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Step by Step Procedure As in Regards To Incorporation of A Joint Venture Company in Bangladesh

The document outlines the 4 main steps to incorporate a joint venture company in Bangladesh: 1) Obtain name clearance from RJSC along with proposed company name and documents. 2) Draft memorandum and articles of association and other documents. 3) Open a temporary bank account and deposit capital contribution. 4) Submit documents like declaration, director consent forms, and bank encashment certificate to RJSC. RJSC generally issues the certificate of incorporation within 6-8 working days after completing all formalities.

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306 views3 pages

Step by Step Procedure As in Regards To Incorporation of A Joint Venture Company in Bangladesh

The document outlines the 4 main steps to incorporate a joint venture company in Bangladesh: 1) Obtain name clearance from RJSC along with proposed company name and documents. 2) Draft memorandum and articles of association and other documents. 3) Open a temporary bank account and deposit capital contribution. 4) Submit documents like declaration, director consent forms, and bank encashment certificate to RJSC. RJSC generally issues the certificate of incorporation within 6-8 working days after completing all formalities.

Uploaded by

Et Cetera
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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Step by Step Procedure as in regards to

Incorporation of a Joint Venture Company in


Bangladesh
The steps for the registration of a Private Company limited by shares in Bangladesh are
detailed below:-

STEP 1: OBTAIN NAME CLEARANCE LETTER

Application for name clearance to RJSC along with the following information:
a)     Application Form;
b)    Proposed Name 

STEP 2: DOCUMENTATION

a)     Drafting of MoA and AoA and other necessary documents,

b)    Promoters' resolution to open a Company in Bangladesh;

c)     Obtaining and executing the following forms for registering the Company with RJSC:

 Filled in Form I: Declaration on registration of Company;


 Filled in Form VI: Notice of situation of registered office;
 Filled in Form IX: Consent of director to act;
 Filled in Form X: List of persons consenting to be directors;
 Filled in Form XII: Particulars of the directors, manager and managing agents. 

STEP 3: FORMALITIES RELATED WITH BANK ACCOUNT

a.     Promoters shall open a temporary bank account in the name of the proposed
Company with any scheduled bank with the condition that the account shall be regularized
once the Company is duly registered with Company House;

b.     Capital contribution into the bank account.

c.     Encashment certificate from the bank which states that the amount required for capital
contribution has been duly remitted in the temporary bank account of the proposed
company. 

STEP 4: SUBMISSION OF DOCUMENTS TO RJSC


Application to RJSC along with the documents executed as listed above.

Time Frame: Once the aforementioned formalities are complied with, RJSC generally
provides with the certificate of incorporation (Company registration certificate) within 6-8
working days.

Post registration compliances for a Private Company limited by shares

(a) Trade License

The Companies have to obtain trade license from the relevant City Corporation[1]. The
proposed Company is required to file its application at the nearest City Corporation along
with relevant documents and appropriate fees. 

(b) Tax Identification Number (“TIN”)

A Company has to obtain TIN from National Board of Revenue (NBR) which is the relevant
authority in this regard.

(c) VAT Registration Certificate

A VAT registration certificate also has to be obtained by the newly incorporated Company.
In this regard, the application has to be made to the NBR.

(d) Fire Certificate

Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.

(e) Environment Clearance Certificate

A Company, if involved in industrial project, has to obtain an environment clearance


certificate from the Department of Environment by filling up the prescribed form.

Special Case (Investment in kind, etc. )

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.
However, a JV agreement is required to complete such incorporation. A JV agreement can
be executed by the mutual understanding between the parties. The JV agreement needs to
be affixed with the relevant stamp duties so that it carries more value/credibility in the eyes
of laws. If the JV agreement is executed in Bangladesh by both the parties then the JV
agreement shall be printed on non-judicial stamp paper at first and then signed by both the
parties. If the foreign counterpart executes the JV agreement from outside Bangladesh then
JV agreement needs to be duly consularized and attested by the concerned Bangladeshi
Embassy and foreign ministry in Bangladesh and then affixed with the stamp duty.

How much time is required for incorporation?

Once the aforementioned formalities are complied with, RJSC generally provides with the
certificate of incorporation (Company registration certificate) within 6-8 working days. It
usually takes 2-3 weeks to register a Company from the date of submitting all the
documents to RJSC.

Once the name clearance is obtained, the clearance remains valid for 6 months. Generally
3 working days are required to obtain a name clearance. After obtaining the Name
Clearance certificate a bank account need to be opened where the initial paid up capital
need to be transferred from the shareholders’ account. If there is any foreign investment
then the amount for paid up capital need to be remitted through the newly opened bank
account following proper procedure.

Fees are required for incorporation of Joint Venture in Bangladesh?

The governmental fees of the Company registration depend on the amount of Authorised
Capital. For issuance of Incorporation Certificate governmental fees shall be BDT 1000.

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