Guidelines for Company Name Registration in Bangladesh involve a meticulous process, particularly when it comes to selecting and changing the company’s name. The Companies Act, 1994 of Bangladesh provides a comprehensive set of guidelines to ensure that company names are unique, do not confuse, and comply with legal standards.
- 1 Company Name Registration in Bangladesh
- 1.1 Step-1: Unique Company Names
- 1.2 Step-2: Name Change Procedures
- 1.3 Step-3: Name Clearance Process
- 1.4 Step-4: Fees for Name Clearance
- 1.5 Step-5: Government Consent for Undesirable Names
- 1.6 Step-6: International Organizations Consent
- 1.7 Step-7: Company Name Change Process
- 1.8 Step-8: Registrar’s Role and Information Requests
- 1.9 Legal Advice concerning Company Name Registration in Bangladesh by CLP
Company Name Registration in Bangladesh
This article aims to shed light on the key provisions outlined in the Act regarding company names, emphasizing the importance of adherence to these guidelines for a smooth registration process.
Here are the steps summarized for company name registration in Bangladesh
Step 1: Ensure a Unique Company Name (Section 11)
Step 2: Name Change Procedures
Step 3: Name Clearance Process
Step 4: Name Clearance Fees
Step 5: Government Consent for Undesirable Names (Section 11(4)
Step 6: International Organizations Consent
Step 7: Company Name Change Process
Step 8: Registrar’s Role and Information Requests
Step 9: Legal Advice by CLP
Step-1: Unique Company Names
The Companies Act 1994, as detailed in Section 11, strictly prohibits the registration of a company under a name identical to or closely resembling an existing registered company. The intention is to prevent confusion and deception in the business landscape. Exceptions are made only when the existing company is in the process of dissolution and provides written consent as required by the Registrar.
Step-2: Name Change Procedures
If a company is inadvertently registered with a name identical to or resembling an existing one without proper consent, the Registrar may direct the company to change its name within a stipulated period of one hundred and twenty days. Failure to comply with this direction can result in fines for the company and its officers. Companies must follow the prescribed procedures to ensure legal compliance and avoid penalties.
Step-3: Name Clearance Process
Before proceeding with the registration, entrepreneurs must obtain name clearance from the Registrar of Joint Stock Companies and Firms (RJSC). The procedure involves:
- Clearance Application: Entrepreneurs submit a name clearance application to the specified RJSC office through the RJSC website.
- Fee Submission: The prescribed fee for name clearance must be submitted to the designated bank.
- Approval Process: Upon receiving the application and fee, the RJSC reviews and approves proposed names, ensuring they do not match or closely resemble existing ones.
- Validity and Registration: Name Clearance is valid for 30 days (180 days for societies). Entrepreneurs must file the registration application, along with necessary paperwork and payments, within this period to avoid revocation of name clearance.
Step-4: Fees for Name Clearance
Name Clearance Fees:
- Company: BDT 200.00 per proposed name.
- Partnership Firm: BDT 200.00 per proposed name.
- Society: BDT 1000.00 per proposed name.
- Trade Organization: BDT 200.00 per proposed name.
Step-5: Government Consent for Undesirable Names
Section 11(4) mandates that companies cannot be registered under names declared as undesirable by the government through an official Gazette notification. This emphasizes the need for companies to conduct due diligence and choose names that do not fall under such undesirable categories. Exceptions are provided for companies registered before the commencement of the Companies Act, of 1994.
Step-6: International Organizations Consent
Companies are prohibited from being registered under names containing the name or abbreviation of the United Nations, its subsidiary bodies, or the World Health Organization without prior written authorization. This ensures that companies do not exploit or misuse names associated with prominent international organizations.
Step-7: Company Name Change Process
Companies have the flexibility to change their names through a special resolution, subject to the approval of the Registrar. The Registrar updates the company register with the new name and issues a certificate of incorporation reflecting the change. Importantly, this change does not affect the rights or obligations of the company, and legal proceedings can continue seamlessly under the new name.
Step-8: Registrar’s Role and Information Requests
The Registrar plays a pivotal role in overseeing the registration and name change processes. Additionally, companies can seek information about the registration status of a specific name by applying to the Registrar, accompanied by the prescribed fee. The Registrar is obligated to provide the requested information within thirty days of receiving the application.
Legal Advice concerning Company Name Registration in Bangladesh by CLP
Counsels Law Partners (CLP) is a leading law chamber in Bangladesh. If you need assistance concerning company name registration, the Barristers, Advocates, and legal experts at CLP in Gulshan, Dhaka, Bangladesh, are ready to help. For any queries or legal assistance, please reach us by E-mail:
Phone: +8801700920980. +8801947470606. Address: Jamilla Villa (3rd Floor), Flat No-C2, House No. 4/A/1, Road No. 02, Gulshan-1, Dhaka-1212.