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Course Title: Business Law
Course Code: BUS360
Section: 04
Date: 28/03/2018
Submitted To:
Mr. Iftekhar Mahfuz
Lecturer
School of Business
Submitted By:
Name ID
Md. Ali Ridwan 1510188
Md. Mehedi Hasan 1530260
Sami Haque Chowdhury 1510069
Abu Kausar 1321503
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TABLE OF CONTENTS
Letter of Transmittal ....................................................................................................................... 3
Acknowlegement ............................................................................................................................ 4
Executive Summary........................................................................................................................ 5
Introduction..................................................................................................................................... 6
Private Company Limited ........................................................................................................ 6
What are the characteristics of a Private Limited Company defined in Companies Act 1994?..... 6
Pre-registration-what we need to know .......................................................................................... 7
CONSIDERATIONS FOR FOREIGNERS ................................................................................... 8
Restriction....................................................................................................................................... 8
Controller Sectors..................................................................................................................... 9
FUNDING OF BANGLADESHI BUSINESSES .......................................................................... 9
EQUITY SHARE CAPITAL................................................................................................... 9
BORROWINGS..................................................................................................................... 10
REPATRIATION OF FUNDS............................................................................................... 10
DIVIDENDS:......................................................................................................................... 10
ROYALTY, TECHNICAL KNOWHOW OR TECHNICAL ASSISTANCE FEES,
OPERATIONAL SERVICES FEES, MARKETING COMMISSION ETC. ....................... 10
TRAINING AND CONSULTANCY SERVICES ................................................................ 10
The Registrar of Joint Stock Companies and Firms ..................................................................... 11
Steps of forming a private compnay in bangladesh...................................................................... 12
Name Clearance......................................................................................................................... 13
Registration................................................................................................................................ 16
Returns Filing ............................................................................................................................ 20
Issuance of Certified Copies...................................................................................................... 22
Winding up.................................................................................................................................... 24
Struck Off...................................................................................................................................... 25
Documents .................................................................................................................................... 26
Importance of Memorandum Association .................................................................................... 28
References..................................................................................................................................... 29
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LETTER OF TRANSMITTAL
March 28, 2018
Mr. Iftekhar Mahfuz
Lecturer
School of Business
Independent University, Bangladesh
Plot-16, Block- B, Aftabuddin Ahmed Road
Bashundhara R/A, Dhaka-1229, Bangladesh
Subject: Assignment on the formation and registration of a private limited company in
Bangladesh.
Dear Sir,
We would to report that as you have requested and gave us the permission to work on the
formation and registration of a private limited company in Bangladesh. This report is an
important part of our course, and we have tried our best to work on it carefully and sincerely so
that we can create an informative report.
From this report we can get a remarkable experience that may proof to be useful in the future.
We thank you for all the support that made our analysis a success and managed in accordance
with our common hope.
Sincerely yours,
Md. Ali Ridwan
On behalf of the team
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ACKNOWLEGEMENT
First and foremost, I would like to thank Allah, the Almighty for giving me the strength,
knowledge, ability and opportunity to undertake this report on time. The final outcome of this
analysis required a lot of guidance and assistance from many people. Whatever we have done is
only because of such guidance and assistance. We thank the School of Business of Independent
University, Bangladesh for giving us the opportunity to do this project and providing us all the
support and guidance we needed to complete the project.
We are also grateful to our respective faculty Mr. Iftekhar Mahfuz. We express deep and sincere
gratitude to him whose guidance, encouragement, suggestion and constructive criticism have
contributed immensely to this project.
To all family members, relatives, friends and everyone who shared their support either morally or
physically, thank you.
Sincerely,
Md. Ali Ridwan
On Behalf of the Team
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EXECUTIVE SUMMARY
A private limited organization in Bangladesh is a different lawful element and investors are not
at risk for the organization's obligations past the measure of offer capital they have contributed.
This report will provide a detailed outline of organization enrollment prerequisites, methodology,
and course of events for enlisting a private constrained organization in Bangladesh. Like most
different jurisdictions, Bangladesh has an arrangement of beginning and continuous
administrative consistence necessities for beginning and working for an organization.
Under the RJSC website, we have tried to demonstrate all the sections and procedures need to be
followed to make a private company limited. It’s essential because without being registered, a
private company can’t work for a day
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Introduction
PRIVATE COMPANY LIMITED
A kind of organization that offers constrained risk, or lawful assurance for its investors however
that places certain limitations on its proprietorship. These limitations are characterized in the
organization's standing rules or directions and are intended to keep any unfriendly takeover
endeavor. (Private Limited Company, 2018)
As per section 2(q) of Companies Act 1994, it is a kind of privately held independent venture
substance. This sort of business substance limits proprietor obligation to their offers, constrains
the quantity of investors to 50, and confines investors from openly exchanging shares. (Business
Course, 2018)
WHAT ARE THE CHARACTERISTICS OF A PRIVATE LIMITED COMPANY
DEFINED IN COMPANIES ACT 1994?
The Companies Act 1994 has mentioned the following characteristics of a Private Limited
Company:
 It restricts the rights to transfer the shares [s. 2(q)];
 The minimum number of members is 2 (two) [s. 5];
 The maximum number of the members is 50 (fifty) excluding the persons employed in
the Company [s. 2(q)];
 It must have at least two directors [s. 90 (2)];
 It prohibits any invitation to the public to subscribe for the shares or debentures of the
Company [s. 2(q)];
 It does not have to fulfill the requirement of statutory meeting or statutory report [s.83
(12)].
 Subject to obtaining other licenses mentioned below in the post registration section of
this Report, a Private Company can commence business as soon as it is registered with
the RJSC. (Private Limited Company, 2018)
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PRE-REGISTRATION-WHAT WE NEED TO KNOW
Key factors about Company Formation
1. Company Name: The name must be approved (cleared) before incorporation of the
company in Bangladesh.
