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Services You Get from Our Private Limited Company Solutions:

● Company Name Reservation & Approval – Secure a unique business name under corporate regulations.
● Private Limited Company Registration – Complete documentation and legal filing for official incorporation.
● Memorandum & Articles of Association (MOA & AOA) Drafting – Define your company’s structure, policies, and objectives.
● Tax Identification Number (TIN) & VAT Registration – Ensure tax compliance and eligibility for business operations.
● Shareholder & Director Setup – Establish roles, responsibilities, and shareholding structures for transparency.
● Bank Account Opening Assistance – Get guidance on setting up a corporate bank account for your business.
● Compliance & Annual Filings – Manage statutory filings, financial reports, and corporate governance.
● Employment & Payroll Setup – Establish payroll systems, employee contracts, and HR compliance.
● Business Licenses & Permits – Obtain the necessary industry-specific licenses to operate legally.
● Intellectual Property Protection – Assist with trademark, copyright, and patent registration for business security.

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Private Limited Company Registration/Incorporation Procedure in Bangladesh | Corporate.com

The procedure for registering a Private Limited Company in Bangladesh has become much simpler with the digitalization of services by the Registrar of Joint Stock Companies and Firms (RJSC). However, when it comes to drafting documents, consolidation, and liaising with the authorities, it’s highly advisable to seek professional assistance from a consultant before moving forward with the incorporation process.

In Bangladesh, one of the most popular and preferred methods of establishing a business is to incorporate a Private Limited Company. While there are other options, such as registering a branch office or a liaison office, incorporating a Private Limited Company is often the most advantageous option. Below is a comprehensive guide on how to register a Private Limited Company in Bangladesh.

How to Incorporate a Public Limited Company in Bangladesh?

According to Section 2(q) of the Companies Act 1994, a Private Limited Company is a company that restricts the transfer of shares, limits the number of members to fifty, and prohibits the public from subscribing to its shares or debentures.

Characteristics of a Private Limited Company Under the Companies Act 1994

The Companies Act 1994 outlines several key characteristics of a Private Limited Company:

  1. Restriction on Share Transfer: The right to transfer shares is restricted.
  2. Minimum Members: A Private Limited Company must have at least 2 members.
  3. Maximum Members: The maximum number of members is 50 (excluding employees).
  4. Directors: It must have at least two directors.
  5. No Public Subscription: A Private Limited Company cannot invite the public to subscribe to its shares or debentures.
  6. No Statutory Meeting or Report: Private Limited Companies are not required to hold statutory meetings or file statutory reports.
  7. Commencement of Business: A Private Limited Company can start its business immediately after registration with RJSC, provided all post-registration requirements are met.

How to Incorporate a Private Limited Company in Bangladesh?

While the Companies Act 1994 does not specify the step-by-step procedure for incorporation, the RJSC provides detailed guidelines. Here’s a simplified process for incorporating a Private Limited Company in Bangladesh.

Step-by-Step Procedure for Incorporating a Private Limited Company in Bangladesh

Step 1: Obtain Name Clearance Letter

The first step in registering a company is to apply for a Name Clearance from RJSC. You must submit an application with the following information:

  • Application Form
  • Proposed Company Name

Step 2: Documentation Preparation

Once the name is cleared, the next step is to prepare the necessary documents:

  • Memorandum of Association and Articles of Association
  • Directors’ Resolution for setting up the new company
  • Forms to be Submitted to RJSC:
    • Form I: Declaration for Company Registration
    • Form VI: Notice of Registered Office Location
    • Form IX: Director’s Consent to Act
    • Form X: List of Directors’ Consent
    • Form XII: Details of Directors, Manager, and Managing Agents

Step 3: Formalities with Bank Account

  • Open Temporary Bank Account: The directors must open a temporary bank account in the company’s name with any scheduled bank.
  • Capital Contribution: The required capital contribution must be deposited in the temporary account.
  • Encashment Certificate: Obtain a certificate from the bank confirming the deposit of the capital into the account.

Step 4: Submit Documents to RJSC

Once the documentation and bank formalities are completed, submit the documents to RJSC for company registration.

Post-Registration Compliance for Private Limited Companies

After the company is registered, there are a few additional compliance requirements:

  1. Trade License: Apply for a trade license from the relevant City Corporation, along with necessary documents and fees.

  2. Tax Identification Number (TIN): Obtain an E-TIN from the National Board of Revenue (NBR).

  3. VAT Registration Certificate: Apply for VAT Registration from NBR, if applicable.

  4. Fire Certificate: The company must obtain a Fire Certificate from the Bangladesh Fire Service and Civil Defense.

  5. Environment Clearance Certificate: If your company operates in an industrial sector, you must get an Environment Clearance Certificate from the Department of Environment.

Special Case: Investment in Kind

In some cases, companies may receive investment in kind (e.g., machinery, equipment) from shareholders. While the Companies Act 1994 does not detail the process, the steps typically involve:

  • Registering the company with RJSC
  • Submitting the relevant Form(s) and Vendor Agreement
  • RJSC will record the investment and monitor the process.

How Much Time is Required for Incorporation?

Once all the steps are completed, RJSC typically provides the Certificate of Incorporation (Company Registration Certificate) within 6-8 working days. In total, it usually takes 2-3 weeks from submission of all required documents to complete the incorporation process.

  • Name Clearance: Once obtained, name clearance is valid for 6 months. Typically, it takes 3 working days to get the name clearance.
  • Bank Account: After obtaining the name clearance, a bank account needs to be opened, and the paid-up capital must be transferred. If there’s foreign investment, the capital must be remitted to the account following proper procedures.

Fees Required for Incorporation

The government fees for company registration depend on the Authorized Capital of the company. The standard fee for issuing the Incorporation Certificate is BDT 1000.