Bangladesh is one of the growing number of foreign companies that adopt liberal industry policies with a variety of generous opportunities for foreign investors; Therefore, Bangladesh is one of the emerging centers for foreign investment. With over 6% growth in the past decade and a huge local customer base, the economy is an attractive destination for investing in a large array of sectors.
Unlike some emerging economies, Bangladesh allows 100% foreign equity holding companies. A wholly foreign-owned enterprise (WFOE) based in Bangladesh may enter into commercial agreements with other parties, whether natural or artificial, as a separate legal entity relating to the production, production, and commercial activities of income within and outside Bangladesh.
The Companies Act deals with the constitutional requirements of the Company’s constitution and subsequent administration. The statutory body under this Act is the Joint Stock Companies and Registers of Firms (RJSC) which provide the details
According to international practice, there are two types of companies that can be registered in Bangladesh – Public Limited Companies and Private Limited Companies. The type commonly chosen by foreign investors is private limited. Below are the steps to register a Private Limited Company of Bangladesh:
Step 1: Get a Name Certificate
The company’s proposed name must be approved before it can be incorporated in Bangladesh. The application for the name clearance must be submitted to the RJSC along with the admission application form and the proposed name.
Step 2: Documentation
The following companies must be prepared and compiled for the organization’s organization:
A) Memorandum of Association (MoA) and Articles of Association (AOA)
B) Resolution of opening a company in Bangladesh to foreign preachers
C) Acquiring and performing the following forms:
- Fill out the form: Announcement of company registration;
- Fill out the form: Notice of Registered Office Status;
- Form IX Fill out the form: manager’s consent;
- Fill out Form X: List of people who agree to be a director (minimum of 2 directors required);
- Fill out Form 12: Details of Directors, Directors and Managing Agents.
Step 3: The formalities associated with the bank account
The promoters are required to open a temporary bank account in the name of the proposed company of a designated bank on the condition that the account be regulated once the company is properly registered with the company’s home. After the account is created, the capital contribution has to be sent to the temporary account and an encashment certificate from the bank stating that the amount required for the capital contribution has been duly sent and received.
Step 4: Submit the document to the registrar
Finally, the RJSC will have to apply for a government fee along with all the documents listed above. After the RJSC allows all documents, the company registers and provides the certificate of appointment.
Step 5: Post Registration Consent
At the end of the registration process, a private limited company will have to obtain any or all of the following documents:
a) Investment Registration Board
b) Trade license from the relevant City Corporation
c) Tax Identification Number (TIN) of the National Board of Revenue (NBR)
d) VAT registration certificate from NBR
e) Fire Certificate of Bangladesh Fire Service and Civil Defense Authority (industrial enterprise)
f) Environment Exemption Certificate from the Department of Environment, if the company is involved in industrial projects (for industrial enterprises). g) Investor visas, work permits and employment visas for foreign nationals.