Public Limited Company Registration and Incorporation Procedure in Bangladesh

Overview

A Public Limited Company in Bangladesh can be formed with a minimum of seven members, and its membership is open to the public. This structure allows companies to raise capital by offering shares to the public, making it a popular choice for growing businesses.

Incorporation Process

While the Companies Act 1994 outlines the statutory requirements for incorporation, the detailed procedures are managed by the Registrar of Joint Stock Companies and Firms (RJSC). Below is a step-by-step guide to incorporating a Public Limited Company in Bangladesh.

Step-by-Step Procedure

STEP 1: Obtain Name Clearance

  1. Application Submission: Submit an application to the RJSC, including:
    • A completed application form
    • The proposed name of the company

STEP 2: Prepare Documentation

  1. Draft Required Documents:

    • Memorandum of Association: This document outlines the company’s objectives.
    • Articles of Association: This defines the internal rules governing the company.

  2. Directors' Resolution: Obtain a resolution from the directors authorizing the establishment of the company.

  3. Complete Necessary Forms: Fill out and submit the following forms to the RJSC:

    • Form I: Declaration of registration
    • Form VI: Notice of registered office location
    • Form IX: Consent of directors to act
    • Form X: List of consenting directors
    • Form XII: Details of directors, managers, and managing agents

STEP 3: Bank Account Formalities

  1. Open a Temporary Bank Account: Directors must open a temporary account in the proposed company's name with a scheduled bank, which will be regularized upon registration.

  2. Capital Contribution: Deposit the initial paid-up capital into this account.

  3. Obtain Encashment Certificate: Secure a certificate from the bank confirming the deposit of the required capital.

STEP 4: Submission of Documents to RJSC

Submit the application along with all required documents to the RJSC for processing.

Post-Registration Compliance

After registration, a Public Limited Company must fulfill the following compliance requirements:

  1. Trade License: Obtain a trade license from the relevant City Corporation by submitting the required application and documents.

  2. Tax Identification Number (TIN): Apply for an E-TIN through the National Board of Revenue (NBR) website.

  3. VAT Registration Certificate: Acquire a VAT registration certificate by applying to the NBR.

  4. Fire Safety Certificate: Obtain a fire safety certificate from the Bangladesh Fire Service and Civil Defense Authority.

  5. Environmental Clearance Certificate: If involved in industrial activities, secure an environmental clearance certificate from the Department of Environment.

Special Considerations: Investment in Kind

The Companies Act 1994 does not explicitly address "investment in kind." However, companies may receive significant investments through machinery or equipment. In such cases, follow these steps:

  1. Ensure the company is registered with the RJSC.
  2. Complete the relevant forms for the investment.
  3. Establish a vendor agreement among the investors.
  4. Submit the completed forms and vendor agreement to the RJSC for record-keeping and compliance monitoring.

Timeline for Incorporation

Upon fulfilling all requirements, the RJSC typically issues the certificate of incorporation within 6-8 working days. The entire registration process usually takes 2-3 weeks from the date of document submission.

Name Clearance Validity

The name clearance certificate is valid for 6 months and typically takes 3 working days to obtain. Following this, a bank account should be opened to transfer the initial paid-up capital from shareholders’ accounts. If there is foreign investment, the amount must be remitted through the newly opened bank account.

Government Fees for Incorporation

The registration fees are based on the authorized capital. The government fee for issuing the incorporation certificate is BDT 1000.

Why Choose Helpink?

  1. Expert Guidance: Our team consists of experienced professionals who specialize in company formation and compliance. We understand the intricacies of the Companies Act 1994 and are committed to providing you with the best advice tailored to your needs.

  2. Comprehensive Services: At Helpink, we offer a full range of services from initial consultation to post-registration compliance. We take care of every detail, allowing you to focus on growing your business.

  3. Streamlined Process: We simplify the incorporation process with clear steps and expert support. Our goal is to make the registration of your Public Limited Company as efficient and hassle-free as possible.

  4. Tailored Solutions: We recognize that every business is unique. Our services are customized to meet your specific requirements, ensuring you receive the most relevant and effective support.

  5. Transparency and Integrity: We pride ourselves on our transparent approach. You will receive clear information about fees and processes with no hidden costs, ensuring you are well-informed at every stage.

  6. Timely Support: We understand that time is crucial in business. Our team is dedicated to providing prompt responses and support, ensuring your registration process is completed in a timely manner.

  7. Proven Track Record: Helpink has successfully assisted numerous clients in establishing their Public Limited Companies. Our satisfied clients are a testament to our commitment to excellence and customer satisfaction.

  8. Post-Incorporation Support: Our relationship doesn’t end with registration. We provide ongoing compliance support, helping you navigate regulatory requirements and ensuring your business remains compliant and successful.

  9. Extensive Network: We leverage our connections in the industry to provide you with additional resources, including legal, financial, and business advisory services, to support your company’s growth.

  10. Commitment to Your Success: Your success is our priority. We are dedicated to helping you navigate the complexities of forming a Public Limited Company, ensuring you are set up for long-term success.

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