Registering a Private limited company in Bangladesh
To register a company manually, one has to go to RJSC office and fill the
application form. One can also register through website of the office of the
Registrar of Joint Stock Companies and Firms (RJSC). The web address is
www.roc.gov.bd
5.6 Steps of forming a company in Bangladesh
Name Clearance
Registration
Return Filling
Winding Up
Issuance of
Certified Copies
Struck off
5.7 Name clearance:
RJSC name clearance is the very first stapes for a company formation or
registration to start business in Bangladesh. RJSC (The Registrar of Joint stock
Companies and Firms) is the only legal authority and regulatory body to issue
Name Clearance Certificate.
5.8 Name Clearance Terms and Condition:
1. The same name is not applicable for Company / formation in Bangladesh,
(Which is certified by RJSC). Its hearing sound, written style and sight will
not be same all the way.
2. Name could not be similar with an international company, organization, social
& Cultural organization.
3. Name cannot be permissible any existing company, business body, Social,
Cultural, Entertainment & Sporting organization’s name.
4. Company’s name will not be similar Govt. Organization or Company.
5. Nationally fame person’s name or famous family’s name need to permission
from particular person and take permission to Government.
6. If you interested to take freedom fighter-related name for your company
must be essential approval of Freedom Fighter Ministry of Bangladesh.
7. Company’s name could not be similar of Govt. development program or
development organization.
8. No name will applicable of political party’s slogan, political party’s name
and program which are existing now.
9. Slang word, Rebuke or……possible for company formation in Bangladesh.
10. Cannot select any name which is broken Social, Religious and national
harmony.
11. 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.
12. Social, cultural & sporting Organizations can be limited company by taking
Ministry permission otherwise not possible to do.
13. Violating any name clearance terms & conditions R, RJSC can change
providing name and if name is unchanged a certain time, Registration
number will be acquainted of the company.
14. Only name clearance is not final settlement of Company
Registration/Formation first stapes.
At first you select a name of your company than submit RJSC and pay 600 (Six
Hundred) taka to schedule authorized bank of name clearance cost. If you get
name clearance from RJSC of submitting company’s name, and make
Memorandum of Association & Article of Association.
5.9 Registration
5.9.1 Memorandum of Association:
Memorandum of Association describes all kinds of business & activities which
will be operate by the company and mentioned of shares distribution of every
Director and shareholders. All share holder, director, managing director,
Chairman signed it for their proposed share.
5.9.2 Articles of Association:
Article of Association basically written down legal and administrative activities
of the company, as like borrowing powers, power of chairman, managing
director, director and shareholders, general meeting procedure, quorum of
meeting, vote of member’s, qualification shares of directors, quorum of board
meetings, number of share of directors and shareholders and all other operating
activities which followed by Company Act 1994.
5.9.3 Submission and Payment
After Preparation Memorandum of Association & Article of Association and all
relevant documents and getting signature from prospected director and
shareholder and submitted to www.roc.gov.bd for formation and finally
Click the print icon(s) under the Print Preview to preview the documents
submitted online. Make sure data is correct, to submit them and pay the
application fee at BRAC Bank or EBL Or One bank.
Click the Continue button and you will see the Submission and Payment
Reference page
Congratulations! You have successfully completed the online submission of
Registration Application.
Please retain this submission reference for future reference.
You can Edit your submission (if you so decide) prior to submission
documents.
Click Back to Home to go the home page.
5.10 Return Filling:
a. Registered entities are to file to RJSC documents pertinent to management /operation of
the respective entity in prescribed Forms and Schedules (called Returns Filing).
b. There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns
Filing for any change in an entity
c. Entities submit returns for filing at RJSC.
d. Entities pay filing fee and late filing fee (if applicable) to RJSC counter
e. RJSC scrutinizes returns.
f. In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial
measures.
g. RJSC archives approved returns.
