwill of a firm may be injured, if a new firm could adopt an allied name.
• The name must not contain certain words expressing or implying the sanction, approval or patronage of Govt.

Once you select a name, you should apply for name clearance using the website of RJSC.

STEP 2 – PREPARE A PARTNERSHIP DEED

You should prepare a partnership deed. Usually, a partnership deed contains the following clauses:

• Name and Address of the firm as well as all the partners;
• Nature of business to be carried on;
• Date of Commencement of business;
• Duration of Partnership (whether for a fixed period/indefinite time);
• Capital contribution by each partner;
• Profit sharing ratio among the partners;
• Rules to be followed in case of retirement, death and admission of a partner; and
• The above are the minimum essentials which are required in all partnership deeds. The partners may also mention any additional clauses.

The Partnership Deed should be on a stamp paper in accordance with the Stamp Act and should be signed by all partners. Then it should be notarized.

STEP 3- REGISTER PARTNERSHIP DEED WITH RJSC

The partnership deed and filled up Form I should be filed with RJSC. These documents will be reviewed by the officials of the RJSC. When the officials are satisfied with the points stated in the partnership deed, he shall record an entry of the statement in a register called the Register of Firms and issue a Certificate of Registration.   Company Registration   This guide will provide you a detailed overview of company registration requirements, procedure, and timeline for registering a private limited company in Bangladesh. Like most other jurisdictions, Bangladesh has a set of initial and ongoing regulatory compliance requirements for starting and operating a company.  When considering the registration of a new company or relocation of your existing company to Bangladesh, note that most Bangladeshi companies are registered as private limited liability companies (commonly known as private limited companies). A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person (foreign or local) above the age of 18 can register a company in Bangladesh.

PRE-REGISTRATION – WHAT YOU NEED TO KNOW

KEY FACTS ABOUT COMPANY FORMATION

Company Name.  The name must be approved (cleared) before incorporation of the company in Bangladesh. Directors.  Minimum two directors are mandatory. Directors can be either local or foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. The law requires that a director must own qualification shares stated in the Articles of Association. A shareholder which is not a natural person (i.e. a company) can select nominee director. Shareholders.  A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing shares can be transferred to another person anytime after the Bangladeshi company has gone through the incorporation process. Authorized Capital. You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain unissued. There is no minimum or maximum limit for authorized capital in Bangladesh. Paid-up Capital.  Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased anytime after the incorporation of the company. Registered Address.  In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box. Memorandum and Articles of Association. The company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA).

CONSIDERATIONS FOR FOREIGNERS

Foreigners wishing to open a Bangladesh company, must take into consideration the following points:

• You must open a bank account in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC)e. the registrar of companies and bring in the initial paid up capital. This is a mandatory for company incorporation in Bangladesh.
• All company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose.
• All the director and shareholders can be foreigner.
• There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis.
• If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit.

REQUIRED DOCUMENTS

For the purpose of company incorporation in Bangladesh, the following information is required by the company registrar:

• Company Name. A name clearance must be obtained.
• Memorandum of Association and Articles of Association.RJSC requires that the object clause in the MoA to be within 400 words and 7 clauses.
• Shareholders Particulars(National ID if the shareholder is a Bangladeshi)
• Directors Particulars(including Tax Identification Number)
• Registered Address
• Singed Form IX and Subscriber Page. Scanned copy in pdf will be required.
• For foreigners:Copy of passport of shareholder and director.

REGISTRATION PROCEDURE

There are three distinct steps involved in the Bangladeshi company setup procedure: a) Name Clearance; ii) Bank account opening and bringing in the paid up capital; and finally b) Company Registration. Step ii is only applicable if there is any foreign shareholder in the proposed company.

STEP 1: NAME CLEARANCE

To set up a Bangladesh company, your first step would be to obtain a name clearance for the proposed company name. You will have to visit www.roc.gov.bdand create a username first. Then you will be able to apply for name clearance. After you made the application for name clearance, you will receive a bank payment slip and you will have to pay Taka 600 to the designated bank. After making the payment, you will have to log in to your account on the RJSC website and then you will get the name clearance.. To improve your chances of quick name approval, make sure the name:

• is not identical or too similar to any existing local company names
• does not infringe with any trademarks
• is not obscene or vulgar
• is not already reserved

An approved name will be reserved for 6 months from the date of clearance. You can extend the name by filing an extension request just before the expiry date.

STEP 2: BANK ACCOUNT OPENING AND BRINGING IN THE PAID UP CAPITAL

This step is only applicable if the proposed company has foreign shareholding. Next, you will have to open a bank account in the proposed company name with any scheduled bank in Bangladesh. After opening the account, you will have to remit money equal to the shares to be owned by the foreign shareholder from outside Bangladesh in the account. The Bank will issue an Encashment Certificate which will be required by RJSC for incorporation.

STEP 3: REGISTER COMPANY

The last step is to submit all the required information in the RJSC’s website. Also you will be required to upload Form IX and Subscriber Page. After you finish all the process, you will receive a bank payment slip for paying the registration fees along with stamp duty. After making the payment in the bank, you are done. Now you will have to follow up with the RJSC for obtaining the incorporation certificate. RJSC officials will check the documents and information. If they are satisfied, they will issue the digitally signed i) Certificate of Incorporation; ii) MoA and AoA; and iii) Form XII. These documents will be mailed to your email address associated with your RJSC account. There are cases when the incorporation procedure can get delayed if the shareholders or directors are of certain nationalities, although this happens in rare cases only. In such cases, the authorities might ask for additional information.

POST-REGISTRATION FORMALITIES

DOCUMENTS ISSUED BY RJSC:

• Certificate of Incorporation: RJSC will issue a Certificate of Incorporation of the company. The certificate will have the registration number, name of the company and the date of incorporation.
• Form XII: Form XII contains the list of directors of the incorporated company.
• Certified copies of MoA and AoA

Some of the other items you will almost certainly need upon registration of your Bangladeshi company include:

• Share certificates for each of the shareholders.
• Register for shareholders, shares, directors etc.
• Company seal for the company
• A rubber stamp for the company

APPLYING FOR TRADE LICENSE, TAX IDENTIFICATION NUMBER AND OTHER LICENSES

After the incorporation, you should buy a commercial space or rent some space in any commercial area. Then you need to apply for Trade License and Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses.

RETURN FILING REQUIREMENTS

Annual Return:  Each calendar year, an Annual General Meeting must be held. The AGM must be conducted within 18 months of company incorporation, after which no more than 15 months can elapse between one AGM and the next. Regular Return: In case of any change in the board of directors or in the shareholding structure or any other change, a relevant return must be filed with the RJSC within a certain period of time.   

How to change name of a Company

Any company may, by special resolution and subject to the approval of the Registrar of Joint Stock Companies and Firms, change its name. The change of name will not change any rights or obligations of the company, or render defective any legal proceedings by or against the company; and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

FIRST STEP: SELECTION OF A NAME

The availability of the new proposed name should be check on the website of RJSC. If the name is available, a name clearance should be obtained. Please see this guide for obtaining name clearance. RJSC might reject the proposed name if the name falls under the following categories:

• if it is identical with or too nearly resembles, the name of an existing company;
• if it contains part or any abbreviation of the name of a government organization and any international organizations.

SECOND STEP: BOARD MEETING

A board meeting should be held to approve the proposed name. In the same meeting, the board should also call an Extra Ordinary General Meeting as the matter requires approval of the shareholders.

THIRD STEP: EXTRA ORDINARY GENERAL MEETING

In the general meeting a special resolution should be passed approving the proposed name. A copy of the resolution passed in the meeting must be filed with RJSC within 15 days of such meeting along with Form VIII.

FORTH STEP: APPLICATION TO RJSC

An application should be made to the Registrar for his/her approval to the proposed change of name. There is no prescribed form for such application, a simple application on the letterhead of the company is sufficient.

FRESH CERTIFICATE

After the Registrar approve the new name, RJSC will issue a new certificate of Incorporation. However the registration number of the company will not change. The new certificate confirms the change of the name. After RJSC issues the fresh certificate, the change should be noted in the Memorandum and Articles of Association, all documents, letterheads, seal, sign board etc. The change should be noted in the share certificate.

LICENSES

The company should get licenses, permits etc. amended by changing the new name for the old name therein.

How to transfer shares of a Bangladeshi company

Shares in a company registered in Bangladesh is a movable property and transferable in a manner provided in the Articles of Association of the company. Below we have described the procedure of transferring shares of a private limited company registered in Bangladesh.

KEY HIGHLIGHT

• In a private limited company, the right to transfer shares may be restricted.
• There is a prescribed form for share transfer known as Form 117.
• Applicable stamp duty must be paid for transfer of shares.

FIRST STEP: CHECK FOR RESTRICTION IN THE ARTICLES AND/OR OTHER AGREEMENTS, LICENSES, PERMITS, APPROVALS.

SHARE TRANSFER RESTRICTIONS IN ARTICLES OF ASSOCIATION

The share transfer in a Private Limited Company can be restricted by the Articles of Association (AOA). Hence, the Articles of Association of the Company must be reviewed before beginning the share transfer procedure. It is common in Bangladesh that the company’s articles of association usually contain pre-agreed procedures set out that are required to be followed for any transfer of shares in the company. Restrictions on right of the shareholders to transfer shares are usually in the form of pre-emption. Which means that if a shareholder wishes to sell some or all of his shares, such shares must first be offered to other existing members of the private limited company at a price determined by the Directors or the Auditor of the Company. In no existing shareholder is interested, then shares of the Company can be freely transferred to an outsider. If there is any restriction or special procedures, those restriction or procedure must be followed for any share transfer.

SHARE TRANSFER RESTRICTIONS IN ANY LAWS, AGREEMENT, LICENSE, PERMIT, APPROVAL

All the license, permits, agreement etc. should be checked for any restriction imposed on the transfer of shares of the company. If there is any restriction, prior approval should be obtained.

STEP 2: NOTIFY THE COMPANY.

The shareholder planning to transfer the shares should serve notice in writing to the Board of Directors of the Company about intention to transfer share of the company. The Director may have the powers to refuse registration of transfer of shares under certain circumstances – prescribed in the Articles of Association. The Board of Directors should hold a board meeting and approve the transfer of the shares. The Director should also issue a certificate in this regard.

