Joint Venture Company Registration and Incorporation Procedure in Bangladesh

In Bangladesh, foreign investors often establish Joint Venture (JV) companies to comply with equity participation regulations in various sectors. While 100% foreign investment is allowed in most sectors, certain industries—such as arms and ammunition, nuclear energy production, and security printing—are reserved for local investors. Notably, in the freight forwarding sector, foreign ownership is capped at 40%, necessitating a local partner.

How to Incorporate a Joint Venture Company in Bangladesh

Incorporating a Joint Venture in Bangladesh follows a process similar to that of a Private Limited Company. The Companies Act of 1994 outlines the statutory requirements, while the Registrar of Joint Stock Companies and Firms (RJSC) provides detailed guidelines on their official website.

Step-by-Step Procedure for Joint Venture Incorporation

Step 1: Obtain Name Clearance

1. Application Submission: Submit an application to the RJSC, including:
   • Application Form
   • Proposed Company Name

Step 2: Documentation Preparation

Prepare the following documents:

1. Memorandum and Articles of Association (MoA and AoA).
2. Promoters’ Resolution: A resolution from the promoters to establish the company.
3. Forms Required for Registration:
   • Form I: Declaration on registration
   • Form VI: Notice of registered office location
   • Form IX: Consent of directors
   • Form X: List of consenting directors
   • Form XII: Details of directors, manager, and managing agents

Step 3: Bank Account Formalities

1. Open a Temporary Bank Account: Create a temporary account in the proposed company's name at a scheduled bank.
2. Capital Contribution: Deposit the required capital in the temporary bank account.
3. Encashment Certificate: Obtain a certificate from the bank confirming the capital has been deposited.

Step 4: Submission to RJSC

Submit the completed application and all supporting documents to the RJSC.

Time Frame: Typically, the RJSC issues a certificate of incorporation within 6-8 working days after submission.

Post-Incorporation Compliance

After registration, a company must comply with the following requirements:

1. Trade License: Obtain from the relevant City Corporation.
2. Tax Identification Number (TIN): Acquire from the National Board of Revenue (NBR).
3. VAT Registration: Register for VAT with the NBR.
4. Fire Safety Certificate: Secure from the Bangladesh Fire Service and Civil Defense Authority.
5. Environmental Clearance Certificate: Required for industrial projects from the Department of Environment.

Special Considerations for Investment in Kind

While the Companies Act does not explicitly address "investment in kind," it is a common practice. Key steps include:

1. Company Registration: The company must be registered with the RJSC.
2. Documentation: Fill out relevant forms and establish a vendors' agreement.
3. RJSC Filing: Submit all documents to the RJSC for recording.

A Joint Venture (JV) agreement is also essential and must be duly stamped. If executed outside Bangladesh, it should be consularized and attested by the Bangladeshi Embassy and foreign ministry.

Timeframe for Incorporation

The entire process typically takes 2-3 weeks, with name clearance valid for 6 months. Initial paid-up capital must be transferred through the opened bank account, especially for foreign investments.

Incorporation Fees

Government fees for company registration depend on the authorized capital. For issuing the Incorporation Certificate, the fee is BDT 1,000.

Choosing Helpink for your business consulting needs offers several distinct advantages:

1. Expertise in Local Regulations

Our team has in-depth knowledge of Bangladeshi laws and regulations, ensuring that your business complies with all legal requirements for incorporation and operation.

2. Tailored Solutions

We understand that every business is unique. We provide customized strategies and solutions that align with your specific goals and industry needs.

3. Streamlined Processes

With our experience, we simplify the registration and incorporation processes, helping you save time and avoid common pitfalls.

4. End-to-End Support

From initial consultations to post-registration compliance, we offer comprehensive support throughout your business journey.

5. Network of Resources

We have strong connections with local authorities, banks, and other stakeholders, facilitating smoother interactions and faster approvals.

6. Focus on Foreign Investors

Our expertise includes navigating the complexities of foreign investment, ensuring you understand equity participation requirements and sector-specific regulations.

7. Customer-Centric Approach

We prioritize your needs and provide responsive, attentive service to ensure a positive experience.

8. Proven Track Record

Our success stories and satisfied clients speak to our ability to deliver effective results and foster business growth.

By choosing Helpink, you gain a reliable partner committed to helping you achieve your business aspirations in Bangladesh.