Returns to be Submitted
PRIVATE COMPANY (Companies Act, 1994)
Private companies are to submit the following returns for filing.
a. Annual Returns
i. Schedule X – Annual summary of share capital and list of shareholders,
Directors: to be filed within 21 days of AGM [Section 36].
ii. Balance Sheet: to be filed within 30 days of AGM
iii. Profit & Loss Account: to be filed within 30 days of AGM
iv. Form 23B Notice by Auditor: to be filed within 30 days of receiving
appointment information from the company
[Section 210 (2)].
b. Returns for Change
i. Filled in Form III – Notice of consolidation, division, subdivision or
conversion into stock of shares: to be filed within 15 days of consolidation
and division etc. [Section 53 & 54].
ii. Filled in Form IV – Notice of increase share capital: to be filed within 15
days of increase of share capital/member [Section 56].
iii. Filled in Form VI – Notice of situation of Registered Office and of any
change therein: to be filed within 28 days of establishment or change
[Section 77].
iv. Filled in Form VIII – Special Resolution/ Extraordinary Resolution
including name change, conversion into public company, alteration of the
memorandum of association, alteration of articles of association etc : to be
filed within 15 days of the meeting [Section 88 (1)].
v. Filled in Form IX – Consent of Director to act: to be filed within 30 days of
appointment [Section 92].
vi. Filled in Form XII – Particulars of the Directors, Manager and Managing
Agents and of any change therein: to be filed within 14 days from the date
of appointment or change [Section 115].
vii. Filled in Form XV – Return of allotment: to be filed within 60 days of
allotment [Section 151].
viii. Filled in Form XVIII – Particulars of mortgages or charges: to be filed
within 21 days of creation of the mortgage or charge [Section 159 & 391].
ix. Filled in Form XIX – Particulars of Modification of Mortgage or Charge: to
be filed within 21 days of the date modification [Section 167(3) & 319].
x. Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge:
to be filed within 21 days of the date satisfaction [Section 12 & 391].
xi. Filled in Form 117 – Instrument of Transfer of Shares.
xii. Digital copy of original Memorandum & Articles of Association
5.11 Winding Up:
1. Mode of Winding Up
The Winding up of a company may be either
i. By the court; or
ii. Voluntary
a. Sub-Divisions of Voluntary Winding Up
i. Members Voluntary Winding Up: wherein a declaration of solvency to pay debts
is made
ii. Creditors Voluntary Winding Up: wherein a declaration of solvency is not made
iii. Subject to supervision of court: wherein a company has resolved to wind up
voluntarily and the court makes an order on consideration of a petition by the
member (s) or the creditor (s) that the Voluntary Winding up shall continue but
subject to supervision of the court
2. Winding Up by the Court
i. The Company or any creditor or creditors or the Registrar submits petition to the
court for Winding up of the company by the court.
ii. Winding up of a company by the court is deemed to commence at the time of
presentation of the petition for the Winding Up.
iii. The petitioner/the company files with the Registrar a copy of the Court order within
thirty (30) days of the court order.
iv. The Registrar notifies in the official gazette that such a court order has been made.
v. The court may, at any time after an order for Winding up, in consideration of an
application of any creditor or contributor, make an order staying the Winding up
proceedings either altogether or for limited time.
vi. The court may appoint other than the official receiver a person or persons as official
liquidator or liquidators for the purpose of conducting the proceedings of winding
up.
vii. The official liquidator files with the Registrar audited accounts.
viii. When the affairs of the company are completely wound up the official liquidator
files with the Registrar court order of dissolution within fifteen (15) days of such an
order.
3. Voluntary Winding Up
i. A company may adopt resolution, special resolution or extraordinary resolution for
Voluntary Winding up.
ii. A Voluntary Winding up is deemed to commence at the time of passing of the
resolution.
iii. The company within ten (10) days of resolution notifies in the official gazette and in
newspaper that such a resolution has been taken.
iv. Members Voluntary Winding up: In this case, prior to passing of the resolution of
Voluntary Winding up, the directors at a meeting make a declaration of solvency that
the company is capable to pay its debts within a period not exceeding three (3) years.
The declaration is filed with the Registrar.
v. Creditors Voluntary Winding up: In this case, a declaration to pay debts is not made.
vi. The company shall appoint one or more liquidators.
vii. As soon as the affairs of the company are fully wound up and final meeting held, the
liquidator within one (1) week of the meeting files with the Registrar final accounts
and returns of the final meeting.
viii. The company shall be deemed to be dissolved on expiration of three (3) months of
registration of returns of the final meeting.
ix. The dissolution period may however be extended by the court on consideration of
any petition.
x. Winding up subject to supervision of court: At any stage of the Voluntary Winding
up process, the court may make an order, on consideration of a petition by the
member (s) or the creditor (s), that the Voluntary Winding up shall continue but
subject to supervision of the court.