STEP 3: PAYMENT OF THE PRICE OF THE SHARES

Once the company provides its approval, the payment of the price of the shares should took place. If both the buyer and seller are local or foreigner, no proof of the payment is required. However, if the seller is a Bangladeshi and the buyer is a foreigner, Registrar of Joint Stock Companies and Firms (RJSC) will require bank encashment letter for the share transfer.

STEP 4: EXECUTE THE FORM 117 AND PAYMENT OF STAMP DUTY

Once the above steps are completed, the shareholder who is transferring the shares should visit Registrar of Joint Stock Companies and Firms (RJSC) and should sign the Form 117 at the presence of the officials of the RJSC. Other required documents should also be supplied to RJSC. Stamp duty is payable on the face value of each share. Once the Form 117 is signed, a copy of the same should be delivered to the Company.

STEP 5: AMENDMENT OF THE REGISTRAR BOOKS AND ISSUANCE OF SHARE CERTIFICATE

Once the above steps are done, the company should update their share registrar, share transfer registrar, minutes registrar and issue a share certificate in favor of the new shareholder or amend the existing share certificate to reflect the changes.

REQUIRED DOCUMENTS:

• Form 117;
• Affidavit by the seller;
• Board Resolution by the company approving the transfer of the shares; and
• Certificate of Transfer of Shares.

Depending on the situation, other documents might be required. Object clause amendment in the MoA An objects clause is a provision in a company’s Memorandum of Association stating the purpose and range of activities for which the company is carried on. The purpose of the object clause is to outline and limit the activities which the company is permitted to undertake. Anything which exceeds those limits is ultra vires (beyond the legal power or authority) of the company and may be void. Below we have describe the process of amending the object clause of a company registered in Bangladesh. STEP 1: BOARD MEETING EXTRA ORDINARY GENERAL MEETING A board meeting should be called and in the meeting, the directors will approve the proposed alteration and convene an extra ordinary general meeting (EGM). A 21 days’ notice should be provided for the EGM, unless the shareholders consent to a short notice. At the EGM, a special resolution approving the alternation should be passed. Returns of the special resolution should be filed with the RJSC along with Form VIII. Documents: Notice of the meeting and resolution (both for Board Meeting and EGM) and certified copies of Form VIII. STEP 2: APPLICATION TO THE HIGH COURT DIVISION An application should be prepared for filling with the designated Company bench of High Court Division of the Supreme Court of Bangladesh. The application should be supported by an Affidavit. The application should contain the proposed object clause(s), justifying the desired changes sought for in object clauses. It is customary to provide a brief history of the shareholding structure of the company from the inception to the date the filling. Documents: Application, Certificate of Incorporation and Certified copies of the MoA and AoA, Latest certified copies of Schedule X of at least two years and Form XII, Notice and Minutes of EGM, Letter of Authorization (if required). STEP 3: ADMISSION HEARING After filling of the application, the Bench officer will assign a matter number to the application. The matter will appear in the daily cause list of the Court and in time the matter will be heard by the Court. After hearing and upon perusal of documents, the Court may admit the matter. If admitted, the court will direct to publish a legal notice in two daily newspapers in respect of the admitted matter, and to serve a notice to the Registrar of Joint Stock Companies and Firms (RJSC). STEP 4: PUBLICATION OF THE LEGAL NOTICE AND AFFIDAVIT OF COMPLIANCE Pursuant to the order of the Court, legal notice should be published in the designated newspapers and copies of newspaper carrying the advertisement shall be collected. An affidavit of compliance is required to be submitted to the court along with the copy of the legal notice published earlier on the specified newspaper in time specified by the court. Upon submission of the documents, the case would be appeared on the daily cause list of the court for hearing. STEP 5: HEARING AND DONATION Upon hearing, if the court thinks proper, the court may pass final order. It is customary for the court to require some donation to some charitable organization. The court may fix the donation amount and the charitable organization. After making the payment to the charitable organization and submitting compliance in this regard before the court, the final order will be supplied to the petitioner. STEP 6: SUBMISSION WITH THE RJSC. The final order of the court is required to be submitted with the RJSC and RJSC will issue the amended MoA and AoA.

Winding up of a company in Bangladesh

In Bangladesh, the winding up of a company may be either –

1. Voluntary; or
2. By the court; or
3. Subject to the supervision of the court.

Voluntary winding up is usually undertaken by solvent companies, except in the case of creditor’s voluntary winding up. Below we have described the process of voluntary winding up by passing a special resolution.

PROCEDURE FOR VOLUNTARY WINDING UP:

FIRST STEP: PREPARING DOCUMENTS:

DECLARATION OF SOLVENCY

A declaration of solvency has to be prepared and signed by the directors. The declaration will contain statement of the company’s assets and liabilities as at the latest predictable date before making of the declaration. The declaration will also state that the company has no debts or that it will be able to pay its debt in full within such period not exceeding there years from the commencement of the winding up. The declaration must be verified by an affidavit to the effect that the directors have made a full inquiry into the affairs of the company. The declaration will be signed by all the directors of the company or, in the case of a company having more than two directors, the majority of the directors.

ACCOUNTS AND AUDIT

Profit and Loss Account and audited Balance Sheet will be prepared up to the latest predictable date as mentioned above and audited. Auditor’s report should be obtained.

SECOND STEP: BOARD MEETING AND EXTRA ORDINARY GENERAL MEETING

BOARD MEETING

A Board meeting will be convened pursuant to the rules of Companies Act and Articles of the company. Majority of the directors should be present at the meeting. In the meeting, the directors will approve:

1. Audited accounts;
2. The declaration of the Directors;

The directors will also call an extra ordinary general meeting for passing the special resolution to wound up the company. After the meeting, the declaration and the affidavit (prepared in the first step) should be notarized.

FILLING OF THE DECLARATION WITH THE RJSC

The declaration should be filed with the Registrar of Joint Stock Companies and Firms within 5 weeks from the date of the declaration.

EXTRAORDINARY GENERAL MEETING

The extraordinary general meeting will be held and the special resolution will be passed. The special resolution will approve the – i) winding up; ii) appointment of the liquidator and fix the liquidator’s remuneration.

FILLING WITH RJSC

The content of the extraordinary general meeting (along with Form VIII) and the appointment of the liquidator will be filed with the RJSC.

THIRD STEP: APPOINTMENT OF LIQUIDATOR

LIQUIDATOR

Immediately after the special resolution is passed, the liquidator will accept the appointment and will assume office and ensure that RJSC is notified about his/her appointment. Within thirty days after liquidator is appointed, the liquidator will give notice of his appointment as such to the Deputy Commissioner of Taxes having jurisdiction to assess the company.

GAZETTE PUBLICATION:

Notice of any special resolution or extraordinary resolution for winding up a company voluntarily shall be given by the company within ten days of the passing of the same by advertisement in the official Gazette, and also in a newspaper, if any circulating in the district where the registered office of the company is situate. The appointment of the liquidator should also be mentioned in the advertisement.

AGM (IF REQUIRED)

In the event of the winding up continuing for more than one year, the liquidator shall arrange an Annual General Meeting of the company at the end of the first year from the commencement of the winding up and of each succeeding year, or as soon thereafter as may be convenient within ninety days, of the close of the year, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the proceeding year and a statement in the prescribed form containing the prescribed particulars with respect to the position of the liquidation.

FORTH STEP: FINAL MEETING AND FILLING WITH THE RJSC

FINAL ACCOUNT

The liquidator will prepare a final account of the winding up showing how the winding up has been conducted and the assets of the company has been disposed of. Then s/he will call an extra ordinary general meeting.

EXTRA ORDINARY GENERAL MEETING

Notice of the meeting will be given by advertisement specifying the time, place and object of the meeting not less than one month before the meeting in the official gazette and also in a newspaper circulating in the district where the registered office of the company is situated. In the extra ordinary general meeting, a special resolution will be passed relating to the disposal of the books and papers of the company.

FILLING

A return of the winding up meeting will be filed with the Registrar of Joint Stock Companies and Firms within one week of the meeting. After holding of the final meeting and the submission of the documents to the Registrar, the legal entity of the company will be dissolved.     Learn More About us

Introduction: We need to take registration from the Register of Joint Stock Companies and Firms (RJSC) when we form a company. We think Bangladesh is a suitable place to form a new business and to get more profit. We generate an idea and form a business then we have to register our business from RJSC. RJSC is the only authority to approve registration certificate of incorporation certificate of a company in the country. After collecting name clearance certificate to prepare Company’s Memorandum of Association and Articles of Association by following Company Act 1994. Memorandum of Association describes all kind of business activities and services where company can perform and mentioning number of shares of every Director, Chairmen, Managing Director and Share holders. Articles of Association expresses all kinks of internal activity as like material work, office stuff’s duty, official manner and so on. Also mentioning here number of occupying share of each Director, Chairman, Managing Director &Share holder’s and qualifying share of Directorship written down authorized capital and paid up capital of the Company. Definition: A company is an association or collection of individuals, whether natural persons, legal persons, or a mixture of both. Company members share a common purpose and unite in order to focus their various talents and organize their collectively available skills or resources to achieve specific, declared goals. Company is a voluntary association of persons formed for the purpose of doing business having a distinct name and limited liability. It is a juristic person having a separate legal entity distinct from the members who constitute it, capable of rights and duties of its own and endowed with the potential of perpetual succession. The Companies Act, 1956, states that ‘company’ includes company formed and registered under the Act or an existing company i.e. a company formed or registered under any of the previous company laws.However, company is not a citizen so as to claim fundamental rights granted to citizens.         Registering Private limited company in Bangladesh To register a company manually, one has to go to RJSC office and fill the application form. One can also register through website of the office of the Registrar of Joint Stock Companies and Firms (RJSC). The web address is www.roc.gov.bd Steps of forming a company in Bangladesh Name clearance: RJSC name clearance is the first stapes for a company formation or registration to start business in Bangladesh. RJSC (The Registrar of Joint stock Companies and Firms) is the only legal authority to issue Name Clearance Certificate. Name Clearance Terms and Condition:

1. The same name is not applicable for Company / formation in Bangladesh, (Which is certified by RJSC). Its hearing sound, written style and sight will not be same all the way.
2. Name could not be similar with international company , organization, social & Cultural organization.
3. Name cannot be permissible any existing company , business body, Social, Cultural, Entertainment & Sporting organization’s name.
4. Company’s name will not be similar Govt. Organization or Company.
5. Nationally fame person’s name or famous family’s name need to permission from particular person and take permission to Government.
6. If you interested to take freedom fighter related name for your company must be essential approval of Freedom Fighter Ministry of Bangladesh.
7. Company’s name could not be similar of Govt. development program or development organization.
8. No name will applicable of political party’s slogan, political party’s name and program which are existing now.
9. Slang word, Rebuke or……possible for company formation in Bangladesh.
10. Cannot select any name which is broken Social, Religious and national harmony.
11. Earlier established (at least 10 years old) Social organization’s real name, to attend personally with organizing Committee resolution for registration of social organization’s real name.
12. Social, cultural & sporting Organization’s can be limited company by taking Ministry permission otherwise not possible to do.
13. Violating any name clearance terms & conditions R, RJSC can change providing name and if name is unchanged a certain time, Registration number will be acquainted of the company.
14. Only name clearance is not final settlement of Company Registration/Formation first stapes.

