
To set up a business with the Registrar of Joint Stock Companies and Firms, you'll first need to choose a business name that complies with the regulations.
The name must be unique and not similar to any existing company name, and it should indicate the nature of the business. You can check the availability of the name by searching the company database.
Once you've chosen a name, you'll need to submit an application for registration, which includes providing detailed information about the business, its owners, and its directors.
The application must be signed by all directors and authorized representatives, and it must be accompanied by the required documents, such as the company's articles of association and memorandum of association.
Consider reading: International Business Companies Act
Company Formation and Registration
To form a company in Bangladesh, you need to start by getting a group of people known as promoters to come together and form the company. The promoters must prepare and file certain paperwork with the Registrar of Joint Stock Companies, including the Memorandum of Association and Articles of Association.
Broaden your view: Espp Tax Reporting
The Memorandum of Association describes all the business activities and services the company can perform, while the Articles of Association expresses the company's internal activities, such as material work, office staff duties, and official manner. The company must also appoint responsible individuals to serve as its first directors.
The RJSC is responsible for entity registration and legal management, and it monitors all ownership-related matters under Bangladeshi legislation. To get a company registered, you need to obtain name clearance from the RJSC, which costs 600 taka.
Here are the steps to get name clearance:
- The same name is not applicable for Company/formation in Bangladesh.
- The name could not be similar to an international company, organization, social & cultural organization.
- Name cannot be permitted any existing company, business body, Social, Cultural, Entertainment & Sporting organization’s name.
- The company’s name will not be similar to Govt. Organization or Company.
- Nationally fame person’s name or famous family’s name needs permission from a particular person and takes permission to Government.
- If you interested to take freedom fighter related name for your company must be the essential approval of Freedom Fighter Ministry of Bangladesh.
- The company’s name could not be similar to Govt. development program or development organization.
- No name will apply to the political party’s slogan, political party’s name and program which are existing now.
- Slang word, Rebuke or……possible for company formation in Bangladesh.
- Cannot select any name which is broken Social, Religious and national harmony.
- Earlier established (at least 10 years old) Social organization’s real name, to attend personally with organizing Committee resolution for registration of social organization’s real name.
- Social, cultural & sporting Organizations can be limited company by taking Ministry permission otherwise not possible to do.
- Violating any name clearance terms & conditions RJSC can change providing name and if the name is unchanged a certain time, the Registration number will be acquainted with the company.
- Only name clearance is not the final settlement of Company Registration/Formation first stapes.
Company Formation
To form a company in Bangladesh, you'll need to start by registering it with the Registrar of Joint Stock Companies and Firms (RJSC).
The first step is to come up with a unique name for your company. You can't use a name that's already registered or similar to an existing company, organization, or government entity. RJSC will review your name and provide a name clearance certificate if it's approved.
You might like: Find Stock Symbol by Company Name
To register a private limited company, you'll need to submit an application to the RJSC office or through their website. You'll need to provide documents such as the Memorandum of Association, Articles of Association, and a list of initial directors.
The RJSC will review your application and provide a certificate of incorporation if everything is in order. You'll also need to pay a registration fee, which varies depending on the authorized share capital of your company.
Here's a breakdown of the fees you'll need to pay:
Once you've received your certificate of incorporation, you'll need to file annual returns with the RJSC. This includes providing information about your company's financials and directors. You'll also need to notify the RJSC if you change your business name or dissolve your company.
Co-operative
To incorporate a co-operative, you'll need to file the required form and documents with Registry of Joint Stock Companies.
Co-operatives must file and change the list of officers and directors information with Registry of Joint Stock Companies.
Expand your knowledge: Central Registry of Securitisation Asset Reconstruction and Security Interest
You can change a co-operative's Articles of Incorporation and by-laws or do something out of the ordinary by filing a special resolution with Registry of Joint Stock Companies.
Co-operatives need to file financial statements with Registry of Joint Stock Companies each year.
Changing a co-operative's name requires filing a Name Change Form with Registry of Joint Stock Companies.
RJSC's Activities and Fees
RJSC's main functions and activities include administering and enforcing statutory provisions for incorporated companies, societies, and partnership firms.
To get Name Clearance, Registration, Certified Copies, and to file returns, you'll need to pay various costs and stamps.
The fees for registration of a company in Bangladesh depend on the number of documents submitted and the authorized share capital. For example, submitting eight or nine documents costs 1,600.00 or 1,800.00 BDT respectively.
Here's a breakdown of the fees for authorized capital:
RJSC's Core Activities in Bangladesh
RJSC's Core Activities in Bangladesh are centered around entity registration and legal management.
RJSC deals with various types of entities, including private companies, public corporations, foreign firms, business associations, societies, and partnership firms.
The Registrar of Joint Stock Companies and Firms (RJSC) is responsible for administering and enforcing statutory provisions related to these entities.