I. Directors: Minimum two directors are mandatory. Directors can be either local or
foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted
for any malpractice in the past. The law requires that a director must own qualification
shares stated in the Articles of Association. A shareholder which is not a natural person
(i.e. a company) can select nominee director.
II. Shareholders: A private limited company in Bangladesh can have a minimum of 2 and
maximum of 50 shareholders. A director and shareholder can be the same or a different
person. The shareholder can be a person or another legal entity such as another company
or trust. 100% local or foreign shareholding is allowed. New shares can be issued or
existing shares can be transferred to another person any time after the Bangladeshi
company has gone through the incorporation process.
III. Authorized Capital: You must state the authorized capital in the Memorandum of
Association and Articles of Association. It is the maximum amount of share capital that
the company is authorized to issue (allocate) to shareholders. Part of the authorized
capital can remain unissued. There is no minimum or maximum limit for authorized
capital in Bangladesh.
IV. Paid-up Capital: Minimum paid-up capital for registration of a Bangladeshi company is
Taka 1. Paid-up capital (also known as share capital) can be increased any time after the
incorporation of the company.
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V. Registered Address: In order to register a company in Bangladesh, you must provide a
local address as the registered address of the company. The registered address must be a
physical address (can be either a residential or commercial address) and cannot be a P.O.
Box.
VI. Memorandum and Articles of Association: The Company to be incorporated must
prepare a memorandum of association (MoA) and articles of association (AoA).
(Company registration in Bangladesh, 2018)
CONSIDERATIONS FOR FOREIGNERS
Foreigners wishing to open a Bangladesh company, must take into consideration the following
points:
I. You must open a bank account in the name of the proposed company with the name
clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) i.e.
the registrar of companies and bring in the initial paid up capital. This is a mandatory for
company incorporation in Bangladesh.
II. All company incorporation formalities can be handled without you having to visit
Bangladesh. The only exception may be opening a bank account, depending upon the
bank you choose.
III. All the director and shareholders can be foreigner.
IV. There is no requirement for you to obtain any special Bangladesh visa if you merely want
to incorporate a private limited company but have no plans to relocate to Bangladesh.
You are free to operate your company from overseas as well as free to visit Bangladesh
on a business visa whenever required to attend to company matters on a short-term basis.
V. If you plan to relocate to Bangladesh to operate your company, you are required to obtain
a work permit. (Foreign Investment in Bangladesh, 2018)
RESTRICTION
Local as well as foreign investment is restricted in the following four sectors:
I. Arms and ammunitions and other military equipment and machinery.
II. Nuclear power.
III. Security printing and minting
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IV. Forestation and mechanized extraction within the boundary of reserved forest. (Foreign
Investment in Bangladesh, 2018)
CONTROLLER SECTORS
I. Fishing in the deep sea
II. Bank/financial institution in the private sector
III. Insurance company in the private sector
IV. Generation, supply and distribution of power in the private sector
V. Exploration, extraction and supply of natural gas/oil
VI. Exploration, extraction and supply of coal
VII. Exploration, extraction and supply of other mineral resources
VIII. Large-scale infrastructure project (e.g. flyover, elevated expressway, monorail, economic
zone, inland container depot/container freight station)
IX. Crude oil refinery (recycling/refining of lube oil used as fuel)
X. Medium and large industry using natural gas/condescend and other minerals as raw
material
XI. Telecommunication service (mobile/cellular and land phone)
XII. Satellite channel
XIII. Cargo/passenger aviation
XIV. Sea-bound ship transport
XV. Sea-port/deep sea-port
XVI. VOIP/IP telephone
XVII. Industries using heavy minerals accumulated from sea-beach (Foreign Investment in
Bangladesh, 2018)
FUNDING OF BANGLADESHI BUSINESSES
EQUITY SHARE CAPITAL
Issuing equity shares is the conventional means of funding a local Bangladeshi subsidiary. The
amount of equity capital a company can issue is limited by the authorized capital specified in the
Memorandum of Association of a company. A company can increase its authorized capital only
if permitted by its Articles of Association. Equity capital can be repatriated on liquidation or on
transfer of shares.
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BORROWINGS
Companies may borrow money from both local and foreign sources. Borrowing from foreign
sources may require prior approval of Bangladesh Bank or BIDA.
REPATRIATION OF FUNDS
Foreign capital invested in Bangladesh is generally allowed to be repatriated along with profit, if
any, after the payment of taxes due on them.
DIVIDENDS:
Profits and dividends earned in Bangladesh are reparable after the payment of taxes due on them.
No permission of Bangladesh Bank is necessary for effecting remittance, subject to compliance
with certain specified conditions. No prior approval is required to remit profits earned by
Bangladeshi branches of companies (other than banks) incorporated outside Bangladesh to their
Head Offices outside the country.
ROYALTY, TECHNICAL KNOWHOW OR TECHNICAL ASSISTANCE FEES,
OPERATIONAL SERVICES FEES, MARKETING COMMISSION ETC.
Bangladeshi companies can enter into agreements for royalty, technical know-how or technical
assistance, operational services, marketing with foreign companies. These companies are
permitted to remit payments towards technical know-how and royalty under the terms of the
foreign collaboration agreement, subject to certain limits.
TRAINING AND CONSULTANCY SERVICES
Bangladeshi companies producing for local markets may remit up to a certain limit of annual
sales as declared in their previous years’ income tax return to meet the costs of training and
consultancy services as per relevant contract with the foreign trainer/consultant. (Foreign
Investment in Bangladesh, 2018)
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THE REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS
The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates
formation of companies etc.; and keeps track of all ownership related issues as prescribed by the
laws in Bangladesh.
RJSC deals with the following types of entities
1. Private company
2. Public company
3. Foreign company
4. Trade organization
5. Societies and
6. Partnership firms
In order to register a company, one has to visit primarily the website of the office of the Registrar
of Joint Stock Companies and Firms (RJSC). The web address is www.roc.gov.bd.
