How to Incorporate a Public Limited Company in Bangladesh

A public company may be formed by at least seven persons as members, and its membership is open to the public. Unlike a private company, it can invite the public to subscribe for shares and, where listed, trade them on a recognised exchange. The authorised capital declared at registration determines the applicable government fees, and the paid-up capital must be deposited before registration is completed.

The process begins with name clearance from the RJSC, ordinarily granted within three working days and valid for six months. We then prepare the Memorandum and Articles of Association, the directors' resolutions, and the prescribed Forms I, VI, IX, X and XII. A temporary bank account is opened to receive the capital contribution and obtain the encashment certificate, after which the executed documents are filed with the RJSC. We complete the engagement by securing the post-registration approvals required to begin operations.

Name clearance takes around three working days, RJSC processing a further six to eight working days, and the full incorporation typically two to three weeks from the date of document submission. After registration, the company must obtain its Trade Licence, Tax Identification Number, VAT registration, Fire Certificate, and — where applicable — an Environmental Clearance Certificate.