At first you select a name of your company than submit RJSC and pay 600 (Six Hundred) taka to schedule authorized bank of name clearance cost. If you get name clearance from RJSC of submitting company’s name, and make Memorandum of Association & Article of Association. Memorandum of Association describes all kinds of business & activities which will be operate by the company and mentioned of shares distribution of every Director and share holders. All share holder, director, managing director, Chairman signed it for their proposed share.   Article of Association basically written down legal and administrative activities of the company, as like borrowing powers, power of chairman, managing director, director and share holders, general meeting procedure, quorum of meeting, vote of member’s, qualification shares of directors, quorum of board meetings, number of share of directors and share holder’s and all other operating activities which followed by Company Act 1994.     After filling up the form you need to click the submit button then you will get a conformation message like are you successfully registered or not. Registration

• Click the print icon(s) under the Print Preview to preview the documents submitted online. Make sure data is correct, to submit them and pay the application fee at BRAC Bank.
• Click the Continue button and you will see the Submission and Payment Reference page

  Submission and Payment

• Congratulations! You have successfully completed the online submission of Registration Application.
• Please retain this submission reference for future reference.
• You can Edit your submission (if you so decide) prior to submission documents.
• Click Back to Home to go the home page.

Print Submissions For printing, please follow the guidelines hereinafter:

• Click the ‘Print Registration Documents’ option under Registration of home page.

As prompted, enter your submission number and you will be given the option for printing Memorandum of Association:         Articles of Association:    

• Write “clause 1” then Click “Add Clause (1)” button to add clause. To enter similar clause one by one. To delete entered information of a clause, click “delete clause (…)” link.
• After complete the “AOA” page press SUBMIT button to back Registration Application page.

Applicable fees for Registration:

To apply for Name Clearance, Registration, Certified Copies and to submit returns, fees and stamps are to be provided as under:
	fees of Name Clearance
		For NC clearance: @ BDT 600.00 for each of the proposed names.
		For time extension: @ BDT 100.00 for each time extension application.

 

	Stamps and Fees of Registration
	PRIVATE COMPANY (Companies Act, 1994)
		Stamps
			For affixing on the Memorandum of Association: BDT 500.00

For affixing on the Articles of Association:

For Authorized Capital	Stamp (BDT)
Up to 10,00,000.00	2,000.00
10,00,000.00 up to 3,00,00,000.00	4,000.00
More than 3,00,00,000.00	10,000.00

 

Registration fee
			For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00

For the authorized share capital:

Authorized Capital (BDT)	Fee (BDT)
Up to 20,000.00	360.00
Additional for every  10,000.00 or part after first 20,000.00 up to 50,000.00	180.00
Additional for every  10,000.00 or part after first 50,000.00 up to 10,00,000.00	45.00
Additional for every  10,000.00 or part after first 10,00,000.00 up to 50,00,000.00	24.00
Additional for every  1,00,000.00 or part after first 50,00,000.00	45.00

Return Filling:

a.	Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing).
b.	There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity
c.	Entities submit returns for filing at RJSC.
d.	Entities pay filing fee and late filing fee (if applicable) to RJSC counter
e.	RJSC scrutinizes returns.
f.	In case of any incomplete/incorrect submission, RJSC notifies the  entity for remedial measures.
g.	RJSC archives approved returns.
	Returns to be Submitted
	PRIVATE COMPANY (Companies Act, 1994)
	Private companies are to submit the following returns for filing.
	a.	Annual Returns
		i.	Schedule X – Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
		ii.	Balance Sheet: to be filed within 30 days of AGM
		iii.	Profit & Loss Account: to be filed within 30 days of AGM
		iv.	Form 23B Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
	b.	Returns for Change
		i.	Filled in Form III – Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
		ii.	Filled in Form IV – Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
		iii.	Filled in Form VI – Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
		iv.	Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc : to be filed within 15 days of the meeting [Section 88 (1)].
		v.	Filled in Form IX – Consent of Director to act: to be filed within 30 days of appointment [Section 92].
		vi.	Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
		vii.	Filled in Form XV – Return of allotment: to be filed within 60 days of allotment [Section 151].
		viii.	Filled in Form XVIII – Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
		ix.	Filled in Form XIX – Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319].
		x.	Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
		xi.	Filled in Form 117 – Instrument of Transfer of Shares.
		xii.	Digital copy of original Memorandum & Articles of Association

Winding Up:

1.	Mode of Winding Up
	The Winding up of a company may be either
	i.	By the court; or
	ii.	Voluntary
	a.	Sub-Divisions of Voluntary Winding Up
		i.	MembersVoluntary Winding Up: wherein a declaration of solvency to pay debts is made
		ii.	CreditorsVoluntary Winding Up: wherein a declaration of solvency is not made
		iii.	Subject to supervision of court:wherein a company has resolved to wind up voluntarily and the court makes an order on consideration of a petition by the member (s) or the creditor (s) that the Voluntary Winding up shall continue but subject to supervision of the court
2.	Winding Up by the Court
	i.	The Company or any creditor or creditors or the Registrar submits petition to the court for Winding up of the company by the court.
	ii.	Winding up of a company by the court is deemed to commence at the time of presentation of the petition for the Winding Up.
	iii.	The petitioner/the company files with the Registrar a copy of the Court order within thirty (30) days of the court order.
	iv.	The Registrar notifies in the official gazette that such a court order has been made.
	v.	The court may, at any time after an order for Winding up, in consideration of an application of any creditor or contributor, make an order staying the Winding up proceedings either altogether or for limited time.
	vi.	The court may appoint other than the official receiver a person or persons as official liquidator or liquidators for the purpose of conducting the proceedings of winding up.
	vii.	The official liquidator files with the Registrar audited accounts.
	viii.	When the affairs of the company is completely wound up the official liquidator files with the Registrar court order of dissolution within fifteen (15) days of such an order.
3.	Voluntary Winding Up
	i.	A company may adopt resolution, special resolution or extraordinary resolution for Voluntary Winding up.
	ii.	A Voluntary Winding up is deemed to commence at the time of passing of the resolution.
	iii.	The company within ten (10) days of resolution notifies in the official gazette and in newspaper that such a resolution has been taken..
	iv.	Members Voluntary Winding up: In this case, prior to passing of the resolution of Voluntary Winding up, the directors at a meeting make a declaration of solvency that the company is capable to pay its debts within a period not exceeding three (3) years. The declaration is filed with the Registrar.
	v.	Creditors Voluntary Winding up: In this case, a declaration to pay debts is not made.
	vi.	The company shall appoint one or more liquidators.
	vii.	As soon as the affairs of the company are fully wound up and final meeting held, the liquidator within one (1) week of the meeting files with the Registrar final accounts and returns of the final meeting.
	viii.	The company shall be deemed to be dissolved on expiration of three (3) months of registration of returns of the final meeting.
	ix.	The dissolution period may however be extended by the court on consideration of any petition.
	x.	Winding up subject to supervision of court: At any stage of the Voluntary Winding up process, the court may make an order, on consideration of a petition by the member (s) or the creditor (s), that the Voluntary Winding up shall continue but subject to supervision of the court.

Issuance of Certified Copies:

a.	RJSC is the sole authority that keeps records of all registered entities (companies, trade organizations, societies and partnership firms).
b.	Anyone can apply for certified copy of any of such records of an entity
c.	However, the profit & loss account of a company is not open to all. Only authorized personnel of the respective company can apply for it.
d.	On receipt of an application and requisite fee, RJSC issues certified copy of the records applied for.
	Documents Constituting an Issuance of Certified Copies Application
	One applies for certified copy of record (s) through website
	Documents for which certified copies are issued
	PRIVATE COMPANY (Companies Act, 1994)
	a.	Identified by unique nature
		i.	Articles of  Association or part thereof
		ii.	Memorandum of Association or part thereof
		iii.	Certificate of incorporation
		iv.	Declaration on registration of company
		v.	List of persons consenting to be directors (1st Directors)
	b.	Identified by the applicable year
		i.	Annual summary of share capital and list of shareholders, Directors
		ii.	Balance Sheet
		iii.	Profit & Loss Account (only to the authorized person of the respective company)
		iv.	Notice by Auditor
	c.	Identified by the effective date
		i.	Notice of consolidation, division, subdivision or conversion into stock of shares
		ii.	Notice of increase of share capital
		iii.	Notice of situation of registered office and of any change therein
		iv.	Special Resolution/Extraordinary Resolution
		v.	Consent of director to act
		vi.	Particulars of the Directors, Manager and Managing Agents and of any change therein
		vii.	Return of allotment
		viii.	Particulars of mortgage or charges
		ix.	Particulars of modification of mortgage or charge
		x.	Memorandum of satisfaction of mortgage charge
		xi.	Instrument of Transfer of Share
		xii.	Alteration of Memorandum of Association
		xiii.	Alteration of Articles of Association
		xiv.	Name change
		xv.	Conversion of private company into public company
		xvi.	Certificate of Registration of mortgage or charge
		xvii.	Certificate of Registration of modification of mortgage or charge
		xviii.	Certificate of Registration of satisfaction of mortgage or charge
		xix.	Struck off certificate
		xx.	Wound up certificate

 

Struck Off:
	i.	Where the Registrar has reasonable cause (like annual returns are not submitted for a long period etc.) to believe that a company is not carrying on business or in operation, sends to the company a notice (1st notice) inquiring whether the company is carrying on business or in operation.
	ii.	If the Registrar does not within thirty (30) days of sending the notice receive any answer thereto, shall within fourteen (14) days, after the expiration of the said thirty (30) days send to the company a 2nd notice stating that if an answer is not received to the 2nd notice within thirty (30) days from the date thereof, a notice will be published in the official Gazette with a view to striking the name of the company off the register.
	iii.	If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or does not within thirty (30) days after sending the 2nd notice receive any answer, he may publish in the Official Gazette, and send to the company a notice that, at the expiration of ninety (90) days from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and
	iv.	In such a case the Registrar may send a copy of the notice to the company while sending it to the concerned authority for its publication in official Gazette.

