Your legal adviser this week

Legal Query-

Dear Sir,

I have just completed my BBA, MBA from North South University. From my student life, I have always the choice to become a businessman. I have the plan to establish a company which will be the market leader of the production of garments accessories. Now, in order to do garments accessories business, I need to form a company. I would request you to inform me the details please, about the formation of any company.

Towfiq Inam
Baridhara, Dhaka.



Legal Opinion-

Thank you for your query. When considering the registration of a new company, most of the Bangladeshi companies are registered as private limited liability companies. A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person above the age of 18 can register a company in Bangladesh.
In registration process, first thing is to select the name of the company and the name must be approved (cleared) before incorporation of the company in Bangladesh. Minimum two directors are mandatory. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders.
You must state the authorized capital in the Memorandum of Association and Articles of Association. You must have also to state the paid-up capital of your company for registration. Paid-up capital or share capital can be increased anytime after the incorporation of the company. The company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA) and shareholders particulars, Director’s particulars, Registered address, Signed Form IX & Subscribed page are also required.
Then after preparing the all documents required and submission of the documents before RJSC, you will receive a bank payment slip for paying the registration fees along with stamp duty. After making the payment in the bank, you are done. Now you will have to follow up with the RJSC for obtaining the incorporation certificate. RJSC officials will check the documents and information. If they are satisfied, they will issue the digitally signed i) Certificate of Incorporation; ii) MoA and AoA; and iii) Form XII.
Then you need to apply for Trade License and Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses.