Company registration RJSC (office of the Registrar of joint Stock Companies and Firms) is only Government authority of the company registration in Bangladesh. Generally large businesses are forming to a limited company there two are more entrepreneurs gathering here to operate a business activities and using big investment and mixing up vast knowledge of director’s experience.
There are some reasons existing in Bangladesh to become one of the most efficient and emerging business hubs into the world. Most of the top reasons exist here like as cheap labour cost, open sea and air port, well connectivity of rail and road access, fluent electricity and fuel supply and others facilities.
Joint stock company registration authority in Bangladesh is mostly known as RJSC. The RJSC gives approval or registration of nonprofit organization and issues different business incorporation certificate, such as Society Registration, Company’s Annual Return Filling/ Company Schedule X Submission, Company Share Transfer, Company Share Allotment/Increase, Company Winding up, Certified Copy issue, Partnership Firm Registration, Branch Office, Liaison Office/ Representative Office and so on.
Under the Company Act 1994, it is permissible for Bangladeshi companies to operate. Eligible citizens whose age 18 years, whether they are Bangladeshi or foreign, are allowed to establish a company at RJSC in Bangladesh.
The Private Limited Company is the most favorable company business in Bangladesh; privet limited company is known LLC (Limited Liability Company) liabilities limited by the shares. Bangladesh is widely open regarding for foreign ownership to allow up to 100 % foreign equity investment in most sector. In few sectors, however, essential to get prior approval from the government and some sectors restrict both foreign and local investment. Foreign investor has right to buy land and property in the name of registered company in Bangladesh. Basically, there is no official indication capital requirement in Bangladesh for this reason why $1(US Dollar) is considered the minimum capital condition.
Foreign investor should remember that they require to receiving an inward remittance not less than $100,000 if they want to employ foreign employees or set up a manufacturing factory or industries in Bangladesh. The majority of companies are registered as like private limited company or (Limited Liabilities Company). Foreign entrepreneurs can easily set up joint venture Company with local shareholders to get indigenous market and capital strengthen for doing better business facility.
Kinds of company available in Bangladesh
Private Limited Company
The most of companies are registered as private limited company in Bangladesh and liabilities is limited by the shares of capital. At least two and maximum fifty shareholders can open a private limited company to incorporate Company Registration at RJSC in Bangladesh. A privet limited company or joint stock company has to two directors for operating the company’s activities followed by Company Act. 1994 for privet limited company. The private limited company shareholders are not liable for the debts and liabilities of the company which exceed the amount of the share capital they have invested.
Most of the business sectors in Bangladesh are allowed 100% foreign ownership. Few sectors, however, you need to get prior approval from the government and a few sectors restrict both local and foreign investment. All directors can be treated as shareholders. After completing the incorporation or company registration at RJSC, Company can be allotted shares to get new Shareholders or can be transferred their shares to others.
Public Limited Company
In general, the Public Limited Company is a big legal entity in Bangladesh by getting company registration at RJSC. To establish a private limited company has to minimum seven shareholders who can be any individual or business and maximum unlimited by shares, must have three directors of any nationality who is above the age of 18, qualified by Bangladeshi Law.
A public limited company can invite people to buy their shares for funds raise to operate a business. These kinds of companies must comply with Bangladesh’s Securities and Exchange Commission Act 1993. Public limited companies need to be members of the Dhaka Stock Exchange and Chittagong Stock Exchange if they want to trade their shares.
Representative Office
A representative office can be established if there is a parents company abroad. This office is not able to earn any local income or engage in commercial activities. The purpose of using it is to coordinate, communicate, and market efforts, not to do anything else. All expenses and operational costs related to the representative office fall under the responsibility of the parent company.
The Representative Office is required to register with the Board of Investment, the Registrar of Stock Companies and Firms, and the Bangladesh Bank.
Branch Office
A branch office is considered extensions of an overseas parent company and not their own separate entity. Registration with the Board of Investment is necessary and its regulations must be followed. With approval from the Bangladesh government, branch offices can engage in commercial activities. The parent company is responsible for the responsibility of the branch office. Branch Office can operate like as an authorized company in Bangladesh, it enjoys more freedom and flexibility than liaison office.
For setting up a representative office or branch office in Bangladesh involves some steps such as submitting documents to BIDA, trade license, TIN Certificate, opening a bank account, getting Bangladesh Bank approval, registering with RJSC, and VAT registration certificate to journey commercial or official activities into Bangladesh.
Partnership Firm Registration in Bangladesh
Partnership Business is another most favorable business platform in Bangladesh. Partnership Firm Registration process is nearly similar as Company Registration at RJSC in Bangladesh. There must have at least 2 (Two) and highest 20 (Twenty) partners can start a partnership business to get Partnership Firm Registration from RJSC.
Generally, partnership business is known Partnership Firm in Bangladesh. The Partnership Firm is established under the provision of the Partnership Act. 1932. The Partnership Firm Registration is received from RJSC (Office of the Registrar of Joint Stock Companies and Firms) Limited Company Registration also done here.
At least 2 (Two) and not more than 20 (Twenty) entrepreneurs unanimously decide to setup a business which name is partnership firm. All partners are agreed to make a partnership deed for setting up a partnership business there indicates lots of terms and conditions that is very much necessary as like partner’s profit sharing ratio, partner’s responsibility, business field, Operating business rule, marketing strategy and others. Minor (Who is under 18 years) can be a business partner of partnership firm if partners unanimously accepted.