        Conclusion As is documented in this report, failings in institutions, government agencies, legal enforcement, and market behavior have resulted in weak corporate governance in Bangladesh. The report is designed as a diagnostic tool from which a consensus will emerge regarding the way forward for Bangladesh. The authors hope that this report will start a dialogue amongst stakeholders about specific measures that can be taken to improve the transparency and accountability of the corporate sector and strength then institutional support for good corporate governance. At this stage, only very broad recommendations are provided, identifying institutions or sectors that should be studied further. Specific recommendations will be framed in subsequent stages of this project. Corporate Governance is a term that describes the interaction of government regulators, shareholders, and boards of directors, independent observers, auditors, accountants and managers to provide quality Information to shareholders, the market, and society at large. Each stakeholder plays an important part to Creating an environment where transparency and accountability are encouraged, enforced, and rewarded   Reference:

• http://www.roc.gov.bd/
• http://www.rjsc.org/
• http://www.rjsc.org/index.php/rjsc-name-clearance-rjsc-entity-name-search
• http://shailallb.blogspot.com/2009/01/registrar-of-joint-stock-companies-and.html
• http://en.wikipedia.org/w/index.php?search=steps+of+forming+a+company+in+bangladesh&title=Special%3ASearch&go=Go
• http://www.roc.gov.bd:7781/Guidlines/Download/FORM%20IX.htm
• http://www.roc.gov.bd:7781/Guidlines/Download/FORM%20X.htm
• http://www.roc.gov.bd:7781/Guidlines/Download/FORM%20XII.htm

    Learn More About us

What should I do, if I want to register a company in Bangladesh?   In order to register a company, one has to visit primarily the website of the office of the Registrar of Joint Stock Companies and Firms (RJSC) . The web address is www.roc.gov.bd   What is RJSC?   The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh. The Registrar is the authority of the Office of the Registrar of Joint Stock Companies and Firms, Bangladesh.   Rjsc deal with the following types of entities:  

1. Private companies
2. Public companies

• Foreign companies

1. Trade organizations
2. Societies, and
3. Partnership firms

    RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:  

1. Companies & Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)
2. Societies: Societies Registration Act, 1860

• Partnership Firms: Partnership Act, 1932

    Why is RJSC?   The major functions and activities of RJSC are:  

1. To incorporate Companies (including Trade Organization), Societies and Partnership Firms under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership Act 1932, and –
2. To administer and enforce the relevant statutory provisions of these acts in relation to the incorporated companies (including Trade Organization), societies and partnership firms.

    Where is RJSC and how can I reach RJSC offices?   Currently, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations:  

1. Head Office, Dhaka :

TCB Bhaban (6th Floor), 1 Kawran Bazar, Dhaka – 1215. Tel: 88028189401, 88 02 8189403, Fax: 88 02 8189402, Email: rjsc@roc.gov.bd  

2. Divisional Office, Chittagong :

CDA Annex building (5th floor), Kotowali, Chittagong. Tel: 88 031636225 Fax: 88 02 8189402, Email: rjsc@roc.gov. bd  

3. Divisional Office, Khulna :

16, Barada Datta Lane(opp. power house),Khulna. Tel: 88 041 720217 Fax: 88 02 8189402, Email: rjsc@roc.gov.bd  

4. Divisional Office, Rajshahi :

Sadharan Bima B haban, (7th floor), C&B Mor, Kazihata , Laxmipu r, Rajshahi 6000 . Tel: 88 0721 773396 Fax: 88 02 8189402, Email: rjsc@roc.gov.bd     In near future, RJSC will setup divisional offices in Sylhet, Barisal, Bogra & Comilla.   Administrative Districts Coverage   The offices of RJSC deal with the entities of the following administrative districts of the country:      Dhaka Office      Chittagong Office     Khulna Office     Rajshahi Office     Districts under Dhaka and Sylhet administrative divisions of Bangladesh   (21 nos.).Dhaka, Faridpur, Gopalgonj, Habigonj, Jamalpur, Kishoregonj, Madaripur, Manikgonj, Moulavibazar, Munshigonj, Mymensing, Narayagonj, Narasindi, Netrokona, Rajbari,Shariatpur, Sherpur, Sunamgonj, Syl het & Tangail.         Districts under Chittagong administrative division of Bangladesh   (11 nos.). Feni, Khagrachari, Lakshmipur, Noakhali, Rangamati, Bandarban, Brahman Baria, Chandpur,Chittagong, Comilla & Cox’x Bazar     Districts under Khulna and Barisal administra tive divisions of Bangladesh   (16 nos.) Bagerhat, Chuadanga, Jessore, Jhenaidaha, Khulna, Kushtia, Magura, Meherpur, Narail, Sathkhira, Barguna, Barisal, Bhola, Jhalokathi, Patuakhali & Pirojpur   Districts under Rajshahi administrative division of Bangladesh   (16 nos.)Bogra, Dinajpur, Gaibandha, Joypurhat, Kurigram, Lalmonirhat, Naogaon, Natore,Nawabganj, Nilphamari, Pabna, Panchagarh, Rajshahi, Rangpur, Sirajganj, Thakurgaon,     Which entities RJSC deals with?   RJSC deals with the following types of entities:  

1. Private companies
2. Public companies

• Foreign companies

1. Trade organizations
2. Societies, and
3. Partnership firms

    What is the applicable act for each type of entity?   RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under: Companies and Trade Organizations:  

• Companies Act, 1994 (Amendment of Companies Act 1913)
• Societies: Societies Registration Act, 1860
• Partnership Firms: Partnership Act, 1932

    What is Name Clearance?   This is a pre-requisite for registration of a new company (other than Foreign Company and Partnership firms) or a society or a trade organization.   Promoters of a new entity (company, society or trade organization) apply for and RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type) What is Registration?   Promoters of a new entity apply for and RJSC issues a certificate of incorporation for a new entity upon satisfaction that the application conforms to the provisions of the applicable act and that requisite fees are paid.     What is returns filing?   Registered entities are to file returns in prescribed forms & schedules, and RJSC upon satisfaction approves and archives such records. There are two (2) types of returns, viz., Annual Returns and Returns for any Change in the Entity.     What is Issuance of Certified Copies?   Anyone can apply for certified copy of records of an entity. In response to any such application and after getting requisite payment, RJSC issues certified copy of the historical records of an entity. Profit & loss account is however open to only authorized personnel of the respective entity.     What is winding Up?   A company having resolved to or the court makes an order or Memorandum & Articles of Association provide so for winding up of the company, submits to RJSC documents of winding up procedures and dissolution.   What is struck off?   RJSC strikes off the Register a company’ s name if it is not in operation any more. To which RJSC office shall I submit applications/returns? The offices of RJSC deal with the entities of the following administrative districts of the country.     Dhaka Office     Chittagong Office     Khulna Office     Rajshahi Office     How can I submit applications/returns?   RJSC Computerized Application facilitates online submission of application/returns (through internet). If a RJSC client does not have access to internet (web), s/he may submit applications/returns of the following two (2) ways:  

1. Using kiosks facility at RJSC (also an Online Submission) or
2. Manual Submission at RJSC counter

    What document(s) shall I submit with Name Clearance (NC) application?   Documents Constituting a NC Application. A Name Clearance Application.   What document(s) shall I submit with Registration application?  

1. PRIVATE Company
2. PUBLIC Company
3. FOREIGN Company
4. TRADE Organization
5. SOCIETY
6. PARTNERSHIP Firms

  Documents Constituting a Registration Application for a PRIVATE Company (Companies Act, 1994)  

1. Memorandum & Articles of Association, original + 2 copies
2. Filled in Form I: Declaration on Registration of Company [Section 25].
3. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77]
4. Filled in Form IX: Consent of Director to act [Section 92].
5. Filled in Form X: List of Persons Consenting to be Directors [Section 92]
6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
7. Evidence of Name Clearance.
8. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

  Documents Constituting a Registration Application for a PUBLIC Company (Companies Act, 1994)  

1. Memorandum & Articles of Association, original + 2 copies
2. Filled in Form I: Declaration on Registration of Company [Section 25].
3. Filled in Form VI: Notice of situation of Registered Office and of any change therein [Section 77].
4. Filled in Form IX: Consents of Directors to Act [Section 92].
5. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein [Section 115].
7. Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement In lieu of Prospectus [Section 150]
8. Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
9. Evidence of Name Clearance
10. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

  Documents Constituting a Registration Application for a FOREIGN Company (Companies Act, 1994)  

1. Filled in Form XXXVI – Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.
2. Filled i n Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.
3. Filled in Form XXXVIII – List of Directors and Managers [Section 379].
4. Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].
5. Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
6. Encashment Certificate Obtained From any Scheduled Bank.
7. Permission from Board of Investment of Bangladesh.

  Documents Constituting a Registration Application for a TRADE Organization (Companies Act, 1994)  

1. Memorandum and Articles of Association, original + 2 copies.
2. Filled in Form I: Declaration on Registration of Company [Section 25]
3. Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
4. Filled in Form IX: Consent of Director to act [Section 92].
5. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
7. Government License (Trade License from the Ministry of Commerce).
8. Evidence of Name Clearance.
9. Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

  Documents Constituting a Registration Application for a SOCIETY (Societies Registration Act, 1860)  

1. Memorandum of Association
2. Evidence of Name Clearance.

  Documents Constituting a Registration Application for a PARTNERSHIP Firm (Partnership Act, 1932)  

1. Filled in FORM – I: Statement Containing the Particulars of the Firm for Registration.
2. Deed of Agreement on Partnership.

