Business & legal consulting in Dhaka & Chittagong, Bangladesh
Entity Formation
The private limited company is the most widely used business structure in Bangladesh and, for good reason, the first choice of most founders and investors. As a separate legal entity, it confines shareholders' liability to the capital they have subscribed, while allowing the business to commence trading immediately upon registration. FM Consulting International manages the full incorporation cycle with the Registrar of Joint Stock Companies and Firms (RJSC), so you can focus on building your enterprise rather than navigating statutory procedure.
Under the Companies Act 1994, a private company restricts the transfer of its shares, caps its membership at fifty (excluding employees), and is prohibited from inviting the public to subscribe for its shares. It must have a minimum of two shareholders and two directors. Because liability is limited to the subscribed share capital, the personal assets of the owners are shielded from the company's debts.
Incorporation follows four principal stages. First, we apply to the RJSC for name clearance, which is typically granted within three working days and remains valid for six months. Next, we prepare the Memorandum and Articles of Association and complete the prescribed Forms I, VI, IX, X and XII. We then assist in opening a temporary bank account, depositing the share capital, and obtaining the encashment certificate. Finally, all executed documents are submitted to the RJSC for issuance of the certificate of incorporation.
Once documents are filed, the RJSC ordinarily issues the certificate of incorporation within six to eight working days, with the entire process taking roughly two to three weeks from the date of submission. The government fee for the incorporation certificate is BDT 1,000, with additional registration fees scaled to the company's authorised capital.
FM Consulting International
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