Introduction
Starting a business in Bangladesh can be an exciting venture, but navigating the incorporation process can be complex. This guide will walk you through the essential steps of how to incorporate or register a company in Bangladesh, ensuring you're well-prepared for this important milestone in your entrepreneurial journey.
Types of Companies in Bangladesh
Before diving into the registration process, it's crucial to understand the different types of companies you can incorporate in Bangladesh:
Each type has its own set of requirements and benefits. For this guide, we'll focus primarily on incorporating a Private Limited Company, as it's the most common choice for small to medium-sized businesses.
Pre-Registration Requirements
Before you begin the formal registration process, ensure you have the following in order:
Company Name: Choose a unique name for your company and check its availability on the Registrar of Joint Stock Companies and Firms (RJSC) website.
Memorandum and Articles of Association: Prepare these crucial documents that outline your company's purpose and internal rules.
Directors and Shareholders: Decide on the initial directors and shareholders of the company.
Registered Office Address: Secure a physical address for your company's registered office.
Tax Identification Number (TIN): Obtain TIN certificates for all directors and shareholders.
Bank Account: Open a temporary bank account for initial capital deposit.
Step-by-Step Registration Process
Now, let's walk through the process of how to incorporate a company in Bangladesh:
1. Name Clearance
Submit your proposed company name to the RJSC for approval.
Pay the required fee and wait for clearance (usually takes 1-3 working days).
2. Document Preparation
Draft the Memorandum and Articles of Association.
Prepare other necessary documents such as:
Form IX (Consent of Directors)
Form X (List of Persons Consenting to be Directors)
Form XII (Particulars of Directors)
3. Online Registration
Visit the RJSC website and create an account.
Fill out the online application form with your company details.
Upload all required documents.
4. Fee Payment
Pay the registration fees and stamp duty online or through a designated bank.
5. Document Submission
Submit physical copies of all documents to the RJSC office.
6. Certificate Issuance
Upon approval, the RJSC will issue your Certificate of Incorporation.
Post-Registration Procedures
After successfully incorporating your company, there are several important steps to complete:
Trade License: Obtain a trade license from your local city corporation or municipality.
Tax Registration: Register for VAT with the National Board of Revenue (NBR).
Bank Account: Convert your temporary bank account to a permanent corporate account.
Seal and Stationery: Create a company seal and print official stationery.
Employee Registration: Register with the Bangladesh Labour Office if you plan to hire employees.
Common Challenges and Solutions
Incorporating a company in Bangladesh can present some challenges. Here are common issues and how to address them:
Bureaucratic Delays: Be patient and prepare all documents meticulously to avoid unnecessary delays.
Document Errors: Double-check all information before submission. Consider hiring a professional to review your documents.
Regulatory Changes: Stay updated on the latest regulations by regularly checking the RJSC website and consulting with legal experts.
Language Barriers: If you're not fluent in Bengali, consider hiring a local consultant to assist with the process.
Legal Considerations and Compliance
Once your company is incorporated, it's essential to maintain compliance with Bangladesh's laws and regulations:
Annual Returns: File annual returns with the RJSC within 30 days of your Annual General Meeting.
Tax Compliance: Regularly file income tax returns and pay taxes on time.
Labor Laws: Adhere to Bangladesh's labor laws if you have employees.
Environmental Regulations: Comply with environmental regulations relevant to your industry.
Industry-Specific Licenses: Obtain any additional licenses required for your specific business activities.
For more information on legal compliance, visit the Bangladesh Investment Development Authority (BIDA) website.
Conclusion
Incorporating a company in Bangladesh requires careful planning and attention to detail. By following this guide and staying informed about the latest regulations, you'll be well-equipped to navigate the process successfully. Remember that while the process may seem daunting, the rewards of operating a legally recognized business in Bangladesh can be significant.
If you're unsure about any aspect of the incorporation process, don't hesitate to seek professional legal advice. With the right preparation and support, you'll be ready to start your business journey in Bangladesh on solid legal footing.
Are you ready to take the next step in incorporating your company in Bangladesh? Begin by checking your desired company name on the RJSC website and start gathering the necessary documents today!
December 21, 2019 - BY Admin