RJSC has its head office in Dhaka office location:
Head Office, Dhaka:
TCB Bhaban (6th Floor),
1 Kawran Bazar, Dhaka - 1215.
Tel: 88028189401, 88 02 8189403, Fax: 88 02 8189402, Email: rjsc@roc.gov.bd.(RJSC, 2017)
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STEPS OF FORMING A PRIVATE COMPNAY IN BANGLADESH
The business of RJSC is -
To incorporate Companies (including Trade Organization), Societies and Partnership Firms
under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership Act
1932, and
To administer and enforce the relevant statutory provisions of these acts in relation to the
incorporated companies (including Trade Organization), societies and partnership firms.
RJSC business is split into the following major business processes:
Name
Clearance
Registration
Return Filling
Winding Up
Issuance of
Certified
Copies
Struck Off
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Figure 1.1: Diagram of forming a private company in Bangladesh
NAME CLEARANCE
This is a pre-requisite for registration of a new company (other than Foreign Company) or a
society or a trade organization. Promoters of a new entity (company, society or trade
organization) apply for, and RJSC provides name clearance for one of the proposed names upon
satisfaction that it does not closely match or resembles with any of the already taken names
(registered, booked or under the process of registration of the same entity type).
There are some rules in choosing company name-
a) The same name is not applicable for Company / formation in Bangladesh, (Which is
certified by RJSC). Its hearing sound, written style and sight will not be same all the way.
b) Name could not be similar with international company, organization, social & Cultural
organization.
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c) Name cannot be permissible any existing company, business, Social, Cultural,
Entertainment & Sporting organization’s name.
d) Company’s name will not be similar Govt. Organization or Company.
e) Nationally fame person’s name or famous family’s name need to permission from
particular person and take permission to Government.
f) If interested to take freedom fighter related name for company must be essential approval
of Freedom Fighter Ministry of Bangladesh.
g) Company’s name could not be similar of Govt. development program or development
organization.
h) No name will applicable of political party’s slogan, political party’s name and program
which are existing now.
i) Slang word, Rebuke not possible for company formation in Bangladesh.
j) Cannot select any name which is broken Social, Religious and national harmony.
k) Earlier established (at least 10 years old) Social organization’s real name, to attend
personally with organizing Committee resolution for registration of social organization’s
real name.
l) Social, cultural & sporting organizations can be limited company by taking Ministry
permission otherwise not possible to do.
m) Violating any name clearance terms & conditions R, RJSC can change providing name
and if name is unchanged a certain time, Registration number will be acquainted of the
company.
To improve your chances of quick name approval, make sure the name:
a) is not identical or too similar to any existing local company names
b) does not infringe with any trademarks
c) is not obscene or vulgar
d) is not already reserved
Fees of Name Clearance
a) NC for company: @ BDT 600.00 for each of the proposed names.
b) NC for partnership firm: @ BDT 200.00 for each of the proposed names.
c) NC for society: @ BDT 1000.00 for each of the proposed names.
d) NC for trade organization: @ BDT 600.00 for each of the proposed names.
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REGISTRATION
The promoters of a new entity (having name clearance, where applicable) apply for registration
with necessary documents, prescribed forms & schedules and fees, as appropriate to the entity
type. The promoters -
a) Prepare Memorandum/Articles of Association as appropriate to the entity type.
b) Submit the registration application through website.
c) Pay the registration fee at the designated Bank.
RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters-
a) Obtained name clearance of the proposed entity (not applicable for Foreign Companies
and Partnership Firms) prior to the registration application.
b) Submitted the registration application within the validity period of the name clearance
(not applicable for Foreign Companies and Partnership Firms).
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c) Prepared and submitted the Memorandum & Articles of Association, prescribed forms
and schedules etc., as applicable.
d) Provided applicable fees.
Documents Constituting a Registration Application
PRIVATE COMPANY (Companies Act, 1994)
a) Memorandum & Articles of Association, original + 2 copies
b) Filled in Form I: Declaration on Registration of Company [Section 25].
c) Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein
[Section 77].
d) Filled in Form IX: Consent of Director to act [Section 92].
e) Filled in Form X: List of Persons Consenting to be Directors [Section 92]
f) Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of
any change therein [Section 115]
g) Evidence of Name Clearance.
h) Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury
(photocopy) of Collecting the Stamps
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RETURNS FILING
a) Registered entities are to file to RJSC documents pertinent to management /operation of
the respective entity in prescribed Forms and Schedules (called Returns Filing).
b) There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns
Filing for any change in an entity
c) Entities submit returns for filing at RJSC.
d) Entities pay filing fee and late filing fee (if applicable) to RJSC counter
e) RJSC scrutinizes returns.
f) In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial
measures.
g) RJSC archives approved returns.
Returns to be submitted
PRIVATE COMPANY (Companies Act, 1994)
Private companies are to submit the following returns for filing.
Annual Returns
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1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be
filed within 21 days of AGM [Section 36].
2. Balance Sheet: to be filed within 30 days of AGM
3. Profit & Loss Account: to be filed within 30 days of AGM
4. Form 23B, Notice by Auditor: to be filed within 30 days of receiving appointment
information from the company [Section 210 (2)].
Returns for Change
1) Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock
of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
2) Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase
of share capital/member [Section 56].
3) Filled in Form VI - Notice of situation of Registered Office and of any change therein: to
be filed within 28 days of establishment or change [Section 77].
4) Filled in Form VIII: Special Resolution/ Extraordinary Resolution including name
change, conversion into public company, alteration of the memorandum of association,
alteration of articles of association etc. : to be filed within 15 days of the meeting
[Section 88 (1)].
5) Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment
[Section 92].
6) Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of
any change therein: to be filed within 14 days from the date of appointment or change
[Section 115].
7) Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section
151].
8) Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of
creation of the mortgage or charge [Section 159 & 391].
9) Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed
within 21 days of the date modification [Section 167(3) & 319].
10) Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed
within 21 days of the date satisfaction [Section 12 & 391].
11) Filled in Form 117 - Instrument of Transfer of Shares.
