Public Limited Company Registration & Compliance Services
Seamless Incorporation and Compliance Support for Public Limited Companies to Ensure Business Growth & Investor Confidence
Services You Get from Our Public Limited Company Solutions:
● Company Name Reservation & Approval – Secure a unique business name as per regulatory requirements.
● Public Limited Company Registration – Complete documentation and legal filing for incorporation.
● Memorandum & Articles of Association (MOA & AOA) Drafting – Define company objectives, shareholder rights, and governance structure.
● Share Capital Structuring & Issuance – Manage share allocation, initial public offerings (IPO), and investor onboarding.
● Securities & Exchange Compliance – Ensure legal adherence to stock market regulations and financial disclosures.
● Tax Identification Number (TIN) & VAT Registration – Register for tax compliance and corporate tax filings.
● Board of Directors & Shareholder Setup – Assist in structuring a professional board and defining shareholder rights.
● Financial Reporting & Annual Filings – Ensure transparency with financial audits, reports, and public disclosures.
● Corporate Governance & Regulatory Compliance – Maintain strict adherence to corporate laws and industry standards.
● Business Licensing & Permits – Obtain necessary regulatory approvals for industry-specific operations.
Public Limited Company Registration/Incorporation Procedure in Bangladesh | Corporate.com
A Public Limited Company in Bangladesh, as per the Companies Act of 1994, is a company that requires at least seven members for its formation. Unlike Private Limited Companies, the membership of a Public Limited Company is open to the general public. This structure allows the company to invite the public to subscribe to its shares or debentures, and the company can be listed on the stock exchange.
If you’re looking to incorporate a Public Limited Company in Bangladesh, the process may seem complex. However, by following the proper steps and working with a consultant, the registration process can be completed efficiently. Below, we outline the detailed procedure for registering a Public Limited Company in Bangladesh.
How to Incorporate a Public Limited Company in Bangladesh?
The Companies Act 1994 outlines the statutory requirements for company incorporation, but it doesn’t provide a step-by-step guide. The Registrar of Joint Stock Companies and Firms (RJSC) is the designated authority for company registration in Bangladesh. RJSC provides detailed guidelines on its website regarding the incorporation process, from name clearance to final registration.
Step-by-Step Procedure for Incorporating a Public Limited Company in Bangladesh
Step 1: Obtain Name Clearance Letter
The first step in the incorporation process is to apply for a Name Clearance from RJSC. You need to submit an application with the following details:
- Application Form
- Proposed Company Name
Once the name clearance is obtained, the validity period is six months.
Step 2: Documentation Preparation
After the name clearance, the following documents need to be drafted and prepared:
- Memorandum of Association and Articles of Association
- Resolution by Directors to open a new company in Bangladesh
- Required Forms for Registration with RJSC:
- Form I: Declaration of Company Registration
- Form VI: Notice of Registered Office Location
- Form IX: Consent of Directors to Act
- Form X: List of Persons Consenting to be Directors
- Form XII: Details of Directors, Managers, and Managing Agents
Step 3: Formalities with Bank Account
- Open Temporary Bank Account: The company’s directors must open a temporary bank account in the name of the proposed company with any scheduled bank.
- Capital Contribution: The required capital contribution must be deposited in the temporary bank account.
- Encashment Certificate: Obtain a certificate from the bank confirming that the capital contribution has been deposited.
Step 4: Submit Documents to RJSC
Once all documents and formalities are completed, submit the application and required documents to RJSC for company registration.
Post-Registration Compliance for a Public Limited Company
Once the company is incorporated, several post-registration requirements must be met to begin operations legally.
Trade License: Apply for a Trade License from the relevant City Corporation by submitting the necessary documents and fees.
Tax Identification Number (TIN): Obtain an E-TIN from the National Board of Revenue (NBR).
VAT Registration: If applicable, obtain a VAT Registration Certificate from NBR.
Fire Certificate: A Fire Certificate must be obtained from the Bangladesh Fire Service and Civil Defense.
Environment Clearance Certificate: If your company is involved in an industrial project, you will need to obtain an Environment Clearance Certificate from the Department of Environment.
Special Case: Investment in Kind
While the concept of investment in kind (such as machinery, equipment, etc.) is not directly covered under the Companies Act 1994, it is a common practice. For this type of investment:
- The company must be registered with RJSC.
- Investors must fill out the required forms.
- A Vendor Agreement must be signed between the concerned parties.
- The filled forms and vendor agreements must be submitted to RJSC.
- RJSC will record the investment and ensure the process is followed properly.
How Much Time is Required for Incorporation?
Once all required formalities are completed, RJSC typically issues the Certificate of Incorporation (Company Registration Certificate) within 6-8 working days. The overall registration process usually takes around 2-3 weeks after submitting all the documents.
- Name Clearance: The clearance certificate is usually issued within 3 working days and is valid for 6 months.
- Bank Account: After obtaining name clearance, the shareholders must deposit the required paid-up capital into the newly opened bank account. If foreign investment is involved, the capital must be remitted following the proper procedure.
Fees Required for Incorporation
The government fees for company registration depend on the Authorized Capital of the company. The fee for the issuance of the Incorporation Certificate is typically BDT 1000.