    What document(s) shall I submit for annual returns?   For PRIVATE Company  

1. Schedule X – Annual summary of share capital and list of shareholders and Directors: to be filed within 21 days of AGM [Section 36].
2. Balance Sheet: to be filed within 30 days of AGM
3. Profit & Loss Account: to be filed within 30 days of AGM
4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].

  For PUBLIC Company  

1. Schedule X – Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
2. Balance Sheet: to be filed within 30 days of AGM.
3. Profit & Loss Account: to be filed within 30 days of AGM
4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
5. Filled in Form IX – Consent of Director to act: to be filed within 30 days of appointment [Section 92]
6. Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change the rein: to be filed within 14 days from the date of appointment or change [Section115].

        For FOREIGN Company  

1. Balance sheet
2. Profit & loss account or income or expenditure account (if not trading for profit).

  For TRADE Organization  

1. Filled in Form IX – Consent of Director to act: to be filed within 30 days of appointment [Section 92]
2. Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115]
3. Balance Sheet: to be filed within 30 days of AGM Income and Expenditure Account

  For SOCIETY  

1. Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.

    What document(s) shall I submit in returns for change?   In case of PRIVATE Company  

1. Filled in Form III – Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
2. Filled in Form IV – Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
3. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
4. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
5. Filled in Form IX – Consent of Director to act: to be filed within 30 days of appointment [Section 92].
6. Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section115].
7. Filled in Form XV – Return of allotment: to be filed within 60 days of allotment [Section 151].
8. Filled in Form XVIII – Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
9. Filled in Form XIX – Particulars of Modification of Mortgage or Charge: to be filed within 21days of the date modification [Section 167(3) & 319].
10. Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to be filed within 21days of the date satisfaction [Section 12 & 391].
11. Form 117 – Instrument of Transfer of Shares. Digital copy of original Memorandum & Articles of Association

    In case of PUBLIC Company  

1. Filled in Form III – Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
2. Filled in Form IV – Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
3. Filled in Form VI – Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
4. Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83].
5. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion onto private company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
6. Filled in Form IX – Consent of Director to act: to be filed within 30 days of appointment [Section 92].
7. Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section115].
8. Filled in Form XV – Return of allotment: to be filed within 60 days of allotment [Section 151].
9. Filled in Form XVIII – Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
10. Filled in Form XIX – Particulars of Modification of Mortgage or Charge: to be filed within 21days of modification [Section 167(3) & 319].
11. Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to be filed within 21days of satisfaction [Section 12 & 391].
12. Filled in Form 117 – Instrument of Transfer of Share. Prospectus for issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141].
13. Prospectus following conversion of Private company into Public company [Section 231]. Digital l copy of original Memorandum & Articles of Association

    In case of FOREIGN Company  

1. Filled in form XL: Notice of alteration in charter, etc. [Section 277].
2. Filled in form XLI: Notice of alteration in the address of the registered or principal office of company [Section 277].
3. Filled in form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)]
4. Filled in form XXXVIII: List of Directors and Managers [Section 379]
5. Filled in form XXXIX: Return of persons authorized to accept service [Section 379].
6. Filled in Form XVIII – Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391]
7. Filled in Form XIX – Particulars of Modification of Mortgage ge or Charge: to be filed within 21days of modification [Section 167(3) & 319]
8. Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to be filed within 21days of satisfaction [Section 12 & 391]
9. Digital copy of original Memorandum & Article s of Association

    In case of TRADE Organization  

1. Filled in Form VI – Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
2. Filled in Form IX – Consent of Director to act: to b e filed within 30 days of appointment [Section 92].
3. Filled in Form XII – Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section115].
4. Filled in Form XVI II – Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
5. Filled in Form XIX – Particulars of Modification of Mortgage or Charge: to be filed within 21days of modification [Section 167(3 ) & 319].
6. Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to be filed within 21days of satisfaction [Section 12 & 391]
7. Digital copy of original Memorandum & Articles of Association

    In case of SOCIETY  

1. Filing of Change of Address
2. Filing of Alteration of Name
3. Digital copy of original Memorandum of Association

    In case of PARTNERSHIP Firm  

1. Filled in Form II – Notice of alteration of name or principal place of business of the firm.
2. Filled in Form V – Intimation for recording of changes in the constitution of a firm [Section 63& Rule 4 (6)].
3. Filled in Form VI – Notice of intimation for dissolution of the partnership firm [Section 63 (1) & Rule (6)]

  What are the applicable fees for Name Clearance (NC)?  

100. For NC clearance: @ BDT 100.00 for each of the proposed names
101. For time extension: @ BDT 100.00 for each time extension application.

    What are the applicable fees for Registration?   Stamps and Fees of Registration     In case of PRIVATE Company (Companies Act, 1994)   Stamps  

500. For affixing on the Memorandum of Association:                         BDT 500.00
501. F or affixing on the Articles of Association:

    For Authorized Capital (in BDT)                                            –  Stamp Fess (in BDT) Up to 10,00,000.00                                                                   –  2,000.00 More than 10,00,000.00 up to 3,00,00,000.00                             –  4,000.00 More than 3,00,00,000.00                                                         –  10,000.00     Registration fee  

200. For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00
201. For the authorized share capital:

    For Authorized Capital (in BDT)                                – Registration Fee ( in BDT) Up to 20,000.00                                                                                                – 360.00 Addl for every 10,000.00 or part after first 20,000.00 up to 50,000.00                  – 180.00 Addl for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00             – 45.00 Addl for every 10,000.00 or part after first 10,00,000.00 up to 50,0 0,000.00        – 2 4.00 Addl for every 1,00,000.00 or part after first 50,00,000.00                                   –  45.00                 In case of PUBLIC Company (Companies Act, 1994)   Stamps  

500. For affixing on the Memorandum of Association:             BDT 500.00
501. For affixing on the Articles of Association:

  For Authorized Capital (in BDT)                                            – Stamp Fess (in BDT) Up to 10,00,000.00                                                                   – 2,000.00 More than 10,00,000.00 up to 3,00,00,000.00                             – 4,000.00 More than 3,00,00,000.00                                                          – 10,000.00   Registration fee   iii.        For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document)                                                              : BDT 1,200.00

1. For the authorized share capital:

  For Authorized Capital (in BDT)                                – Registration Fee ( in BDT) Up to 20,000.00                                                                                                -360.00 Addl for every 10,000.00 or part after first 20,0 00.00 up to 50,000.00                 – 180.00 Addl for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00             – 45.00 Addl for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00         – 2 4.00 Addl for every 1,00,000.00 or part after first 50,00,000.00                                   – 45.00     In case of FOREIGN Company (Companies Act, 1994)  

200. For filing 6 documents (1 memorandum and articles of association @ BDT 200.00 and 5 other documents @ BDT 200.00 per document): BDT 1,200.00

           In case of TRADE Organization (Companies Act, 1994)     Stamps  

500. For affixing on the Articles of Association: BDT 1,500.00

  Registration fee  

200. For filing 6 documents (5 filled in forms @ BDT 200.00 per document plus 1 memorandum & articles of association, @ BDT 200.00): BDT 1,200.00
201. For the number of members of association:

For up to 20:                                                                             BDT 600.00 For more than 20 up to 100:                                                       BDT 1,500.00 For every 100 or part above the first 100 (limited member)         BDT 150.00 For unlimited members                                                             BDT 4,500.00        In case of SOCIETY (Societies Registration Act, 1860)  

250. Registration Fee:                                                 250.00
251. Registration Filing Fee: 0.00

    In case of PARTNERSHIP FIRM (Partnership Act, 1932)  

110. Registration fee:                                                                                  BDT. 110.00

  Fees of Returns Filing   In case of COMPANIES (Private & Public)  

1. Returns Filing

 

200. For filing any document within the schedule time: @ BDT 200.00 per document
201. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document.

   

1. Registration of Mortgage, Debentures and Charges

  Secured Amount (BDT)                                                                                      – Fee (BDT) upto 5,00,000.00                                                                                                           150.00 Addl for every 5,00,000.00 or part after the first 5,00,000.00 upto 50,00,000.00               120.00 Addl for every 5,00,000.00 or part after the first 50,00,000.00                                         60.00       In case of FOREIGN Company  

1. Returns Filing

 

200. For filing any document within the schedule time: @ BDT 200.00 per document
201. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document.

   

1. Registration of Mortgage, Debentures and Charges

  Secured Amount (BDT)                                                                                  – Fee (BDT) upto 5,00,000.00                                                                                               – 150.00 Addl for every 5,00,000.00 or part after the first 5,00,000.00 up to 50,00,000.00  – 120.00 Addl for every 5,00,000.00 or part after the first 50,00,000.00                             – 60.00     In case of TRADE Organization  

1. Returns Filing

 

200. For filing any document within the schedule time: @ BDT 200.00 per document
201. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not exceeding BDT 1,000.00 per document

 

1. Registration of Mortgage, Debentures and Charges

    Secured Amount (BDT)                                                                                  – Fee (BDT) Up to 5,00,000.00                                                                                             – 200.00 Addl for every 5,00,000.00 or part after the first 5,00,000.00 up to 50,00,000.00  – 120.00 Addl for every 5,00,000.00 or part after the first 50,00,000.00                             – 60.00     In case of SOCIETIES  

200. For filing any document: @ BDT 200.00 per document

  In case of PARTNERSHIP Firm

4. For filing Form – 2, 5 or 6:    BDT        00 each.

Stamps and Fees of Issuance of Certified Copies   Private Company, Public Company, Trade Organization and Foreign Company  

1. Non – judicial stamp

 

20. For Memorandum of Association or part thereof:            BDT  00
21. For Articles of Association or part thereof:             BDT 20.00

• For each of other document:              BDT 20.00

 

20. Court fee (stamp) – per application per company: BDT 20.00

 

1. Fees

 

100. For inspection of records:                  BDT 100.00
101. For copy of certificate of incorporation:                                          BDT 100.00

iii.         For copy of certificate of commencement of business:                      BDT 100.00

5. Copying of documents for each 100 words or part:   @ BDT 5.00 subject to

a minimum of BDT 100.00

5. Comparison of document each 100 words or part: @ BDT 5.00 subject to

a minimum of BDT 100.00 of each document   In case of Society  

1. Identified by the applicable year

For Inspection of documents: BDT 1.50 For copy of Annual list of Managing Body: BDT 20.00  

1. Identified by the effective date

For copy of Address: BDT 20.00 For copy of Alteration of Name: BDT 20.00 For copy: BDT 0.50 for each 100 words or part thereof               In case of Partnership firm  

1. Identified by the effective date

 

1. For Inspection o f documents: BDT 1.50
2. For copy: BDT 0.50 for each 100 words or part thereof

    Fees of Winding Up.  