12) Digital copy of original Memorandum & Articles of Association
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ISSUANCE OF CERTIFIED COPIES
Anyone can apply for certified copy of record(s) of an entity. In response to any such application
and after getting requisite payment, RJSC issues certified copy of the historical records of an
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entity. Profit & loss account is however open to only authorized personnel of the respective
entity.
PRIVATE COMPANY (Companies Act, 1994)
Identified by unique nature
1) Articles of Association or part thereof
2) Memorandum of Association or part thereof
3) Certificate of incorporation
4) Declaration on registration of company
5) List of persons consenting to be directors (1st Directors
Identified by the applicable year
1) Annual summary of share capital and list of shareholders, Directors
2) Balance Sheet
3) Profit & Loss Account (only to the authorized person of the respective company)
4) Notice by Auditor
Identified by the effective date
1) Notice of consolidation, division, subdivision or conversion into stock of shares
2) Notice of increase of share capital
3) Notice of situation of registered office and of any change therein
4) Special Resolution/Extraordinary Resolution
5) Consent of director to act
6) Particulars of the Directors, Manager and Managing Agents and of any change therein
7) Return of allotment
8) Particulars of mortgage or charges
9) Particulars of modification of mortgage or charge
10) Memorandum of satisfaction of mortgage charge
11) Instrument of Transfer of Share
12) Alteration of Memorandum of Association
13) Alteration of Articles of Association
14) Name change
15) Conversion of private company into public company
16) Certificate of Registration of mortgage or charge
17) Certificate of Registration of modification of mortgage or charge
18) Certificate of Registration of satisfaction of mortgage or charge
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19) Struck off certificate
20) Wound up certificate
WINDING UP
A company having resolved to or the court makes an order or Memorandum & Articles of
Association provide so for winding up of the company, submits to RJSC documents of winding
up procedures and dissolution.
The Winding up of a company may be either
1) By the court; or
2) Voluntary
For any required or permitted document for winding up: BDT 400.00 (for each document)
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STRUCK OFF
a) Where the Registrar has reasonable cause (like annual returns are not submitted for a long
period etc.) to believe that a company is not carrying on business or in operation, sends to
the company a notice (1st notice) inquiring whether the company is carrying on business
or in operation.
b) If the Registrar does not within thirty (30) days of sending the notice receive any answer
thereto, shall within fourteen (14) days, after the expiration of the said thirty (30) days
send to the company a 2nd notice stating that if an answer is not received to the 2nd
notice within thirty (30) days from the date thereof, a notice will be published in the
official Gazette with a view to striking the name of the company off the register.
c) If the Registrar either receives an answer from the company to the effect that it is not
carrying on business or in operation, or does not within thirty (30) days after sending the
2nd notice receive any answer, he may publish in the Official Gazette, and send to the
company a notice that, at the expiration of ninety (90) days from the date of that notice,
the name of the company mentioned therein will, unless cause is shown to the contrary,
be struck off the register and the company will be dissolved, and
d) In such a case the Registrar may send a copy of the notice to the company while sending
it to the concerned authority for its publication in official Gazette.
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DOCUMENTS
Application to RJSC along with the documents executed as listed above.
1. Post registration compliances for a Private Company limited by shares
(a) Trade License
2. The Companies have to obtain trade license from the relevant City Corporation. The
proposed Company is required to file its application at the nearest City Corporation along
with relevant documents and appropriate fees.
3. (b) Tax Identification Number (“TIN”)
4. A Company has to obtain E-TIN from the recommended website of National Board of
Revenue (NBR).
5. (c) VAT Registration Certificate
6. The newly incorporated Company has to collect a VAT registration certificate. In this
regard, the application has to be made to the National Board of Revenue (NBR).
7. (d) Fire Certificate
8. Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.
9. (e) Environment Clearance Certificate
10. An environment clearance certificate from the Department of Environment has to be
obtained by a company if it’s involved in an industrial project, by executing the
prescribed form.
11. (3) Special Case (Investment in kind, etc.)
12. The concept of 'investment in kind' is not detailed under Companies Act 1994. However,
in practice, significant investment is made by investing in machineries and other
equipment in a Company by a shareholder or a proposed shareholder in a Company
incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the
following steps are followed while carrying out such investment in kind:
• The concerned company has to be duly registered with RJSC,
• The concerned investors have to fill up the relevant Form(s),
• The concerned investors are required to have a vendors’ agreement
between them,
• The filled up Form(s) and the vendors’ agreement have to be filed with
RJSC.
• The RJSC will then record the investment and monitor whether the
proper procedure has been duly followed. (Private Limited Company,
2018)
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IMPORTANCE OF MEMORANDUM ASSOCIATION
The memorandum of Association (MOA) is the incomparable authoritative report identified with
an organization or association. The MOA and AOA (Article of Association) together frame the
glorious constitution of the organization or association. The Article of Association is viewed as
subordinate to Memorandum of Association in regard to the general significance and status of an
organization. Without these two documents, an organization can never be enlisted in any nation,
nor can work for a day. A general distinction amongst MOA and AOA is being managed, to
encourage particularly readers’ tenderfoot to this subject/staff. THE MOA of an organization
contains all the principal data about the foundation and area of the organization, its exercises and
targets, the relationship among its part and partners, and different bits of the data vital for the
proposed organization to be registered. Then again, AOA contains all guidelines, arrangements,
directions, and energy of every one of its investors and individuals situated at a different chain of
command, which are important for the general administration and administration of the working
of the organization. The MOA is also basis for the company, determines company scope, source
of company’s power, and guide to directors and protect investors. The AOA’s rules, rights and
provisions are related with many more subjects such as
 Valuation of intellectual assets and rights connected with these
 Appointment of Directors, Auditors, Chairperson Etc.
