How to Register / Incorporate a Company in Bangladesh:

Company registration in Bangladesh is a simple process for both local and foreign investors. The most common type of entity is a private limited company having limited liability by shares. 

Here's a step-by-step guide to help you navigate the process:

As per section 2(q) of the 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.

The Companies Act 1994 outlines the characteristics of a company in Bangladesh:

à It restricts the rights to transfer the shares [s. 2(q)];
à The minimum number of members is 2 (two) [s. 5];
à The maximum number of members is 50 (fifty), excluding the persons employed in the Company [s. 2(q)];
à It must have at least two directors [s. 90 (2)];
à It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)];
à It does not have to fulfil the requirement of a statutory meeting or statutory report [s.83(12)].

STAGES IN COMPANY FORMATION:

NAME CLEARANCE CERTIFICATE

Name Clearance (NC) is a prerequisite for registration of a new entity (other than a Foreign Company and a Partnership Firm). The promoters of a new entity need to apply for and get name clearance for the entity before applying for registration. 

Name Clearance can be obtained online using the joint stock website at roc.gov.bd, which is a fairly simple process, and the name clearance certificate will remain valid for ninety (90) days from the date of issue.

FOR A FOREIGN INVESTED COMPANY, ADDITIONAL STEPS ARE:
à BANK ACCOUNT OPENING, REMITTANCE, AND OBTAINING ENCASHMENT CERTIFICATE

APPLY FOR REGISTRATION

The promoters of a new entity (having name clearance) need to apply for registration with the necessary documents, prescribed forms & schedules, stamps and fees, as appropriate to the entity type.

à Draft Memorandum/Articles of Association, forms & schedules etc.,

à Pay Stamp Duty (online)

à Apply for registration with prescribed fees (online).

Required Documents:

a. Memorandum & Articles of Association.

b. Form I: Declaration on Registration of Company [Section 25].

c. Form VI: Notice of Situation of Registered Office and Any Change therein [Section 77].

d. Form IX: Consent of Director to act [Section 92]. e. Filled in Form X: List of Persons Consenting to be Directors [Section 92]

f. Form XII: Particulars of the Directors, Manager and Managing Agents and any change therein [Section 115]

g. Name Clearance Certificate.

INCORPORATION CERTIFICATE

After review of the online application by the concerned dealing officer and the deputy registrar, the company registration may be approved, and a certificate along with Form XII and MOA AOA will be sent by email.

LICENSES

- Tax Identification Number (online)

- Trade License

- VAT Registration

Other licenses as required, depending on the  business nature, for example:

- Factory License

- Fire License

- Environmental Clearance

- Import Registration Certificate (IRC)

- Export Registration Certificate (ERC)