20. For Private and Public Company: BDT 20.00
21. For Trade Organization and Foreign Company: BDT 10.00

    How can I contact RJSC?   At present, RJSC has its head office in Dhaka and three (3) divisional offices in the following locations.  

5. Head Office, Dhaka :

TCB Bhaban (6th Floor), 1 Kawran Bazar, Dhaka – 1215. Tel: 88028189401, 88 02 8189403, Fax: 88 02 8189402, Email: rjsc@roc.gov.bd  

6. Divisional Office, Chittagong :

CDA Annex building (5th floor),Kotowali, Chittagong. Tel: 88 031636225 Fax: 88 02 8189402, Email: rjsc@roc.gov.bd  

7. Divisional Office, Khulna : 16, Barada Datta Lane(opp. power house),Khulna.

Tel: 88 041 720217 Fax: 88 02 8189402, Email: rjsc@roc.gov.bd  

8. Divisional Office, Rajshahi :

Sadharan Bima Bhaban, (7th floor), C&B Mor, Kazihata , Laxmipur, Rajshahi 6000 . Tel: 88 0721 773396 Fax: 88 02 8189402, Email: rjsc@roc.gov.bd     In near future, RJSC will setup divisional offices in Sylhet, Barisal, Bogra and Comilla.   What benefits may I avail if I register my business as a company?   The benefits that a business avail after it registers itself as a company are as follows:    Once your company is registered, no other business/company in Bangladesh can reserve a name that is identical or near – identical to your own name  A company opens further doors for ra ising capital/finance.  A company provides significant tax benefits to your business income .  A company facilitates continuity. If a shareholder wishes to sell part or all of his or her shares the company continuity is not affected with a new shareholder.  A company allow s its owners to separate and protect their personal assets. In a properly structured and managed company, owners should have limited liability for business debts and obligations.  A registered company also makes you eligible to receive supplier discounts that you wouldn’t normally receive as an unregistered operation.       Learn More About us

Managing intellectual property is one of the major challenges for startup. Due to lack of information, preposterous and convoluted process, corruption and absence of good helping hands getting trademark registration is often becomes a bad experience for many of us. We often receive calls and emails regarding this procedural issues. But lack of information inhibits our progress as well. However, after much research this is our modest attempt to be a part of the solution. Let’s start with the procedure and cost for trademark registration in Bangladesh: Who gives it: Department of Patents, designs and Trademarks (DPDT) Govern by: Trade Marks Act, 2009 & Trade Marks Rules, 1963 DDocument and other requirements for the application:

• Name of the Mark /Logo/Device prints or representation.
• Name of the Applicant.
• Address and nationality of the Applicant.
• Status of the applicant i.e. Merchandisers / Manufacturers /Service Providers/other
• Specification of Goods/Services and Class
• Usage date of the mark (whether the mark is in use or proposed to be used in Bangladesh).
• General/ Specific Power of Attorney. Power of Attorney (POA) may be filed subsequently.

Trademark Registration process at a glance:

1. Search for availability:Before going to apply for trademark registration find out whether the trademark is already in use or registered by someone else.
2. Application:Collect your respective registration form from DPDT and submit it after filling properly.
3. Acknowledgement of Application:The Registrar, upon the receipt of the application, issues Official Filing Receipt. The document contains all relevant filing details on the trademark e.g. Application Number, date of application, the trademark etc.
4. Examination of the Application:After receiving the application registrar examines the trademark for 2 issues: a) distinctiveness and b) general compliance with the requirements of the Law.
5. Letter of acceptance:If application satisfies all the requirements registrar issues a Letter of Acceptance for the mark to be advertised in the Trade Marks Journal for the purpose of receiving opposition. Otherwise, the Registry raised objection seeking written reply regarding objections.
6. Refusal of Application:Your application may be refused for several reasons. However, when it happens you must submit reply to the show cause notice and may seek a hearing in the matter within three (3) months otherwise; the application will be abandoned.
7. Acceptance of Application:If the Examiner is satisfied with the application and requirements, the Registrar accepts the mark for advertisement in the Trade Marks Journal.
8. Opposition:When a trademark is advertised for opposition in the Trade Mark Journal, any person may give notice of Opposition to the Registrar on Form TM-5 within two months from the date of the publication.
9. Registration:If no opposition is received at the expiration of the opposition period or the opposition is determined and resolved in favor of the Applicant, the Registrar is obliged to issue a Certificate of Registration for the trademark on payment of the prescribed fee.
10. Registration date:The registration date of the trademark will be the date of filing.
11. Validity duration of Registration:A registered trademark is valid for an initial period of seven (7) years from the date of filing and renewable thereafter for successive periods of Ten (10) years.
12. Time requirements:The total process, if everything goes fine, should not more than a week or two. But it often takes longer time than as usual. In DPDT you have to fill up everything manually. So, if things take longer- wait and if you have any emergency- rise early.
13. Cost:Depending on all issues actual cost should not be more than BDT 2 to 4000.00; however, you have to calculate some speed money in your budget as well. Don’t blame us; you got the responsibility to fix these irregularities as well. Next time when someone ask for extra money call on your gut and go as far it takes to stop it!

Contact: Department of Patents, Designs, and Trademarks (DPDT)   Learn More About us

Patent in Bangladesh An application for a patent may be made by any Bangladeshi or any foreigner, and by alone or jointly with any other person. The application must be made to the Department of Patents, Designs and Trade Marks (DPDT) in the prescribed form. The application must contain a declaration that the applicant is in possession of an invention, whereof he, or in the case of a joint application one at least of the applicants, claims to be the true and first inventor or the legal representative or assign of such inventor and for which he desires to obtain a patent, and must be accompanied by complete specification. SPECIFICATIONS An application must contain a complete specification or provisional specification. A provisional specification must describe the nature of the invention. A complete specification must particularly describe and ascertain the nature of the invention and the manner in which the same is to be performed. A specification, whether provisional or complete, must commence with the title, and in the case of a complete specification must end with a distinct statement, of the invention claimed. If the applicant does not leave a complete specification with his application, s/he may leave it at any subsequent time within nine months from the date of the application The Registrar may require that suitable drawings/model or sample of anything illustrating the invention shall be supplied and such drawings/model or sample shall be part of the complete specification. FILING REQUIREMENT To file a Patent Application following information are required: (a) Name of the inventor (applicant), (b) Address(s) and nationality of the inventors, (c) Two sets of specification and one set of drawing on tracing paper (transparent), (d) One set Legalized Deed of Assignment (if any), (e) Power of Attorney [Form – 31], (f) Certified copy of the foreign patent (in case of claiming priority) ADVERTISEMENT ON ACCEPTANCE OF APPLICATION On the acceptance of an application the Registrar shall give notice thereof to the applicant and shall advertise the acceptance and with the drawings (if any) shall be open to public inspection. OPPOSITION Any person at any time within four months from the date of the advertisement of the acceptance of an application give notice at the DPDT of opposition to the grant of the patent. The opponent must state the grounds of his opposition. GRANT AND SEALING OF PATENT If there is no opposition a patent shall be granted, subject to such conditions as the authority thinks expedient, to the applicant, or in the case of a joint application to the applicants jointly, and the Controller shall cause the Patent to be sealed with the seal of the Patent Office. TERM OF PATENT The term limited in every patent for the duration thereof is sixteen years from its date and renewal is required after four years up to 15 years. In case of priority, the commencement of four years shall start from the date of priority application. REMEDY FOR INFRINGEMENT A patentee may institute a suit in a District Court having jurisdiction to try the suit against any person who makes, sells or uses the invention without his license, or counterfeits it, or imitates it. A successful plaintiff is entitled to the relief in the form of injection, damages or an account of profit. Trademark registration in Bangladesh Trademark registration in Bangladesh is performed through the Department of Patents, Designs and Trademarks (DPDT). Any person claiming to be the proprietor of a trademark already in use or proposed to be used in Bangladesh may apply in writing for registration of a Trademark in the prescribed manner. An applicant has to file application for the registration of a trademark to the Trademark Registry Wing of the DPDT. Service Marks can also be registered in Bangladesh. Applicants can apply for registration of service marks in Bangladesh. The International Nice Classification of Services is applicable for this purpose. SEARCH The applicant may conduct a search for similar trademarks with the DPDT. This is not mandatory for the registration of trademarks. APPLICATION OF TRADEMARK An application for the registration of a trademark shall include the following-

1. Name of the Mark /Logo/Device prints or representation.
2. Name of the Applicant.
3. Address and nationality of the Applicant.
4. Status of the applicant i.e. Merchandisers / Manufacturers /Service Providers
5. Specification of Goods/Services and Class.
6. User date of the mark (whether the mark is in use or proposed to be used in Bangladesh).
7. General/specific power of attorney may be required.