 Operations Management
 Selection and Election Process and Remunerations
 Dividend Policy
 Borrowing Power
 Alternation of Capital
 Transferability of Shares and Debentures
 All Type of Meetings( Board Meeting, General Meeting)
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REFERENCES
Business Course. (2018, March 10). Retrieved from Study.com:
https://study.com/academy/lesson/what-is-a-private-limited-company-definition-
advantages-disadvantages.html
Business of RJSC. (2018, March 10). Retrieved from Office of the Registrar of Joint Stock
Company and Firms: http://www.roc.gov.bd/site/page/a8d6bfb9-f74b-41c3-9c0f-
3ba74bdfd3d2/Business-of-RJSC
Company registration in Bangladesh. (2018, March 10). Retrieved from OGR LEGAL
RESOURCE PORTAL : https://resource.ogrlegal.com/company-registration-in-
bangladesh/
Foreign Investment in Bangladesh. (2018, March 10). Retrieved from OGR LEGAL
RESOURCE PORTAL : https://resource.ogrlegal.com/foreign-investment-bangladesh/
Private Limited Company. (2018, March 10). Retrieved from FM Consulting International.
Private Limited Company. (2018, March 10). (WebFinance ) Retrieved from Business
Dictionary: http://www.businessdictionary.com/definition/private-limited-company.html
RJSC. (2017, November 12). Retrieved from Office of the Registrar of Joint Stock Companies
and Firms: http://www.roc.gov.bd/site/page/855dc577-3035-4ca4-b376-
49c517099a3e/Entity-Registration

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Business Law

  • 1. Course Title: Business Law Course Code: BUS360 Section: 04 Date: 28/03/2018 Submitted To: Mr. Iftekhar Mahfuz Lecturer School of Business Submitted By: Name ID Md. Ali Ridwan 1510188 Md. Mehedi Hasan 1530260 Sami Haque Chowdhury 1510069 Abu Kausar 1321503
  • 2. 2 | P a g e TABLE OF CONTENTS Letter of Transmittal ....................................................................................................................... 3 Acknowlegement ............................................................................................................................ 4 Executive Summary........................................................................................................................ 5 Introduction..................................................................................................................................... 6 Private Company Limited ........................................................................................................ 6 What are the characteristics of a Private Limited Company defined in Companies Act 1994?..... 6 Pre-registration-what we need to know .......................................................................................... 7 CONSIDERATIONS FOR FOREIGNERS ................................................................................... 8 Restriction....................................................................................................................................... 8 Controller Sectors..................................................................................................................... 9 FUNDING OF BANGLADESHI BUSINESSES .......................................................................... 9 EQUITY SHARE CAPITAL................................................................................................... 9 BORROWINGS..................................................................................................................... 10 REPATRIATION OF FUNDS............................................................................................... 10 DIVIDENDS:......................................................................................................................... 10 ROYALTY, TECHNICAL KNOWHOW OR TECHNICAL ASSISTANCE FEES, OPERATIONAL SERVICES FEES, MARKETING COMMISSION ETC. ....................... 10 TRAINING AND CONSULTANCY SERVICES ................................................................ 10 The Registrar of Joint Stock Companies and Firms ..................................................................... 11 Steps of forming a private compnay in bangladesh...................................................................... 12 Name Clearance......................................................................................................................... 13 Registration................................................................................................................................ 16 Returns Filing ............................................................................................................................ 20 Issuance of Certified Copies...................................................................................................... 22 Winding up.................................................................................................................................... 24 Struck Off...................................................................................................................................... 25 Documents .................................................................................................................................... 26 Importance of Memorandum Association .................................................................................... 28 References..................................................................................................................................... 29
  • 3. 3 | P a g e LETTER OF TRANSMITTAL March 28, 2018 Mr. Iftekhar Mahfuz Lecturer School of Business Independent University, Bangladesh Plot-16, Block- B, Aftabuddin Ahmed Road Bashundhara R/A, Dhaka-1229, Bangladesh Subject: Assignment on the formation and registration of a private limited company in Bangladesh. Dear Sir, We would to report that as you have requested and gave us the permission to work on the formation and registration of a private limited company in Bangladesh. This report is an important part of our course, and we have tried our best to work on it carefully and sincerely so that we can create an informative report. From this report we can get a remarkable experience that may proof to be useful in the future. We thank you for all the support that made our analysis a success and managed in accordance with our common hope. Sincerely yours, Md. Ali Ridwan On behalf of the team
  • 4. 4 | P a g e ACKNOWLEGEMENT First and foremost, I would like to thank Allah, the Almighty for giving me the strength, knowledge, ability and opportunity to undertake this report on time. The final outcome of this analysis required a lot of guidance and assistance from many people. Whatever we have done is only because of such guidance and assistance. We thank the School of Business of Independent University, Bangladesh for giving us the opportunity to do this project and providing us all the support and guidance we needed to complete the project. We are also grateful to our respective faculty Mr. Iftekhar Mahfuz. We express deep and sincere gratitude to him whose guidance, encouragement, suggestion and constructive criticism have contributed immensely to this project. To all family members, relatives, friends and everyone who shared their support either morally or physically, thank you. Sincerely, Md. Ali Ridwan On Behalf of the Team
  • 5. 5 | P a g e EXECUTIVE SUMMARY A private limited organization in Bangladesh is a different lawful element and investors are not at risk for the organization's obligations past the measure of offer capital they have contributed. This report will provide a detailed outline of organization enrollment prerequisites, methodology, and course of events for enlisting a private constrained organization in Bangladesh. Like most different jurisdictions, Bangladesh has an arrangement of beginning and continuous administrative consistence necessities for beginning and working for an organization. Under the RJSC website, we have tried to demonstrate all the sections and procedures need to be followed to make a private company limited. It’s essential because without being registered, a private company can’t work for a day
  • 6. 6 | P a g e Introduction PRIVATE COMPANY LIMITED A kind of organization that offers constrained risk, or lawful assurance for its investors however that places certain limitations on its proprietorship. These limitations are characterized in the organization's standing rules or directions and are intended to keep any unfriendly takeover endeavor. (Private Limited Company, 2018) As per section 2(q) of Companies Act 1994, it is a kind of privately held independent venture substance. This sort of business substance limits proprietor obligation to their offers, constrains the quantity of investors to 50, and confines investors from openly exchanging shares. (Business Course, 2018) WHAT ARE THE CHARACTERISTICS OF A PRIVATE LIMITED COMPANY DEFINED IN COMPANIES ACT 1994? The Companies Act 1994 has mentioned the following characteristics of a Private Limited Company:  It restricts the rights to transfer the shares [s. 2(q)];  The minimum number of members is 2 (two) [s. 5];  The maximum number of the members is 50 (fifty) excluding the persons employed in the Company [s. 2(q)];  It must have at least two directors [s. 90 (2)];  It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)];  It does not have to fulfill the requirement of statutory meeting or statutory report [s.83 (12)].  Subject to obtaining other licenses mentioned below in the post registration section of this Report, a Private Company can commence business as soon as it is registered with the RJSC. (Private Limited Company, 2018)
  • 7. 7 | P a g e PRE-REGISTRATION-WHAT WE NEED TO KNOW Key factors about Company Formation 1. Company Name: The name must be approved (cleared) before incorporation of the company in Bangladesh. I. Directors: Minimum two directors are mandatory. Directors can be either local or foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. The law requires that a director must own qualification shares stated in the Articles of Association. A shareholder which is not a natural person (i.e. a company) can select nominee director. II. Shareholders: A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing shares can be transferred to another person any time after the Bangladeshi company has gone through the incorporation process. III. Authorized Capital: You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain unissued. There is no minimum or maximum limit for authorized capital in Bangladesh. IV. Paid-up Capital: Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased any time after the incorporation of the company.
