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According to the Companies Act 1994, A private limited company in Bangladesh is a separate legal entity and any person (foreign or local) above the age of 18 can register a company in Bangladesh.
As per section 2(q) of Companies Act 1994, A Private Company is a Company which by its Articles of Association restricts the right of transfer of the share, limits the number of members to fifty, and prohibits invitation to the public to subscribe to the shares or debentures of the Company.
For the purpose of company incorporation in Bangladesh, the following information is required by the RJSC:
This step is only applicable if the proposed company has a foreign shareholding.
A bank account will have to be opened in the proposed company name with any scheduled bank in Bangladesh. After opening the account, money equal to the shares to be owned by the foreign shareholders from outside of Bangladesh has to be remitted into the account. The Bank will issue an Encashment Certificate which will be required by the RJSC for incorporation.
The last step is to submit all the required information on the RJSC’s website. After submission, a bank payment slip will be received for paying the registration fees along with stamp duty.
After making the payment in the bank, the application for the registration process is completed. Regular follow-up of RJSC has to be carried out in order to obtain the Certificate of Incorporation. RJSC officials will check the documents and information. If they are satisfied, they will issue the Certificate of Incorporation.
Applying for Trade License, Tax Identification Number, VAT registration, and other licenses:
After the incorporation, the company should either purchase a commercial space or rent some space in any commercial area.
Registration with any Chamber of Commerce & Industry is optional but mandatory for obtaining either Import Registration Certificate (IRC) or Export Registration Certificate (ERC). Import Registration Certificate (IRC) for commercial purposes or for industrial raw materials by making application to the Chief Controller of Import & Export in the prescribed form Export Registration Certificate (ERC) by making application to the Chief Controller of Import & Export. BIDA recommendation is needed for the issuance of Industrial IRC.
Any other license depending on the nature of any particular business activity.