Rules and registration fee for forming a private limited company 2021-2022
A new investor has to start a business by following certain rules. First the new company has to be registered with the Registrar of Joint Stock Companies and Firms. The address of the registration office is TCB Bhaban (7th floor), 1, Kawran Bazar, Dhaka. It deals with the registration of companies, associations and partnership organizations in accordance with the Companies Act and other rules. There are separate rules for private limited companies and public limited companies
Basic Information of Private Limited Company 7
A private limited company has to have a minimum of two shareholders. And the maximum shareholder can be 50 people. In order to take more shareholders, a private limited company has to be converted into a public limited company. In the context of Bangladesh, a company is called a limited company based on the number of members and infrastructure of the company. A limited liability company in which the number of members is kept to a minimum of 2 or a maximum of 50 and the company is registered on the basis of limited liability under the law given to it, is called a privately owned limited company or private limited company. There are certain restrictions on the transfer and sale of shares of a private limited company. If any shareholder of a private limited company wants to sell his shares, he has to sell it among the existing shareholders. However, subject to their consent, the shares may be sold or transferred to an outside person or organization. The company cannot sell to the public any type of debt, including shares and debentures and bonds.
** Formation of Private Limited Company Process:
It has already been said that a minimum of 2 people and not more than 50 people can form a private limited company.
Necessary documents
(1) Company name (name clearance must be obtained)
(2) Union rules and association memorandum.
(3) Statement of shareholders (National identity card if the shareholder is a Bangladeshi)
(4) Director's Statement (with Tax Identification Number)
(5) Registered address
(6) Signed IX form
(6) Copy of passport of foreign shareholder and director.
Step-1: Name clearance:
To establish a company in Bangladesh, your first step is to get a name clearance for the proposed company name. You can apply for name clearance by visiting http://www.roc.gov.bd and creating an account in your own name. After applying for name clearance, you will get a bank payment slip and you have to deposit BDT.600 and 15% VAT i.e. BDT.90 in the designated bank. After making the payment, you will get a clearance certificate in the name when you log in to your account on the website again.
You can follow RJSC's guideline for name clearance. Click here to see the guide line.
The approved name will be reserved for 6 months from the date of clearance. You can extend the validity of the name by submitting a time extension request before it expires.
Step 2: Company registration
To register a company, one has to submit the required information on the RJSC website. You will also need to upload Form IX and the company's share-holding page (with signatures). After you complete all the process, you will get a bank payment slip to pay the registration fee along with stamp duty.
After making the payment to the bank, it is assumed that your work is done at a glance. RJSC officials will examine the documents and information you provide. If they are satisfied, the document will be digitally signed and the following documents will be sent to your e-mail.
1) Certificate of In-Corporation;
2) MOA and AOA; And
3) Form XII
Receiving these documents means that the company is registered. After registration of the company some more process has to be completed. The matter of tax has to be properly complied with as per the instructions of NBR. A trade license is required, in all cases a trade license is required. You can also register the company name or logo trademark to ensure security. However, it is important to register the name of the product or service provided by the company, the logo trademark, otherwise it may be counterfeit.
** Registration Fees:
Private companies (under the Companies Act, 1994)
Stamp fee:
1. For Memorandum of Association: tk.
2. For Articles of Association:
Authorized Capital (Money) Fee (Money)
20,000 to 3,000
More than 20,000,000 to 600,000 to 8,000
More than 600,000 to 20,000
Registration fee:
1. For filing 6 documents (5 forms and 1 memorandum and article of association) - 6× 400 Tk. per document = 2400 taka.
2. For authorized share capital:
Authorized Capital (Money) Fee (Money)
Up to 20,000 zeros
Extra zero for every 10,000 or part thereof of more than 20,000 to 50,000
Extra zero for every 10,000 or part of it, from 50,000 to 10,000,000
Over 100,000 to 50,000,000 per 100,000 or additional 50 for every part thereof
An additional 60 for every 1,000,000 or part thereof over 50,000,000
3. Digital Certificate Supply Fee = Zero.
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