RJSC's operations are divided into primary processes, including clearance of names, registration, certification of copies, and winding-up.
To clear a name, new entities must apply for and acquire name clearance from RJSC, ensuring the proposed name is not the same or similar to any registered, booked, or in-process organization.
RJSC gives certificates of incorporation to new entities after verifying compliance with applicable acts and payment of necessary fees.
Registered entities must file returns using defined forms and schedules, which are approved and preserved by RJSC.
Here are RJSC's primary processes in a concise list:
- Clearance of Names
- Registration
- Certification of Copies
- Winding-up
In the winding-up process, a firm submits paperwork to RJSC if it decides to wind up or is required to do so by a court order or its Memorandum & Articles of Association.
RJSC removes a business's name from the Register if it ceases to exist.
A fee of BDT 1,000.00 is required to affix to the Memorandum of Association, and another fee is required to be incorporated into the articles of incorporation of the Association.
RJSC Fees
The RJSC fees can be a bit confusing, but let's break it down. The costs and stamps required for Name Clearance, Registration, Certified Copies, and filing returns include various fees.
The registration fee is a significant part of the overall cost. For filing six documents, the fee is 2,000.00 BDT. This includes five completed forms and one memorandum and articles of organization, each costing 200.00 BDT.
To determine the authorized share capital, there's an additional fee of 20,000.00 BDT for the first 20,000.00 BDT. For amounts exceeding this, the fee structure gets more complex.
Here's a breakdown of the fees for authorized capital:
For submitting eight or nine documents, the fee is either 1,600.00 or 1,800.00 BDT, depending on the number of documents submitted.
Expand your knowledge: SpareBank 1 Nøtterøy–Tønsberg
Company Documents and Compliance
To form a company, you'll need to create certain legal documents and register with the Registrar of Joint Stock Companies. The Memorandum of Association describes all kinds of business activities and services a company can perform, including the number of shares held by directors, chairmen, managing directors, and shareholders.
A company must have a minimum of seven promoters to register as a public firm, while private enterprises require at least two promoters. The Memorandum of Association and Articles of Association must be prepared and filed with the Registrar of Joint Stock Companies, along with other required documents.
The company's authorized or registered capital, list of initial directors, and their formal permission to serve on the board of directors must also be submitted. A notice of the company's registered office location and the directors' written declaration to take up and pay for their qualification shares are also required.
To keep your company compliant, you'll need to file returns with the Registrar of Joint Stock Companies. As a private company, you'll need to submit annual returns, including a balance sheet, profit and loss account, and notice by auditor. You'll also need to file returns for any changes to your company, such as changes to your registered office location or the appointment of new directors.
Here are the types of returns you'll need to submit as a private company:
Articles of Association
The Articles of Association is a crucial document that outlines the internal rules and regulations of a company. It's a vital component of a company's documentation, and it's required by law to be filed with the Registrar of Joint Stock Companies.
The Articles of Association is essentially a legal document that governs the internal workings of a company, including its management, decision-making processes, and shareholder rights. According to the Companies Act, it must be prepared and filed with the Registrar of Joint Stock Companies, along with the Memorandum of Association.
A key aspect of the Articles of Association is that it outlines the roles and responsibilities of the company's directors, including their powers and duties. It also specifies the quorum requirements for board meetings, the voting rights of shareholders, and the procedures for calling and conducting general meetings.
Here are some of the key components of the Articles of Association:
Overall, the Articles of Association is a critical document that helps to ensure the smooth operation of a company and provides a framework for decision-making and governance.
Return Filling:
Return Filling is a crucial aspect of company compliance. You need to file documents pertinent to the management and operation of your entity in prescribed Forms and Schedules, known as Returns Filing.
There are two types of Returns Filing: Annual Returns Filing and Returns Filing for any change in an entity. Entities submit returns for filing at the Registry of Joint Stock Companies.
You'll need to pay a filing fee and late filing fee, if applicable, to the Registry of Joint Stock Companies counter. The filing fee is BD 20,000.00 for each document, and a late fee of BD 500.00 per day, not exceeding BD 1,000.00 per document, will be charged for any document filed beyond the scheduled time.
Here's a list of returns to be submitted by private companies:
Company Name and Organization
To form a company in Bangladesh, you'll need to choose a name that meets the Registrar of Joint Stock Companies and Firms (RJSC) name clearance requirements. The same name cannot be used for a company or formation in Bangladesh, and it must not be similar to an international company, organization, social & cultural organization, or government organization.
You might enjoy: State Organization for Marketing of Oil
The RJSC requires a unique name that is not already in use, and you'll need to submit your chosen name for clearance. The cost of name clearance is 600 taka, which must be paid to the authorized bank.