  • 8. 8 | P a g e V. Registered Address: In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box. VI. Memorandum and Articles of Association: The Company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA). (Company registration in Bangladesh, 2018) CONSIDERATIONS FOR FOREIGNERS Foreigners wishing to open a Bangladesh company, must take into consideration the following points: I. You must open a bank account in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) i.e. the registrar of companies and bring in the initial paid up capital. This is a mandatory for company incorporation in Bangladesh. II. All company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose. III. All the director and shareholders can be foreigner. IV. There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis. V. If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit. (Foreign Investment in Bangladesh, 2018) RESTRICTION Local as well as foreign investment is restricted in the following four sectors: I. Arms and ammunitions and other military equipment and machinery. II. Nuclear power. III. Security printing and minting
  • 9. 9 | P a g e IV. Forestation and mechanized extraction within the boundary of reserved forest. (Foreign Investment in Bangladesh, 2018) CONTROLLER SECTORS I. Fishing in the deep sea II. Bank/financial institution in the private sector III. Insurance company in the private sector IV. Generation, supply and distribution of power in the private sector V. Exploration, extraction and supply of natural gas/oil VI. Exploration, extraction and supply of coal VII. Exploration, extraction and supply of other mineral resources VIII. Large-scale infrastructure project (e.g. flyover, elevated expressway, monorail, economic zone, inland container depot/container freight station) IX. Crude oil refinery (recycling/refining of lube oil used as fuel) X. Medium and large industry using natural gas/condescend and other minerals as raw material XI. Telecommunication service (mobile/cellular and land phone) XII. Satellite channel XIII. Cargo/passenger aviation XIV. Sea-bound ship transport XV. Sea-port/deep sea-port XVI. VOIP/IP telephone XVII. Industries using heavy minerals accumulated from sea-beach (Foreign Investment in Bangladesh, 2018) FUNDING OF BANGLADESHI BUSINESSES EQUITY SHARE CAPITAL Issuing equity shares is the conventional means of funding a local Bangladeshi subsidiary. The amount of equity capital a company can issue is limited by the authorized capital specified in the Memorandum of Association of a company. A company can increase its authorized capital only if permitted by its Articles of Association. Equity capital can be repatriated on liquidation or on transfer of shares.
  • 10. 10 | P a g e BORROWINGS Companies may borrow money from both local and foreign sources. Borrowing from foreign sources may require prior approval of Bangladesh Bank or BIDA. REPATRIATION OF FUNDS Foreign capital invested in Bangladesh is generally allowed to be repatriated along with profit, if any, after the payment of taxes due on them. DIVIDENDS: Profits and dividends earned in Bangladesh are reparable after the payment of taxes due on them. No permission of Bangladesh Bank is necessary for effecting remittance, subject to compliance with certain specified conditions. No prior approval is required to remit profits earned by Bangladeshi branches of companies (other than banks) incorporated outside Bangladesh to their Head Offices outside the country. ROYALTY, TECHNICAL KNOWHOW OR TECHNICAL ASSISTANCE FEES, OPERATIONAL SERVICES FEES, MARKETING COMMISSION ETC. Bangladeshi companies can enter into agreements for royalty, technical know-how or technical assistance, operational services, marketing with foreign companies. These companies are permitted to remit payments towards technical know-how and royalty under the terms of the foreign collaboration agreement, subject to certain limits. TRAINING AND CONSULTANCY SERVICES Bangladeshi companies producing for local markets may remit up to a certain limit of annual sales as declared in their previous years’ income tax return to meet the costs of training and consultancy services as per relevant contract with the foreign trainer/consultant. (Foreign Investment in Bangladesh, 2018)
  • 11. 11 | P a g e THE REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc.; and keeps track of all ownership related issues as prescribed by the laws in Bangladesh. RJSC deals with the following types of entities 1. Private company 2. Public company 3. Foreign company 4. Trade organization 5. Societies and 6. Partnership firms In order to register a company, one has to visit primarily the website of the office of the Registrar of Joint Stock Companies and Firms (RJSC). The web address is www.roc.gov.bd. RJSC has its head office in Dhaka office location: Head Office, Dhaka: TCB Bhaban (6th Floor), 1 Kawran Bazar, Dhaka - 1215. Tel: 88028189401, 88 02 8189403, Fax: 88 02 8189402, Email: rjsc@roc.gov.bd.(RJSC, 2017)
  • 12. 12 | P a g e STEPS OF FORMING A PRIVATE COMPNAY IN BANGLADESH The business of RJSC is - To incorporate Companies (including Trade Organization), Societies and Partnership Firms under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership Act 1932, and To administer and enforce the relevant statutory provisions of these acts in relation to the incorporated companies (including Trade Organization), societies and partnership firms. RJSC business is split into the following major business processes: Name Clearance Registration Return Filling Winding Up Issuance of Certified Copies Struck Off
  • 13. 13 | P a g e Figure 1.1: Diagram of forming a private company in Bangladesh NAME CLEARANCE This is a pre-requisite for registration of a new company (other than Foreign Company) or a society or a trade organization. Promoters of a new entity (company, society or trade organization) apply for, and RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the already taken names (registered, booked or under the process of registration of the same entity type). There are some rules in choosing company name- a) The same name is not applicable for Company / formation in Bangladesh, (Which is certified by RJSC). Its hearing sound, written style and sight will not be same all the way. b) Name could not be similar with international company, organization, social & Cultural organization.
