Joint Venture Incorporation Services for Strategic Business Growth

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Services You Get from Our Joint Venture Incorporation Solutions:

● Joint Venture Agreement Drafting – Legally binding agreements outlining roles, responsibilities, and profit-sharing.
● Company Registration & Legal Structuring – Proper incorporation as a separate legal entity for regulatory compliance.
● Partnership & Stakeholder Management – Define ownership percentages, management rights, and decision-making processes.
● Financial & Capital Investment Planning – Structured financing solutions and investment contributions for business operations.
● Tax Compliance & Regulatory Filings – Ensure tax registrations, VAT compliance, and financial reporting obligations.
● Intellectual Property & Brand Protection – Safeguard trademarks, patents, and proprietary assets under the joint venture.
● Operational & Governance Framework – Set up policies, reporting structures, and performance evaluation metrics.
● Risk Assessment & Dispute Resolution – Identify potential risks and establish legal frameworks for conflict resolution.
● Market Entry & Expansion Strategy – Leverage partnerships to access new markets and scale business growth.
● Custom Joint Venture Solutions – Tailored legal and operational strategies based on industry and partnership goals.

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Joint Venture Company Registration/Incorporation Procedure in Bangladesh | Corporate.com

In Bangladesh, where restrictions on foreign investors’ equity participation exist, foreign investors are often required to establish a Joint Venture Company in collaboration with local investors. This approach is used when foreign investors are not allowed to operate as a branch office in sectors with equity participation limits. The joint venture partners—both foreign and local investors—must follow the government’s guidelines on equity ratio, as defined in the Memorandum of Association (MoA), while running the business.

A Joint Venture Company is the ideal way for foreign investors to enter Bangladesh’s market, as it provides a legal framework for collaboration with local businesses, ensuring compliance with the country’s regulations.

How to Incorporate a Joint Venture Company in Bangladesh?

The process of incorporating a Joint Venture Company in Bangladesh is similar to registering a standard Private Limited Company. However, there are specific legal and regulatory requirements that need to be followed, especially regarding foreign equity participation.

Foreign investors are allowed to make 100% foreign investment unless the business falls within one of the reserved sectors (such as arms and ammunition, nuclear energy, or security printing). Additionally, foreign investors cannot hold more than 40% of the shares in companies involved in freight forwarding services; such businesses must maintain a 60% local shareholder base to be eligible for a freight forwarding license.

Multiple foreign investors can collaborate with one or more Bangladeshi investors to form a Joint Venture company under these specific conditions.

Incorporation Process for a Joint Venture Company in Bangladesh

The procedures for incorporating a Joint Venture Company follow the same steps as registering a Private Limited Company in Bangladesh, as outlined below:

Step 1: Obtain Name Clearance Letter

To start, you must apply to the Registrar of Joint Stock Companies and Firms (RJSC) for name clearance. You will need to submit:

  • Application Form
  • Proposed Company Name

Once the name clearance certificate is obtained, it is valid for 6 months.

Step 2: Documentation Preparation

You will need to prepare and execute the following documents:

  • Draft the Memorandum of Association (MoA) and Articles of Association (AoA).
  • Promoter’s Resolution to open the company.
  • Form I: Declaration on registration of the company.
  • Form VI: Notice of the registered office location.
  • Form IX: Consent of the director to act.
  • Form X: List of individuals consenting to be directors.
  • Form XII: Particulars of the directors, managers, and managing agents.

Step 3: Bank Account Formalities

The promoters of the joint venture company need to:

  • Open a Temporary Bank Account in the name of the proposed company with a scheduled bank.
  • Deposit the Capital Contribution into the temporary bank account.
  • Obtain an Encashment Certificate from the bank confirming that the capital required for incorporation has been deposited into the bank account.

Step 4: Submit Documents to RJSC

Once all required documents are prepared, they must be submitted to the RJSC along with the name clearance certificate and other relevant documents.

Timeframe for Incorporation

After the submission of the documents and fulfillment of all formalities, RJSC generally issues the Certificate of Incorporation (Company Registration Certificate) within 6-8 working days. The complete registration process typically takes around 2-3 weeks from the submission of all documents.

The name clearance remains valid for 6 months, and it usually takes about 3 working days to obtain.

Post-Registration Compliance for a Joint Venture Company

After the incorporation of the Joint Venture Company, the following post-registration compliances need to be completed:

  1. Trade License: The company must obtain a Trade License from the relevant City Corporation by submitting the required documents and fees.
  2. Tax Identification Number (TIN): The company must acquire a TIN from the National Board of Revenue (NBR).
  3. VAT Registration Certificate: If applicable, the company must obtain a VAT Registration Certificate from the NBR.
  4. Fire Certificate: A Fire Certificate must be obtained from the Bangladesh Fire Service and Civil Defense Authority.
  5. Environment Clearance Certificate: For industrial projects, the company needs to obtain an Environment Clearance Certificate from the Department of Environment by completing the prescribed forms.

Special Case: Investment in Kind

Although the Companies Act 1994 does not explicitly address the concept of investment in kind, it is common practice for shareholders to invest in physical assets like machinery and equipment. The following steps should be followed in this case:

  • The company must be registered with the RJSC.
  • The investors must fill out the relevant forms.
  • A vendor agreement must be created between the parties involved.
  • The forms and vendor agreements should be submitted to RJSC.

If a Joint Venture Agreement (JVA) is required, it can be executed by mutual agreement between the parties. The JVA should be stamped with the relevant stamp duties to ensure its legal value. If the foreign party signs the JVA outside Bangladesh, it should be consularized and attested by the concerned Bangladeshi Embassy and the Foreign Ministry of Bangladesh before being affixed with the appropriate stamp duty.

Fees for Incorporation of a Joint Venture Company in Bangladesh

The governmental fees for registering a company are based on the Authorized Capital. For the issuance of the Incorporation Certificate, the fee is BDT 1000.