Applicable fees is required to be paid. ACCEPTANCE OR REJECTION OF TRADEMARK BY THE REGISTRAR After filing the application, the Registrar may either accept or reject or order to correct or modify the application. An application for registration of a trade mark may be accepted either absolutely or subject to conditions or limitations. The Registrar, on receipt of the application, issues Official Filing Receipt. The document contains all relevant filing details on the trademark e.g. Application Number, date of application, the trademark etc.). If the Registrar reject any application, s/he should issue a show cause letter to the applicant. The applicant must submit reply to the show cause notice and may seek a hearing in the matter within three (3) months otherwise, the application will be deemed abandoned JOURNAL PUBLICATION After an application is accepted by the Registrar, s/he shall provide a Journal Notification to the applicant for the advertisement of the mark. Afterwards the applicant is required to deposit journal fees though pay order/treasury chalan/bank draft. Then DPDT will send the mark to Bangladesh Government Press (BG Press) for publication.   OPPOSITION OF THE MARK After BG Press publishes the mark, any person may within two (2) months from the date of the publication give notice of Opposition to the Registrar using prescribed form. The Registrar shall send a copy of the Notice of Opposition to the Applicant and the Applicant shall within Two month of receipt of the Notice of Opposition, file a Counter-Statement of the grounds for which it relies for its application to be registered. Failure to file the Counter-Statement within the prescribed period will result in the application being deemed abandoned. The applicant may seek extension of time for filing Counter-Statement along with Govt. fees. Where a Counter-Statement is filed, the Registrar shall furnish a copy thereof to the Opponent. The parties are required to file evidence by way of Affidavit and the Registrar shall, after hearing the parties, decide on whether the application should be registered or not. The Registrar’s decision shall be subject to appeal to the High Court. REGISTRATION OF THE MARK If there is no opposition, DPDT will inform the applicant to pay certification fees. The applicant is required to submit the money receipt of the certification fees to DPDT. On the registration of a trade mark the Registrar shall issue to the applicant a certificate in the prescribed form of the registration thereof sealed with the seal of the Trade Marks Registry. TERM AND RENEWAL A registered trademark is valid for an initial period of seven (7) years from the date of filing and renewable thereafter for successive periods of Ten (10) years. Renewal fees must be paid before the expiry date but not more than six months prior the expiry. Late renewals available, normally up to four months after expiry date, with payment of late fees. Extensions at the direction of Registrar are liberally granted with payment of additional fees. ASSIGNMENT OF TRADEMARK The Registered proprietor of a Trade mark has power to assign the registered trademark with or without goodwill of the business in respect of all or some of the goods for which it is registered. Where a person becomes entitled by assignment or transmission to a registered trademark, he shall make application to the Registrar (in the prescribed manner) to register his title and the Registrar shall, on receipt of the application and on proof of title to his satisfaction, register the Assignee as the proprietor of the trademark. LICENSING OF TRADEMARK Licenses must be recorded with the authority to be effective. Application for record must be made to the Registrar.     REMEDY FOR INFRINGEMENT Where the rights of a proprietor of a registered trademark has infringed, s/he can initiate civil proceeding or criminal proceeding for remedy. Any suit regarding the infringement of trademark, or to establish the right or any ratified right respecting trademark shall be instituted in the Court of District Judge within whose jurisdiction the infringement occurred. A criminal proceeding has to be instituted in the Court of Metropolitan Magistrate or any other 1st class Judicial Magistrate. Remedy in a suit for infringement may be availed in the form of injunction, damages, an accounts of profit, destruction or erasure of falsifying trademark, delivery up the goods marked with false trademark.

Copyright registration in Bangladesh

In Bangladesh, Copyright Office is responsible maintaining the register of copyrighted works. Any application for registration, transfer, abandonment, modification of register should be made to the Registrar.

REGISTRATION

An application for copyright should be supported by the following documents:

1. A completed application form
2. Treasury chalan
3. Copies of the work to be registered
4. Transfer deed of work in stamp paper (if applicable)
5. Legal paper (Okalat nama) (if a lawyer submits the application form on behalf of the author)

Once the Registrar received any application for copyright, s/he shall serve notice of the concerned application to every person who has any interest in the subject matter of that application. If the Registrar receives any objection s/he may after holding such inquiry as s/he deems fit, enter such particulars of work in the register of copyright, which s/he considers proper. After registration, the Registrar shall sends copies of the entries made in the register to the parties concerned.

TRANSFER OF COPYRIGHT

Copyright may be assigned, transferred or licensed. The Copyright Office has prescribed form for transfer.

REMEDIES AGAINST INFRINGEMENT

There are three kinds of remedies against infringement of copyright, namely:

CIVIL REMEDIES

The owner of the copyright can bring civil action in which reliefs such as Anton Pillar Order (Search Order) injunction, accounts and damages can be sought. A suit or other civil proceedings relating to infringement of copyright is to be filed in the Court of District Judge, within whose jurisdiction the plaintiff resides or carries on business or where the cause of action arose irrespective of the place of residence or place of business of the defendant

CRIMINAL REMEDIES

Criminal remedies provides for the imprisonment of the accused or imposition of fine or both, seizure of infringing copies etc. Criminal proceedings are available in order to punish the persons who have violated the copyright law.

ADMINISTRATIVE REMEDIES

Administrative remedies consist of moving to the Registrar of copyrights to ban the import of infringing copies into Bangladesh, when the infringement is by way of such importation and the delivery of the confiscated infringing copies to the owner of the copyright.   Learn More About us

Sole proprietorship A sole proprietorship, also known as sole trader, is a business entity owned by one single person; hence the name. It is never legally defined as a separate entity from the owner. Therefore, the owner of the business is solely responsible and held accountable for all liabilities the business incurs over time. The following are generic facts about sole proprietorships; a helpful tool for anyone looking forward to start their own businesses.   Key facts about sole proprietorships

• Eligibility starts at the age of eighteen. Citizens from Bangladesh are eligible for a sole proprietorship only when they turn eighteen.
• For a sole proprietorship, a local commercial address must be provided as the business address.
• Profits from the business are treated as the income for the individual who owns the company, and is therefore subject to tax rate equal to that of personal income.
• As any profits from the business will be taxed as personal taxes, proprietors do not need to audit their accounts.
• The basic requirement for any proprietorship is a trade license.
• Annual renewals of the trade license is a necessity.

  Required documents and registration procedures The following documents and information are required in order to register a sole proprietorship in Bangladesh:

• The proposed Bangla name of the business.
• Principal activities and their particulars.
• The local business address for the business in a commercial area.
• Providing the lease, the rental agreement, and the deed for the office space.
• A copy of the owner’s National Identification card.

        Partnership A partnership is generally a business agreement between two or more parties, where all agree to cooperate to develop their mutual interests. The partners in said agreements may be individuals, businesses, schools, governments, or any combination of the aforementioned partners. A partnership must consist of a minimum of two partners and a maximum of twenty, according to Bangladeshi law. A partnership agreement is a mandatory requirement for procuring a trade license, and operating a bank account. All partners must share all liabilities in a partnership venture. In accordance to the law, the required licenses or permits, trade licenses and TIN certificates. Based on the nature of the business, other documents may be provided upon request. For example, meeting minutes of partners is a necessity for opening bank accounts in most banks in Bangladesh. General requirements to start a partnership:

• It is mandatory to have a partnership agreement.
• Minutes of partners’ meeting may be a requirement in many cases.
• Procurement of a trade license from the local governing body.
• Providing a TIN certificate immediately upon request.
• Where applicable, providing VAT registration, and IRC in case of any business related to imports.
• In case of businesses related to exports, providing an ERC is a must.
• It is vital to get proper permission from the authorities in accordance to the nature of the business.

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Branch or Liaison Office is one of the two options for foreign investors wishing to setup their presence in Bangladesh. The other option is incorporating a Bangladeshi subsidiary company. If you are a foreign investor, we recommend you to read our article on foreign investment. It will help you to understand the legal regime about foreign investment in Bangladesh. The information presented below provides details of setting up a Branch or Liaison office in Bangladesh. Approval of Bangladesh Investment Development Authority (BIDA) is the primary requirement for setting up a Branch or Liaison office in Bangladesh   KEY FACTS ABOUT LIAISON OFFICE IN BANGLADESH

• Liaison office and Representative office are same in Bangladesh.
• A Liaison/Representative Office of a foreign Company can perform very limited activities, which includes:
  • maintain liaison/ coordination between principal and local agents, distributors/exporters’ institutions through correspondences, personal contracts and other electronic media.
  • collect, compile analyze and disseminate business information related to its field of activities as mentioned in the approval letter.
• A Liaison/Representative office will have no local source of income in Bangladesh. All setup and operational costs including salaries of the expatriates and local employees of the Liaison or Representative office will have to borne by the parent company aboard.
• No outward remittances of any kind from Bangladesh sources will be allowed except the amount brought in from abroad (the unspent part).

  KEY FACTS ABOUT BRANCH OFFICE IN BANGLADESH

• A Branch office of a foreign company can engage in commercial activities with prior approval of BIDA.
• A Branch office may have local source of income from the approved field of business activities in Bangladesh and with the prior approval of the Inter-Ministerial Committee and with proper justification and sufficient supporting documents.

  KEY FACTS ABOUT BOTH BRANCH AND LIAISON OFFICE IN BANGLADESH

• The activities of a Branch and Liaison office shall remain confined to the areas and for the period of time mentioned and approved in approval letter issued by BIDA. If the company intends to continue their Office beyond the period approval, they will have to apply for necessary renewal/ extension in the prescribed form with proper documents at least 2 (two) months before the expiry of the current term.
• If the approved company intends to employ any foreign nationals(s) in their Office, work permits should be obtained from the BIDA, .
• An amount of foreign exchange equivalent to the sum of not less than US$ 50,000 or equivalent as estimated initial establishment cost and 6(six) months operational expenses of the Office must be brought in as inward remittance in Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter. For this purpose, the Office shall have to open an account with any scheduled bank of Bangladesh as per the instructions contained in the Guidelines for Foreign Exchange transactions for receipt of remittances.
• Quarterly return of incomes and expenditures out of remittances received from abroad shall have to be submitted to the BIDA, concerned Bank, National Board of Revenue and Bangladesh Bank with documentary evidences.
• Any change(s) of present address shall be intimated to the BIDA for necessary action and approval before the proposed change is carried out.
• The permitted Office shall have to obtain clearances/ licenses from the concerned government agencies, as and where required, under the existing rules of the country.
• The permitted Office shall have to pay duty/income tax/VAT/revenues and other taxes payable to the government under the existing laws of Bangladesh.
• Deduction of taxes at source while paying office/house rent, salaries, and bills for purchased goods, services and contract work has to be made, and subsequently deposited to the designated government accounts as per provisions of Bangladesh Income Tax Ordinance, 1984. For the purpose of deduction of taxes at source & VAT, enterprises shall have to obtain Taxpayer Identification Number (TIN) from the National Board of Revenue.
• Approval of Branch and Liaison Offices and award of work permit for foreign nationals will be made on the condition of security clearance from the Ministry of Home Affairs. The Ministry of Home Affairs shall provide security clearance within 45 days of issuance of permission letter under the existing Visa policy. Otherwise it will be treated that the concerned agencies have no objection to the issuance of visa.
• Expatriates working in manufacturing industry, business organizations of private sector, educational institutions, Branch and Liaison Offices etc. in Bangladesh must submit income tax clearance certificate/income tax exemption certificate under section 107 of Income Tax Ordinance, 1984.
• Branch and Liaison Office under proprietorship companies will be generally discouraged.
• For establishing more than one Office of the permitted Branch or Liaison Offices in Bangladesh, the foreign company shall have to take separate prior permission from the Bangladesh Investment Development Authority.

