Company registration process in Bangladesh is very simple and easy. The following provides an overview of all the requirements that must be taken into account when forming a new company, and the steps that needs to be taken when forming or making amendments to the Memorandum of Association.

Name clearance

Companies in Bangladesh, before registering, must firstly obtain name clearance certificate. A new company must apply for name clearance to the Registrar of Joint Stock Companies and Firms (RJSC), and RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resemble any of the already taken names.

Registration

Upon application by a new company, RJSC issues a certificate of incorporation for a new entity upon satisfaction that the application is in line with the provisions of the applicable laws and that the fees are paid.

Documents Constituting a Registration Application

The following documents must be submitted for registration of a new company:

PRIVATE COMPANY

  1. Memorandum & Articles of Association
  2.  Form I: Declaration of Registration
  3. Form VI: Notice of Situation of Registered Office and of Any Change therein.
  4.  Form IX: Consent of Director to act.
  5.  Form X: List of Persons Consenting to be Directors.
  6. Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein.
  7.  Evidence of Name Clearance.
  8.  Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps             

PUBLIC COMPANY

       a. Memorandum & Articles of Association, original + 2 copies

       b.  Form I: Declaration on Registration of Company

       c. Form VI: Notice of situation of Registered Office and of any change therein

       d.  Form IX: Consents of Directors to Act

       e. Form X: List of Persons Consenting to be Directors

       f. Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein

       g. Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus

       h.  Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company

       i. Evidence of Name Clearance

       j. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

FOREIGN COMPANY

       a. Form XXXVI – Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.

       b.  Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.

       c. Form XXXVIII – List of Directors and Managers

       d.  Form XXXIX – Return of Persons Authorized to Accept Service

       e. Form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein

       f. Encashment Certificate Obtained From any Scheduled Bank.

       g. Permission from Board of Investment of Bangladesh.

When name of the company is identical

If a company is registered by a name which is identical to a company already registered, or so nearly resembling the name that there is a possibility of using that name to deceive, then that company shall, on the direction of the Registrar, change its name within a period of 120 days.

Memorandum of Association

Memorandum of companies limited by shares must state – 

(i) The name of the company, with “limited” as the last word;

(ii) The address of registered office;

(iii) The objects of company, and the territories to which they extend;

(iv) That the liability of its members is limited;

(v) The amount of share capital with which the company proposes to be registered.

Memorandum of companies limited by guarantee shall state –

(i) The name of the company, with “limited” as the last word;

(ii) The address of registered office;

(iii) The objects of company, and the territories to which they extend;

(iv) That the liability of its members is limited;

(v) That each member promises to contribute to assets of the company in the event of its being wound up while he is a member or within one year afterwards.

Memorandum of unlimited companies shall state –

(i) The name of the company;

(ii) The address of the registered office;

(iii) The objects of the company and the territories to which they extend.

Amendments to the Memorandum of Association

A company may, by special resolution, make amendments to the memorandum with respect to the objects of the company, if it is so required to enable it –

(a) To carry on its business more efficiently; or

(b) To reach its main purpose using improved means; or

(c) To change the territory of its operations; or

(d) To carry on some business which may be combined with the business of the company to its advantage; or

(e) To restrict an object specified in the memorandum; or

(f) To sell or dispose of the whole or any part of the company; or

(g) To merge with any other company or body of persons.

However, it must be noted that the Court has certain powers to confirm the alteration wholly or in part, and may add such terms as it thinks appropriate.

NAME CLEARANCE AND MEMORANDUM OF ASSOCIATION AT CLP

The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients in dealing with name clearance and with formation and amendments to Memorandum of Association. For queries or legal assistance, please reach us at:

E-mail: info@counselslaw.com
Phone: +8801700920980 | +8801947470606
Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.

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