Introduction: according to companies act 1994, the term company is used

to describe an association of a number of persons, formed the common

purpose and they registered according to the law relating to companies.
Therefore a company is different from its members and individuals
composing it.
Section 2 (1) (c) of the act states that, accompany means
A company formed and registered under this act or an existing company
Company types: there are two types of companies
1. Private company
2. Public company
We are forming a private company as we are starting a company with 10
members and it will not exceed more than 30 members by any chance.
Essential steps of the company formation:
Company name: G&k private limited company. The name must be
approved (cleared) before incorporation of the company in Bangladesh
Directors. Minimum two directors are mandatory. Directors can be either
local or foreign. Directors must be at least 18 years of age and must not be
bankrupt or convicted for any malpractice in the past. The law requires that a
director must own qualification shares stated in the Articles of Association. A
shareholder who is not a natural person (i.e. a company) can select nominee
director.
Shareholders. A private limited company in Bangladesh can have a
minimum of 2 and maximum of 50 shareholders. A director and shareholder
can be the same or a different person. The shareholder can be a person or
another legal entity such as another company or trust. 100% local or foreign
shareholding is allowed. New shares can be issued or existing shares can be
transferred to another person any time after the Bangladeshi company has
gone through the incorporation process.

Authorized Capital. we must state the authorized capital in the

Memorandum of Association and Articles of Association. It is the maximum
amount of share capital that the company is authorized to issue (allocate) to
shareholders. Part of the authorized capital can remain unissued. There is no
minimum or maximum limit for authorized capital in Bangladesh.
Paid-up Capital. Minimum paid-up capital for registration of a Bangladeshi
company is Taka 1. Paid-up capital (also known as share capital) can be
increased any time after the incorporation of the company.
Registered Address. In order to register a company in Bangladesh, you
must provide a local address as the registered address of the company. The
registered address must be a physical address (can be either a residential or
commercial address) and cannot be a P.O. Box.
Memorandum and Articles of Association. The company to be
incorporated must prepare a memorandum of association (MoA) and articles
of association (AoA).
Printing and signature of memorandum.
The memorandum of every company shall
(a) be printed;
(b) be divided into paragraphs numbered consecutively; and
(c) be signed by each subscriber, who shall add his address and description
in the presence of at least two witnesses who shall attest the signature.
Required Documents
For the purpose of company incorporation in Bangladesh, the following
information is required by the company registrar:
Company Name. A name clearance must be obtained.

Memorandum of Association and Articles of Association. RJSC requires

that the object clause in the MoA to be within 400 words and 7 clauses.
Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
Directors Particulars (Tax Identification Number if the director is a
Bangladeshi)
Registered Address
Singed Form IX and Subscriber Page. Scanned copy in pdf will be
required.
For foreigners: Copy of passport of shareholder and director.
Registration Procedure
Company registration procedure in Bangladesh is partially computerized.
There are three distinct steps involved in the Bangladeshi company setup
procedure: a) Name Clearance; ii) Bank account opening and bringing in the
paid up capital; and finally b) Company Registration. Step ii is only applicable
if there is any foreign shareholder in the proposed company.
Step 1: Name Clearance
To set up a Bangladesh company, our first step would be to obtain a name
clearance for the proposed company name. We will have to
visit www.roc.gov.bd and create a username first. Then we will be able to
apply for name clearance. After we made the application for name clearance,
we will receive a bank payment slip and we will have to pay Taka 600 to the
designated bank. After making the payment, we will have to log in to our
account on the RJSC website and then we will get the name clearance.

.
Step 2: Bank account opening and bringing in the paid up capital
This step is only applicable if the proposed company has foreign
shareholding.
Next, we will have to open a bank account in the proposed company name
with any scheduled bank in Bangladesh. After opening the account, we will
have to remit money equal to the shares to be owned by the foreign
shareholder from outside Bangladesh in the account. The Bank will issue an
Encashment Certificate which will be required by RJSC for incorporation.
Step 3: Register Company
The last step is to submit all the required information in the RJSCs website.
Also we will be required to upload Form IX and Subscriber Page. After we
finish all the process, we will receive a bank payment slip for paying the
registration fees along with stamp duty.
After making the payment in the bank, we are done. Now we will have to
follow up with the RJSC for obtaining the incorporation certificate. RJSC
officials will check the documents and information. If they are satisfied, they
will issue the Certificate of Incorporation.
There are cases when the incorporation procedure can get delayed if the
shareholders or directors are of certain nationalities, although this happens
in rare cases only. In such cases, the authorities might ask for additional
information.
Post-Registration Formalities
Documents Issued
Certificate of Incorporation

RJSC will issue a Certificate of Incorporation of the company. The certificate

will have the registration number, name of the company and the date of
incorporation.
Form XII
Form XII contains the list of directors of the incorporated company.
Certified copies of MoA and AoA
Some of the other items we will almost certainly need upon registration of
our Bangladeshi company include:

Share certificates for each of the shareholders

Register for shareholders, shares, directors etc.

Company seal for the company

A rubber stamp for the company

Applying for Trade License, Tax Identification Number and other

licenses
After the incorporation, we should buy a commercial space or rent some
space in any commercial area.
Then we need to apply for Trade License and Tax Identification Number.
Depending on our companys business activities, we may need to obtain
more business licenses.
Return Filing Requirements
Annual Return: Each calendar year, an Annual General Meeting must be
held. The AGM must be conducted within 18 months of company

incorporation, after which no more than 15 months can elapse between one
AGM and the next.
Regular Return: In case of any change in the board of directors or in the
shareholding structure or any other change, a relevant return must be filed
with the RJSC within a certain period of time.
This is our total procedure and steps of forming our own private limited
company.