The name of your company cannot be similar to a government development program or development organization, nor can it be a slogan, name, or program of an existing political party. You also cannot use a slang word, rebuke, or anything that may be considered offensive to social, religious, or national harmony.
Here are the steps to follow when choosing a company name:
- The name must be unique and not already in use.
- The name must not be similar to an international company, organization, social & cultural organization, or government organization.
- The name must not be similar to a government development program or development organization.
- The name must not be a slogan, name, or program of an existing political party.
- The name must not use a slang word, rebuke, or anything that may be considered offensive to social, religious, or national harmony.
If you're interested in using a name that is similar to an existing company, organization, or government organization, you'll need to obtain permission from the relevant authorities. This includes obtaining permission from a famous person or family, or from the Freedom Fighter Ministry of Bangladesh if you want to use a name related to freedom fighters.
Once you've chosen a name that meets the RJSC requirements, you'll need to submit it for clearance and pay the required fee. If your name is cleared, you can proceed with forming your company.
Foreign and Public Entities
For foreign companies, the process of registration in Bangladesh involves several fees. The filing of six documents, including the memorandum and articles of association, costs 2,400.00 Bangladeshi Taka.
In addition to the filing fee, foreign companies must also pay a registration fee of 10,000.00 Bangladeshi Taka.
Foreign Companies
Foreign companies looking to register in Bangladesh need to file six documents, which will cost them a total of 2,400.00 Bangladeshi Taka.
The cost includes the filing of a memorandum and articles of association at BDT 400.00 each and five other documents at BDT 400.00 each.
Registration of a foreign company requires a registration fee of 10,000.00 Bangladeshi Taka.
Additional reading: Disney Share Prices
Public Entity
A public entity is a government agency or organization that provides services to the public.
These entities are typically funded by taxpayer dollars and are responsible for implementing laws and policies.
Public entities can be divided into two main categories: federal and local.
Federal public entities include departments and agencies of the federal government, such as the Department of Defense and the Federal Bureau of Investigation.
For your interest: Navy Federal Credit Union
Local public entities, on the other hand, include cities, counties, and state governments.
For example, a city's police department is a local public entity responsible for maintaining law and order within the city limits.
Public entities often have a significant impact on the community, and their actions can be subject to public scrutiny.
This is why they must adhere to strict regulations and guidelines to ensure transparency and accountability.
Bangladesh
In Bangladesh, the Registrar of Joint Stock Companies and Firms (RJSC) is the executive organization responsible for monitoring ownership-related matters under Bangladeshi legislation.
The RJSC deals with a wide range of entities, including private companies, public corporations, foreign firms, business associations, societies, and partnership firms.
To register a business in Bangladesh, you'll need to apply for and acquire name clearance from the RJSC, ensuring the proposed name isn't already taken.
The RJSC is responsible for entity registration and legal management, and it's the head of the organization who oversees the process.
A unique perspective: Firms Raise Capital by Issuing Stock
Here are the primary processes of the RJSC:
- Clearance of Names: Verify that the proposed name is not already registered or in use.
- Registration: Obtain a certificate of incorporation after verifying the application and paying fees.
- Certification of copies: Obtain a certified copy of an entity's records upon request and payment.
- Winding-up: Submit paperwork to RJSC for winding up and dissolution of a business.
The costs of registering a business in Bangladesh include a fee of BDT 1,000.00 to affix to the Memorandum of Association.
Fees and Charges
The Registrar of Joint Stock Companies and Firms (RJSC) charges various fees for its services, which can be found in the Companies Act, 1994. The fees are quite detailed and can be overwhelming, but don't worry, I'll break them down for you.
Registration fee for a company is BDT 2,000.00 for the filing of six documents, including five completed forms and one memorandum and articles of organization. The fee for authorized capital is BDT 20,000.00 for the first 20,000.00, and then BDT 50.00 for each additional 10,000.00 or part thereof after the initial 10,00,000.00.
For Partnership Firm Registration, the cost is BDT 400.00, plus BDT 4.00 per Form -2, 5 or 6.
The RJSC also charges fees for return filing. Private companies have to file annual returns, which include Schedule X, Balance Sheet, Profit & Loss Account, and Form 23B Notice by Auditor. For each document submitted on time, the fee is BDT 20,000.00, and there's a late fee of BDT 500.00 per day, not exceeding BDT 1,000.00 per document.
Readers also liked: Round 2 (company)
Here's a breakdown of the fees for return filing:
For public companies, the fees are similar, but with some additional charges. The RJSC also charges fees for the submission of eight or nine documents, which can range from BDT 1,600.00 to BDT 1,800.00.
It's worth noting that the RJSC has a detailed list of fees and charges, which can be found on their website. It's always a good idea to check the official website for the most up-to-date information.
Check this out: Golden 1 Credit Union
Featured Images: pexels.com