Partnership agreement is essential for a Partnership Firm there written down all kinds of activities, vision and business goal which is very much known partnership deed and must be needed Taka 4,000/= non judicial stamp for writing this partnership documents.
Joint Venture Company Registration in Bangladesh
Joint Venture Company Registration is the first step to start a business to get Company Incorporation Certificate / Company Registration from RJSC in Bangladesh where local and foreign entrepreneurs jointly invest their capital and operate commercial activities into Bangladesh.
Joint Venture Company means there foreign entrepreneurs and local entrepreneurs both together jointly monitoring the business and invest his/ her equity capital of the company though Bangladesh is legally accepted regarding foreign ownership to allow up to 100% overseas equity investment in generally most business sector.
There is no restriction bar to invest for foreign entrepreneurs’ minimum or maximum investment of joint venture company registration at RJSC in Bangladesh. Need a joint venture agreement that is stated both investors (Local and foreign entrepreneurs) personal information, business terms and conditions, business capital and mutual understandings of commercial activities of the company. The RJSC (The Registrar of Joint Stock Companies and Firms) is the legal authority of Joint Venture Company Registration in Bangladesh.
Foreign Company Registration in Bangladesh (Foreign owned 100% equity investment).
Bangladesh is widely open regarding for overseas investment/ capital to allow up to 100 % foreign equity investment in most sectors. Foreign Company Registration in Bangladesh means their overseas entrepreneurs’ invest hole paid up capital or equity investment for starting a business.
Director or Shareholder must be at least 18 years old and owned the qualifying shares which indicate on the articles or association. Foreign investor has to bring the required money (indicating the share money equivalent USD) in the proposed company`s bank account according to the Company Act 1994 and the RJSC guideline.
Company’s director can be treated as shareholders and shareholder or director will be at least 2 (two) and highest 50 (fifty); cent percent overseas investment is accepted in Bangladeshi low.
Company Share Transfer
Company Share Transfer is the continuing process of the privet limited and public limited company in Bangladesh. Basically, existing company’s shareholders want to transfer his/ her share to another shareholder or another person and not want to stay existing companies as Shareholder, Director, Chairman, she/ he may transfer his or hers by transfer own sharing portion of the company. Company’s existing shareholders get priority to purchase the leaving share of the company to strength business activities.
Sometimes board of directors of the company may decide to get new person as Shareholder or Director by transferring there share to revive the mending Form XII (adding new Director or Shareholder of the company) from RJSC in Bangladesh. When company’s board of Directors takes the decision to increase business capital or marketing strength at that time, they want transfer their share or Share Allotment (increase the Company`s share capital).
RJSC is widely known as Joint Stock Company Registration Office and legal authority of Company Registration, Company Share Transfer, Share Allotment, winding up, Schedule X updates, and other joint stock company related activities.
Company Share Allotment/ RJSC Share Allotment
Company Share Allotment or Company Share Increase is a routine based works for a limited company in Bangladesh. Company share allotment is very much known RJSC Share Allotment into the country. If the company (Board of Directors of the company) wills to increase their business capital at that time company (Board of Directors) gets decision to increase / allot or increase company paid up capital by taking more Company’s equity share for existing shareholder and holding newly allotted equity share to appoint as shareholder or Director of the limited company which is approved or certified from RJSC in Bangladesh.
Generally existing shareholders or directors want to get allotted new equity share to enjoy or monitor business activities though most of the time business capital increasing or paid up capital increasing is the main issues for strengthening business capacity, knowledge, innovative ideas, experience and competitive business tactics to sustain the competitive market. Company Share Allotment is the unique way to expand Company’s business capability by increasing paid up capital / company share allotment of the limited company in Bangladesh.
The Newly allotted Shareholders or Directors has to deposit share money to the company’s bank account before the documents submission to RJSC and attach to the personal bank statement of new Shareholders or Directors to assure the allotted share money transferred to the company’s bank account.
Company Winding up
If the company shall be wound up, the surplus assets shall (subject to any rights attached to special class of shares forming part of the share capital for the time being of the company) be applied first in the payment of the capital paid up on the ordinary shares and the remaining (if any) shall be distributed among the members holding ordinary share in proportion of the member of ordinary shares held by them respectively at the beginning of the winding up.
With the sanction of any an extra-ordinary resolution of the members or any part of the assets of the Company including any shares in another company or companies may be divided amongst the members of the company in specie or may be closed and the Company dissolved but no member shall be compelled to accept shares wherein there in any liability.
A petition is submitted to the court by the company, or any creditor, creditors, or registrar, to wind up the company and after the petition for winding up is submitted then the court is considered to proceed. The court has the authority to designate an official liquidator or liquidators to handle the winding-up proceedings.
RJSC Company Return Submission/ Company Schedule X Submission
RJSC Company Return Submission is the contentious process for a limited company in Bangladesh, every fiscal year Schedule X Submission is mandatory for a limited company and has to add audited financial statements of the company, otherwise must pay fines for the delay. The limited company must be arranged an annual general meeting (AGM). First AGM must be arranged within 18 (Eighteen) months of incorporation of the company and next annual general meeting must be completed no longer than 15 (Fifteen) months and continuing this process subsequently one Annual General Meeting to another fiscal year.