  • 14. 14 | P a g e c) Name cannot be permissible any existing company, business, Social, Cultural, Entertainment & Sporting organization’s name. d) Company’s name will not be similar Govt. Organization or Company. e) Nationally fame person’s name or famous family’s name need to permission from particular person and take permission to Government. f) If interested to take freedom fighter related name for company must be essential approval of Freedom Fighter Ministry of Bangladesh. g) Company’s name could not be similar of Govt. development program or development organization. h) No name will applicable of political party’s slogan, political party’s name and program which are existing now. i) Slang word, Rebuke not possible for company formation in Bangladesh. j) Cannot select any name which is broken Social, Religious and national harmony. k) Earlier established (at least 10 years old) Social organization’s real name, to attend personally with organizing Committee resolution for registration of social organization’s real name. l) Social, cultural & sporting organizations can be limited company by taking Ministry permission otherwise not possible to do. m) Violating any name clearance terms & conditions R, RJSC can change providing name and if name is unchanged a certain time, Registration number will be acquainted of the company. To improve your chances of quick name approval, make sure the name: a) is not identical or too similar to any existing local company names b) does not infringe with any trademarks c) is not obscene or vulgar d) is not already reserved Fees of Name Clearance a) NC for company: @ BDT 600.00 for each of the proposed names. b) NC for partnership firm: @ BDT 200.00 for each of the proposed names. c) NC for society: @ BDT 1000.00 for each of the proposed names. d) NC for trade organization: @ BDT 600.00 for each of the proposed names.
  • 15. 15 | P a g e
  • 16. 16 | P a g e REGISTRATION The promoters of a new entity (having name clearance, where applicable) apply for registration with necessary documents, prescribed forms & schedules and fees, as appropriate to the entity type. The promoters - a) Prepare Memorandum/Articles of Association as appropriate to the entity type. b) Submit the registration application through website. c) Pay the registration fee at the designated Bank. RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters- a) Obtained name clearance of the proposed entity (not applicable for Foreign Companies and Partnership Firms) prior to the registration application. b) Submitted the registration application within the validity period of the name clearance (not applicable for Foreign Companies and Partnership Firms).
  • 17. 17 | P a g e c) Prepared and submitted the Memorandum & Articles of Association, prescribed forms and schedules etc., as applicable. d) Provided applicable fees. Documents Constituting a Registration Application PRIVATE COMPANY (Companies Act, 1994) a) Memorandum & Articles of Association, original + 2 copies b) Filled in Form I: Declaration on Registration of Company [Section 25]. c) Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77]. d) Filled in Form IX: Consent of Director to act [Section 92]. e) Filled in Form X: List of Persons Consenting to be Directors [Section 92] f) Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115] g) Evidence of Name Clearance. h) Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps
  • 18. 18 | P a g e
  • 19. 19 | P a g e
  • 20. 20 | P a g e RETURNS FILING a) Registered entities are to file to RJSC documents pertinent to management /operation of the respective entity in prescribed Forms and Schedules (called Returns Filing). b) There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns Filing for any change in an entity c) Entities submit returns for filing at RJSC. d) Entities pay filing fee and late filing fee (if applicable) to RJSC counter e) RJSC scrutinizes returns. f) In case of any incomplete/incorrect submission, RJSC notifies the entity for remedial measures. g) RJSC archives approved returns. Returns to be submitted PRIVATE COMPANY (Companies Act, 1994) Private companies are to submit the following returns for filing. Annual Returns
  • 21. 21 | P a g e 1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36]. 2. Balance Sheet: to be filed within 30 days of AGM 3. Profit & Loss Account: to be filed within 30 days of AGM 4. Form 23B, Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)]. Returns for Change 1) Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54]. 2) Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56]. 3) Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77]. 4) Filled in Form VIII: Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc. : to be filed within 15 days of the meeting [Section 88 (1)]. 5) Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]. 6) Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115]. 7) Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151]. 8) Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391]. 9) Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319]. 10) Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391]. 11) Filled in Form 117 - Instrument of Transfer of Shares. 12) Digital copy of original Memorandum & Articles of Association
  • 22. 22 | P a g e ISSUANCE OF CERTIFIED COPIES Anyone can apply for certified copy of record(s) of an entity. In response to any such application and after getting requisite payment, RJSC issues certified copy of the historical records of an
  • 23. 23 | P a g e entity. Profit & loss account is however open to only authorized personnel of the respective entity. PRIVATE COMPANY (Companies Act, 1994) Identified by unique nature 1) Articles of Association or part thereof 2) Memorandum of Association or part thereof 3) Certificate of incorporation 4) Declaration on registration of company 5) List of persons consenting to be directors (1st Directors Identified by the applicable year 1) Annual summary of share capital and list of shareholders, Directors 2) Balance Sheet 3) Profit & Loss Account (only to the authorized person of the respective company) 4) Notice by Auditor Identified by the effective date 1) Notice of consolidation, division, subdivision or conversion into stock of shares 2) Notice of increase of share capital 3) Notice of situation of registered office and of any change therein 4) Special Resolution/Extraordinary Resolution 5) Consent of director to act 6) Particulars of the Directors, Manager and Managing Agents and of any change therein 7) Return of allotment 8) Particulars of mortgage or charges 9) Particulars of modification of mortgage or charge 10) Memorandum of satisfaction of mortgage charge 11) Instrument of Transfer of Share 12) Alteration of Memorandum of Association 13) Alteration of Articles of Association 14) Name change 15) Conversion of private company into public company 16) Certificate of Registration of mortgage or charge 17) Certificate of Registration of modification of mortgage or charge 18) Certificate of Registration of satisfaction of mortgage or charge
