………… REGISTERING A NEW COMPANY IN BANGLADESH
Frequently Asked Question (FAQ) Format ……………………………………………… 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 http://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 deals with the following types of entities

i. Private companies
ii. Public companies
iii. Foreign companies
iv. Trade organizations
ভ. Societies, and
vi. Partnership firms RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:

i. Companies & Trade Organizations: Companies Act, 1994 (Amendment of Companies Act 1913)
ii. Societies: Societies Registration Act, 1860
iii. iii. Partnership Firms: Partnership Act, 1932

Why is RJSC?

The major functions and activities of RJSC are:
- 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
-
- To administer and enforce the relevant statutory provisions of these acts in relation to the incorporated companies (including Trade Organization), societies and partnership firms

Registrar of Joint Stock Companies and Firms [RJSC]
Certificate of Incorporation

Process Steps:

Step 1: Obtain a Name Clearance Certificate.
• Do a preliminary name search on the RJSC website
(http://www.registrarofcompaniesbangladesh.com) On a plain paper submit an
application for the proposed name (It is recommended to submit 3-7
alternate names)

• For each name submission pay Tk. 5 at the cash receipt counter.
• Submit a Deed of Settlement for the proposed business entity The Deed of

Settlement should include:

o Capital structure of company
o Partners names and equity share
o Designate a person who will process the application
o Collect a money receipt for the fee paid
Note: (A company registration application must be submitted within 30 days of
obtaining a name clearance certificate.)
Step 2: Prepare Articles and Memorandum of Association for the company.
Step 3: Deposit appropriate stamp fee at the Bangladesh Bank.
Collect Treasury Chalan to this effect.
Step 4: Procure appropriate forms from RJSC.
Complete the forms:
• (For a Private Limited Company forms no. I, VI, IX, X, XII)
• (For Public Limited Company two additional forms, XI and XIV are required.)
Pay scheduled registration and filing fees and submit application including valid name
clearance certificate and stamped Articles of Association and Memorandum of
Association. Copies of Tax Identification Number Certificates for each director should
also be attached with the application.
Fee schedule
Stamp Fee
Registered Capital (TK.) Stamp fee(TK.)
For Article of Association.......................................................... 500
For Memorandum of Association
Up to 10,00,000 ........................... 1,500
10,00,001-3,00,00,000 ............... 4,000
3,00,00,000+ ............................10,000

Registration Fee Registered Capital Registration fee (TK.)
5,00,000 ................. 975+120
10,00,000 1725+120
20,00,000 2525+120
50,00,000 4925+120
1,00,00,000 5675+120

or each additional crore 1,500 will added
For details procedure and fees please visit http://roc.gov.bd/proced.html
For Fees Chart http://roc.gov.bd/fees.html
The pro forma are also available in the site