Forming a Private Limited Company in Bangladesh involves specific steps and compliance with legal requirements. Here’s a comprehensive guide:
Steps to Form a Private Limited Company:
- Name Reservation:
- Choose a unique name for your company and apply for name reservation with the Registrar of Joint Stock Companies and Firms (RJSC).
- Ensure the name complies with the naming guidelines provided by the RJSC.
- Memorandum and Articles of Association:
- Draft the Memorandum and Articles of Association, specifying the company’s objectives, rules, and regulations.
- This document must be stamped and signed by the subscribers (shareholders).
- Registration:
- Submit the required documents, including the Memorandum and Articles of Association, to the RJSC for registration.
- Pay the necessary registration fees.
- Obtain Certificate of Incorporation:
- Once the RJSC approves the documents, you will receive a Certificate of Incorporation, indicating the legal existence of your company.
- Tax Identification Number (TIN):
- Register for a Tax Identification Number (TIN) with the National Board of Revenue (NBR).
- Bank Account:
- Open a bank account in the company’s name using the Certificate of Incorporation and other required documents.
- Trade License:
- Obtain a trade license from the local City Corporation or Municipality where your business will operate.
- VAT Registration:
- Register for Value Added Tax (VAT) with the local VAT authority if your business reaches the specified turnover threshold.
- Social Security Registration:
- Register with the Department of Labor for employee social security if hiring local employees.
Required Documents:
- Memorandum and Articles of Association
- Form for Incorporation
- Resolution of the board of directors
- Identification and address proof of shareholders and directors
- Proof of the company’s registered office address
- TIN certificate
Legal Assistance:
Given the complexities involved, consider hiring a lawyer or consultant well-versed in Bangladeshi corporate laws to assist with documentation and legal compliance.
Ongoing Compliance:
After incorporation, ensure compliance with annual filing requirements, tax filings, and other regulatory obligations imposed by the authorities.
Costs and Timelines:
The costs and timelines may vary based on the type of entity, legal assistance sought, and government processing times.
Always verify the latest requirements and procedures with official government sources or legal professionals, as regulations may change.