      BRANCH/LIAISON OFFICE AS A TYPE OF BUSINESS ENTITY A Branch or Liaison Office is a proper legal entity once registered with the BIDA in Bangladesh. It is considered an extension of the foreign company and not as a separate legal entity. Unlike a Bangladeshi subsidiary company, the parent company of a Branch or Liaison Office is implicitly liable for all the debts and liabilities of the Branch or Liaison Office. OTHER INFORMATION

• Name:The name of Bangladeshi Branch or Liaison Office must correspond to the name of the foreign company.
• Constitution and Activities: The shareholders, structure of company and its activities are directed by foreign company’s Memorandum and Articles of Association. There is no separate Memorandum and Articles of Association for the Branch or Liaison Office.
• Office Address:A Branch or Liaison Office must have an office address located in Bangladesh.

  DOCUMENTS REQUIRED FOR BIDA APPROVAL In general, the following documents/information is required for approval of a Branch or Liaison Office in Bangladesh:

1. Application in prescribed form signed by the authorized person for establishment of branch/liaison/ representative office – 4 copies.
2. Memorandum and Articles of Association and Certificate of Incorporation of the principal/ parent company.
3. Name and nationality of the directors/promoters of the principal company.
4. Audited Accounts of last financial year of the principal company.
5. Company’s board of director’s resolution regarding opening of office in Bangladesh.
6. Proposed organogram of the office showing the posts to be occupied by both expatriates and local personnel.
7. Details of activities to be performed through the proposed branch/liaison/representative office in Bangladesh.
8. Forwarding Letter

• Documents (item 2-5) shall have to be attested by the concern Bangladesh mission/mission of the respective country in Bangladesh/respective country’s apex business chamber/local business chambers.
• Any documents not in English must be translated in English before submission.
• 4 copies of all the documents must be submitted to BIDA.
• BIDA might ask for more documents after reviewing the above mentioned documents.

  GOVERNMENT FEES: A fee of BDT 25.000 (Twenty five thousand) is required to be paid through bank Pay Order and the original copy of the Pay Order has to be submitted to the BIDA.   REGISTRATION PROCEDURE AND TIMELINE All document should be submitted to BIDA physically. You may also apply online using BIDA’s website. After proper scrutiny of all documents, BIDA officials will place the application and documents to Inter-Ministerial Committee. The Committee will review the documents and might ask for more documents or a physical presentation. If the committee is satisfied, they will provide the approval. The Inter-Ministerial Committee usually sits twice every month. Usual timeline is one month or less. Approval is usually provided to open a branch or liaison office initially for a period of 3(three) years which can be extended later. BANK ACCOUNT OPENING After obtaining the approval for a Branch or Liaison office, a bank account must be opened in any bank in Bangladesh. An amount of foreign exchange equivalent to US$ 50,000 or more must be brought in as inward remittance in Bangladesh within 02(two) months from the date of issuance of the BIDA permission letter. 18B APPROVAL FROM BANGLADESH BANK Update September 15, 2015: Recently Bangladesh Parliament has amended the Foreign Exchange Regulations Act 1947. The requirement of 18B Approval from Bangladesh Bank has been removed. Pursuant to the amendment, from now on Branch Office or Liaison Office or Representative Office will have to report to Bangladesh Bank within 30(thirty) days of obtaining permission from Bangladesh Investment Development Authority. We will update this section once Bangladesh Bank publish any notification in this regard. REGISTRATION WITH REGISTRAR OF JOINT STOCK COMPANIES AND FIRM (RJSC) After obtaining approval from both Bangladesh Bank and BIDA, registration with the RJSC is required. The following documents will be required for this purpose:

1. Approval letter of BIDA.
2. Approval letter of Bangladesh Bank.
3. Certified copy of the memorandum and articles of the company or other constitutional documents.
4. Full address of the registered or principal office of the company.
5. A list of the directors and secretary, if any, of the company.
6. The name and address or the names and addresses of one or more persons resident in Bangladesh, authorized to accept on behalf of the company service of process and any notice or other document required to be served on the company.
7. The full address of the office of the company in Ballades which to be deemed its principal place of business in Bangladesh.

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Bangladesh is a common law based jurisdiction. Many of the basic laws of Bangladesh such as penal code, civil and criminal procedural codes, contract law and company law are influenced by English common laws. However family laws such as laws relating to marriage, dissolution of marriage and inheritance are based on religious scripts, and therefore differ between religious communities. The Bangladeshi legal system is based on a written constitution and the laws often take statutory forms which are enacted by the legislature and interpreted by the higher courts. Ordinarily executive authorities and statutory corporations cannot make any law, but can make by-laws to the extent authorized by the legislature. Such subordinate legislation is known as rules or regulations and is also enforceable by the court. Yet being a common law system, the statutes are short, and set out basic rights and responsibilities but are elaborated by the courts in their application and interpretation of those. In addition, certain customs and practices established over a period are also to some extent recognized as acceptable and are enforced by the courts. Since 1971 Bangladesh’s legal system has been updated in areas of company, banking, bankruptcy and Money Loan Court laws and other commercial laws. COURTS IN BANGLADESH: The Judiciary of Bangladesh acts through the (i) The Superior Judiciary having Appellate, Revision & Original Jurisdiction & (2) Sub-Ordinate Judiciary having Original Jurisdiction THE SUPREME COURT: Bangladesh Supreme Court is the highest court of Bangladesh, have two divisions:

1. Appellate Division
2. High Court Division

THE APPELLATE DIVISION (AD): Appeal to the Appellate Division from the judgment, decrees, order and sentences made by the High Court Division are to be filed directly for the following reasons- (i) If there is a substantial question of law as to the interpretation of the constitution and HCD certifies it; (ii) If the HCD confirms sentenced to death or imprisonment for life; (iii) If HCD punishes for contempt of court cases; except the above mentioned cases you have to file a leave to appeal and it is the discretionary power of the court to accept/grant or reject the appellate petitions. THE HIGH COURT DIVISION (HCD): The HCD shall have appellate jurisdiction from the lower Courts.  HCD can also exercise the power of original jurisdiction in certain cases such as i) Admiralty matters, ii) Company matters, iii) Writ Jurisdiction.     SUB-ORDINATE CIVIL COURTS: The following five civil courts exist in general hierarchy:

• District Judge Court:It has original, appellate, revisional, transfer, review and reference jurisdiction. If suit valuation is more than Tk. 5 crores then appeal/revision lies to the HCD;
• Additional District Judge Court:It has same powers as to the District Judge but can exercise his power only if the District Judge refers any matter to him;
• Joint District Judge Court:It has jurisdiction if the suit valuation is from BDT 25,00,001 up-to unlimited;
• Senior Assistant Judge Court:It has jurisdiction if the suit valuation is from BDT 15,00,001 up-to BDT 25,00,000;
• Assistant Judge Court:It has jurisdiction if the suit valuation is less than BDT 15,00,000.00.

  SUB-ORDINATE CRIMINAL COURTS: Sub-ordinate Criminal courts are sub-divided into two categories: SESSIONS COURT: There are three session courts in district level (i.e. out of the Metropolitan areas);

• District Session Judge Court:Original, appellate, revision, transfer and reference jurisdiction; and can pass any judgment and try any cases but death sentence must be confirmed by the HCD;
• Additional District Session Judge Court:No original jurisdiction; and can try cases referred by the District session judge court;
• Joint District Session Judge Court:can pass sentence up-to ten years imprisonment.

Accordingly in the Metropolitan areas there are three Metropolitan Session courts;

• Metropolitan Session Judge Court
• Additional Metropolitan Session Judge Court
• Joint Metropolitan Session Judge Court:

These Courts have the same jurisdiction as their counterparts have in session courts; but their territorial jurisdiction is limited only in the metropolitan areas.  MAGISTRATE COURT: Magistrate courts are of two kinds, (a) Executive Magistrate: Is mainly an administrative Magistrate, holds the limited trial power in Mobile Courts generally. (b) Judicial Magistrate: There are four types of Judicial Magistrate courts in district level;

• Chief Judicial Magistrate Court:The highest court of the Magistracy. Can usually take cognizance of any criminal offence and punish the offender up to 5 years imprisonment and ten thousand taka.
• Additional Chief Judicial Magistrate Court:Can exercise a case as referred by the Chief Judicial Magistrate.
• Senior Judicial Magistrate Court:It is a 1st class Magistrate’s court, can usually sentence a punishment of 5 years’ imprisonment and 10,000 taka fine.
• Judicial Magistrate Court:It is a 2nd or 3rd class Magistrate’s court. 2nd class Magistrates can inflict a punishment of 3 years imprisonment and BDT 5,000 fine and 3rd class Magistrates can give a punishment of 2 years imprisonment and BDT 2,000 fine.

Accordingly in the Metropolitan areas there are three Metropolitan Magistrate courts;

• Chief Metropolitan Magistrate Court
• Additional Metropolitan Session Judge Court
• Metropolitan Magistrate Court

All Metropolitan Magistrates are 1st class Magistrate. These Courts have the same jurisdiction as their counterparts have in Judicial Magistracy; but their territorial jurisdiction is limited only in the metropolitan areas. SPECIAL COURTS:

• Labour Courts:Labour Court deals with cases arising from labour disputes.
• Administrative Tribunals: Administrative Tribunals exercise its power regarding service disputes of public servants.
• Income Tax Appellate Tribunals:Income Tax Appellate Tribunals exercise its power regarding income tax disputes, custom and excise matters. VAT Appellate Tribunals decide disputes regarding custom and excise duties and VAT.
• Money Loan Courts:Artha Rin Adalats decide money claims of banks and other financial institutions.
• Insolvency Courts:Insolvency Courts declare defaulting borrowers as insolvent.

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