How to Start a Business in Bangladesh: A Complete Guide

Congratulations on your decision to start a company in Bangladesh! The country’s economy is thriving with a GDP of BDT 50,48,027 crore in 2023-24. This growth means exciting new business opportunities are on the horizon. However, navigating the RJSC company registration process can be challenging for new entrepreneurs.

But fear not! Law Advisor BD is here to guide you. Read this article to learn everything you need to know about RJSC company registration in Bangladesh.

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Eligibility for RJSC Company Registration in Bangladesh

rjsc company registration in bangladesh

The Office of the Registrar of Joint Stock Companies and Firms is the only government body in Bangladesh that legalizes the formation of companies and other organizations. You need to meet these criteria to register a company in Bangladesh with the RJSC.

  • Companies must have at least two directors who are at least 18 years old, not bankrupt, and have no criminal records.
  • Depending on company type, a company can have between 2 and 50 shareholders.
  • Authorized capital is an announced amount of capital that the company plans to raise by issuing shares.
  • Paid-up capital is the amount the company has already collected from the shareholders. It must at least BDT 1 to register a company.

Required Documents for RJSC Company Registration

rjsc company registration in bangladesh

You must submit the following documents for a successful registration with the RJSC, according to the Companies Act, 1994.

  • Memorandum & Article of Association, originals with two copies
  • Filled in Form I
  • Filled in Form VI
  • Filled in Form IX
  • Filled in Form X
  • Filled in Form XI (if necessary)
  • Filled in Form XII
  • Name clearance certificate
  • Special adhesive stamps
  • Treasury Challan
  • Encashment certificate obtained from any scheduled bank.
  • Permission from the BOI.

You can download all the necessary forms from the RJSC website.

RJSC Company Registration Guide: Step-By-Step Process

rjsc company registration in bangladesh

You must complete the following steps to register your company.

Step 1: Obtain a Name Clearance Certificate

Name Clearance Certificate: A Name Clearance Certificate certifies that the proposed business name is available and no other businesses have registered under this name before.

Process

  • Step 1: Visit the RJSC e-Service System for name clearance.
  • Step 2: Perform a name search to ensure your proposed names are available. If so, submit the name clearance application.
  • Step 3: Pay the certificate fee through scheduled banks and submit the payment information.
  • Step 4: Collect the Name Clearance Certificate after one or two business days.

Step 2: Prepare and Submit MOA and AOA

Memorandum of Association: A memorandum of association contains the company’s goals, activities, and relationship with shareholders.

Article of Association: Management guidelines, power structures, and other regulations are mentioned in this document.

Required Documents

  • Name clearance certificate
  • Declaration of authorized and paid-up capital
  • Registered office address
  • Share structure among shareholders
  • Personal information of directors and shareholders (full name, address, and NID or passport)

Process

  • Step 1: Prepare the MOA and AOA.
  • Step 2: Gather supporting documents mentioned above.
  • Step 3: Collect non-judicial stamps from the treasury. You must deposit money in Bangladesh Bank through treasury challan.
  • Step 4: Submit the MOA and AOA to the RJSC online.

Step 3: Apply for Registration and Certificate of Incorporation

Certificate of Incorporation: A Certificate of Incorporation is proof that the company has been registered as a legal entity in Bangladesh and is allowed to perform specific activities.

Required Documents

  • The above-mentioned documents
  • TIN certificate of directors (if applicable)

Process

  • Step 1: Visit the RJSC e-Service System to submit the application online.
  • Step 2: Select the type of company you want to register.
  • Step 3: Enter the submission number of your NC application along with the NC Letter Number. After that, complete the registration form accurately.
  • Step 4: Fill out the MOA and AOA with the correct information.
  • Step 5: Submit the application.
  • Step 6: Complete the payment and collect the payment slip. Then, upload it to the portal.
  • Step 7: After approval, collect the Certificate of Incorporation from the portal.

RJSC Registration for Foreign Company in Bangladesh

rjsc company registration in bangladesh

Foreign investors can register companies by completing these steps.

Step 1: Get a Name Clearance Certificate

The process is the same for local and foreign companies.

Step 2: Create a Temporary Bank Account

Temporary Bank Account: It is a kind of non-operational bank account. The account is called a Non-resident Taka Account (NRTA).

Required Documents

  • Name Clearance Certificate
  • Drafts of the MOA and AOA
  • A resolution passed by the board to open an NRTA
  • Copies of passports of foreign investors and shareholders

Process

  • Step 1: Select a scheduled bank in Bangladesh and contact the bank to open an NRTA.
  • Step 2: Fill out the account opening form and submit it along with the necessary documents.
  • Step 3: Upon review, the bank authority will activate your NRTA.

Step 3: Obtain the Encashment Certificate

Encashment Certificate: An Encashment Certificate certifies that the specified amount of foreign currency has been deposited into the company account.

Process

  • Step 1: Transfer the minimum required share capital or paid-up capital to your NRTA.
  • Step 2: Contact the Foreign Exchange department of your bank to get the Encashment request form.
  • Step 3: Fill out all the detailed information correctly and submit the form to the bank. The bank will issue an Encashment Certificate.

Step 4: Complete RJSC Registration

The registration process is also the same as mentioned above.

RJSC Company Registration Fees in Bangladesh

rjsc company registration in bangladesh

You need to pay the following fees while registering a private, public, or foreign company with the RJSC.

1. Name Clearance Fees

  • Name clearance fee for each proposed name: BDT 100

2. Stamps and Registration Fees

For Private Company

Stamps

 

For affixing on the MOA: BDT 500

 

For affixing on the AOA:

 

For Authorized Capital

Stamp (BDT)

Up to BDT 10,00,000

2,000

From 10,00,000 to 3,00,00,000

4,000

Above 3,00,00,000

10,000

Registration Fee

 

For filing 6 documents: BDT 1,200

 

For the authorized share capital:

 

Authorized Capital (BDT)

Fee (BDT)

Up to 20,000

360

Additional for every 10,000 or part after first 20,000 up to 50,000

180

Additional for every 10,000 or part after first 50,000 up to 10,00,000

45

Additional for every 10,000 or part after first 10,00,000 up to 50,00,000

24

Additional for every 1,00,000 or part after first 50,00,000

45

For Public Company

Stamps

 

For affixing on the MOA: BDT 500

 

For affixing on the AOA:

 

For Authorized Capital (BDT)

Stamp (BDT)

Same as a private company

 

Registration Fee

 

For filing 8 or 9 documents: BDT 1,600-1,800

 

For the authorized share capital:

 

Authorized Capital (BDT)

Fee (BDT)

Same as a private company

 

For Foreign Company Liaison or Branch Office

  • For filing 6 documents: 1,200

FAQs

You can do it online from home or use the kiosk facility at RJSC. Another option is to submit the application manually at the RJSC counter.

Yes. You need to submit an application to the RJSC. If the requested name is available, RJSC will issue a Certificate of Incorporation under the new name.

The estimated time to complete name clearance and registration is about seven business days.

No. After a business is registered with the RJSC, it must obtain a trade license, TIN certificate, and VAT registration certificate to start operation. Foreign companies must register with the Bangladesh Investment Development Authority.

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