  • 24. 24 | P a g e 19) Struck off certificate 20) Wound up certificate WINDING UP A company having resolved to or the court makes an order or Memorandum & Articles of Association provide so for winding up of the company, submits to RJSC documents of winding up procedures and dissolution. The Winding up of a company may be either 1) By the court; or 2) Voluntary For any required or permitted document for winding up: BDT 400.00 (for each document)
  • 25. 25 | P a g e STRUCK OFF a) Where the Registrar has reasonable cause (like annual returns are not submitted for a long period etc.) to believe that a company is not carrying on business or in operation, sends to the company a notice (1st notice) inquiring whether the company is carrying on business or in operation. b) If the Registrar does not within thirty (30) days of sending the notice receive any answer thereto, shall within fourteen (14) days, after the expiration of the said thirty (30) days send to the company a 2nd notice stating that if an answer is not received to the 2nd notice within thirty (30) days from the date thereof, a notice will be published in the official Gazette with a view to striking the name of the company off the register. c) If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or does not within thirty (30) days after sending the 2nd notice receive any answer, he may publish in the Official Gazette, and send to the company a notice that, at the expiration of ninety (90) days from the date of that notice, the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and d) In such a case the Registrar may send a copy of the notice to the company while sending it to the concerned authority for its publication in official Gazette.
  • 26. 26 | P a g e DOCUMENTS Application to RJSC along with the documents executed as listed above. 1. Post registration compliances for a Private Company limited by shares (a) Trade License 2. The Companies have to obtain trade license from the relevant City Corporation. The proposed Company is required to file its application at the nearest City Corporation along with relevant documents and appropriate fees. 3. (b) Tax Identification Number (“TIN”) 4. A Company has to obtain E-TIN from the recommended website of National Board of Revenue (NBR). 5. (c) VAT Registration Certificate 6. The newly incorporated Company has to collect a VAT registration certificate. In this regard, the application has to be made to the National Board of Revenue (NBR). 7. (d) Fire Certificate 8. Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority. 9. (e) Environment Clearance Certificate 10. An environment clearance certificate from the Department of Environment has to be obtained by a company if it’s involved in an industrial project, by executing the prescribed form. 11. (3) Special Case (Investment in kind, etc.) 12. The concept of 'investment in kind' is not detailed under Companies Act 1994. However, in practice, significant investment is made by investing in machineries and other equipment in a Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh. Although CA 1994 does not govern the procedure, the following steps are followed while carrying out such investment in kind: • The concerned company has to be duly registered with RJSC, • The concerned investors have to fill up the relevant Form(s), • The concerned investors are required to have a vendors’ agreement between them, • The filled up Form(s) and the vendors’ agreement have to be filed with RJSC. • The RJSC will then record the investment and monitor whether the proper procedure has been duly followed. (Private Limited Company, 2018)
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  • 28. 28 | P a g e IMPORTANCE OF MEMORANDUM ASSOCIATION The memorandum of Association (MOA) is the incomparable authoritative report identified with an organization or association. The MOA and AOA (Article of Association) together frame the glorious constitution of the organization or association. The Article of Association is viewed as subordinate to Memorandum of Association in regard to the general significance and status of an organization. Without these two documents, an organization can never be enlisted in any nation, nor can work for a day. A general distinction amongst MOA and AOA is being managed, to encourage particularly readers’ tenderfoot to this subject/staff. THE MOA of an organization contains all the principal data about the foundation and area of the organization, its exercises and targets, the relationship among its part and partners, and different bits of the data vital for the proposed organization to be registered. Then again, AOA contains all guidelines, arrangements, directions, and energy of every one of its investors and individuals situated at a different chain of command, which are important for the general administration and administration of the working of the organization. The MOA is also basis for the company, determines company scope, source of company’s power, and guide to directors and protect investors. The AOA’s rules, rights and provisions are related with many more subjects such as  Valuation of intellectual assets and rights connected with these  Appointment of Directors, Auditors, Chairperson Etc.  Operations Management  Selection and Election Process and Remunerations  Dividend Policy  Borrowing Power  Alternation of Capital  Transferability of Shares and Debentures  All Type of Meetings( Board Meeting, General Meeting)
  • 29. 29 | P a g e REFERENCES Business Course. (2018, March 10). Retrieved from Study.com: https://study.com/academy/lesson/what-is-a-private-limited-company-definition- advantages-disadvantages.html Business of RJSC. (2018, March 10). Retrieved from Office of the Registrar of Joint Stock Company and Firms: http://www.roc.gov.bd/site/page/a8d6bfb9-f74b-41c3-9c0f- 3ba74bdfd3d2/Business-of-RJSC Company registration in Bangladesh. (2018, March 10). Retrieved from OGR LEGAL RESOURCE PORTAL : https://resource.ogrlegal.com/company-registration-in- bangladesh/ Foreign Investment in Bangladesh. (2018, March 10). Retrieved from OGR LEGAL RESOURCE PORTAL : https://resource.ogrlegal.com/foreign-investment-bangladesh/ Private Limited Company. (2018, March 10). Retrieved from FM Consulting International. Private Limited Company. (2018, March 10). (WebFinance ) Retrieved from Business Dictionary: http://www.businessdictionary.com/definition/private-limited-company.html RJSC. (2017, November 12). Retrieved from Office of the Registrar of Joint Stock Companies and Firms: http://www.roc.gov.bd/site/page/855dc577-3035-4ca4-b376- 49c517099a3e/Entity-Registration