Course - Introduction to Business Law

Course ID- BUS360

Section- 06

Semester- Summer 2022

Submitted to-

Mr. Iftekhar Mahfuz

Senior Lecturer
School of Business

Submission Date-

August 14, 2022

Submitted by-

NAME ID

Pinki Akther 1930223

Najifa Tabassum 2021137

Md Ibrahim Asif 1922009

Nazma Rima 2021550

Md. Amir Hamza Sajit 1810639

1|Page
TABLE OF CONTENTS
ACKNOWLEDGEMENT...................................................................................................3
Letter of Transmittal..........................................................................................................4
Executive Summary...........................................................................................................5
INTRODUCTION..............................................................................................................6
About RJSC:.......................................................................................................................7
Features of a company may include:..................................................................................7
Name Clearance Terms and Conditions:....................................................................................8
Registration......................................................................................................................10
Submission and Payment.................................................................................................13
Step 2 - (Preparation of the documentation).....................................................................14
Memorandum of Association (MoA).........................................................................................14
Memorandum Of Association...........................................................................................16
Article of association (AoA).......................................................................................................17
Articles Of Association.....................................................................................................18
Step 3 - (Registration of the company)..............................................................................19
Applicable fees for Registration........................................................................................19
Fees of Name Clearance..................................................................................................19
Stamps andFees ofRegistration........................................................................................19
Stamps..............................................................................................................................20
Registration fee...................................................................................................................20
Return Filling..................................................................................................................21
Winding Up......................................................................................................................22
Step 4 - (Bank formalities)................................................................................................24
Other essential things that are required to run a private limited company legally in
Bangladesh......................................................................................................................26
Conclusion.......................................................................................................................28
REFERENCES................................................................................................................29

2|Page
 ACKNOWLEDGEMENT
We would like to express our gratitude to Almighty Allah for providing us with the opportuni
ty and strength to complete the project and submit our report on time. We are very grateful to
our respected mentor, Mr. Iftekhar Mahfuz Sir, who provided us with a wonderful
opportunity to work on this assignment that allowed us to learn new things. We'd like to
thank him for his assistance with the Assignment. Thanks also for the suggestions and
encouragement, which aided us in completing the report. We'd also like to express our
gratitude to our group members for their hard work and collaboration on this report. Their
dedication and hard work allowed this assignment to be completed on time.

3|Page
 LETTER OF TRANSMITTAL

To,
Mr. Iftekhar Mahfuz
Lecturer
School of Business
Independent University, Bangladesh
Bashundhara, Dhaka.
Subject: Submission of report on “Formation and registration of a private limited company
in Bangladesh”

Sir,

With due respect, we humbly present our final report on “Formation and registration of a
private limited company in Bangladesh “to you. This assignment was both interesting and
challenging for us. We used the knowledge we had received during the course to accomplish
the assignment. It was a true learning experience to complete this assignment.

We appreciate your thoughtful counsel, collaboration, patience, and suggestions on this

assignment, which will undoubtedly serve as a model for future projects.

We did our best to accomplish the work to the standard that you expected. We sincerely hope
that the assignment will meet your requirements. We sincerely hope you find this report to be
informative and detailed. We will be pleased to answer to any further questions after we have
provided all of the information. Finally, we would appreciate it if you could provide us with
some constructive and valuable advice on our project.

Yours Faithfully,

Pinki Akhter
Najifa Tabassum
Md Ibrahim Asif
Nazma Rima
Md. Amir Hamza Sajit

4|Page
 EXECUTIVE SUMMARY
The purpose of the assignment is ‘how to form and register a new private ltd company in
Bangladesh’. For this purpose, we research different aspects and gather some information like
how to form a company and what are the elements needed to register a new company in
Bangladesh. In order to register a new company in Bangladesh, we must need clearance from
‘RJSC’. ‘RJSC’ stands for The Registrar of Joint Stock Companies & Firms. The Royal Joint
Stock Company (RJSC) is the sole body in Bangladesh that may register a private limited
company, a public limited company, a foreign company, a trade organization, a society, or a
partnership firm. ‘RJSC’ also well-known as Joint Stock Companies in Bangladesh. To form
a new company, it is important to have a unique name because at first a customer notices the
company’s name and that name must be Easy to pronounce, recognize, and recall. We also
need to collect some necessary documents like Trade license, TIN certificate and a bank
account as well. Without all these things according to the law of Bangladesh, a company
cannot be registered. As we want to register a new private limited company, so we have to
collect all the necessary documents to run the company legally.

5|Page
 INTRODUCTION

Here in this report, we have talked about the steps in the formation of a Private Limited
Company in Bangladesh. The majority of Bangladeshi businesses are organized as private
limited liability corporations, or private limited companies. In Bangladesh, a private limited
company is a separate legal entity, and stockholders are only accountable for the amount of
share capital they contributed to the business. According to the Companies Act of 1994, any
individual above the age of 18 (foreign or local) can form a company. When forming a
corporation, we must get registration from the Register of Joint Stock Companies and Firms
(RJSC). We must first create a concept and construct a business, after which we must register
the business with RJSC. The RJSC is the sole authority in the country that may approve a
company's registration certificate of incorporation certificate.

6|Page
 ABOUT RJSC:

All property disputes in Bangladesh are taken care of by the Registrar of Joint Stock
Companies (RJSC). The office is run by the Registrar of Joint Stock Companies. RJSC is in
charge of the following types of entities:

 Private companies
 Public companies
 Foreign companies
 Trade organizations
 Societies
 Partnership firms

FEATURES OF A COMPANY MAY INCLUDE:

1. Incorporation: A corporation is a legal person or group that is set up by law. Under the
Companies Act, a corporation can only exist if it has been registered.

2. Voluntary association: A corporation is a group of people who choose to work together.

So, the members decide and give permission to start a business.

3. Registration: Under the Companies Act, a business is created when it is registered. One
exception is the statutory corporation, which is created and starts doing business in
accordance with a law and a statute. There is no need to register a partnership.

4. Separate legal entity: A company is a legal entity that exists on its own, apart from the
people who own it. It can own property, sign contracts, run a business, sue people or be sued.

5. Perpetual Existence: It doesn't matter if a company's members or shareholders die, go

crazy, or go bankrupt—these things don't affect the company's perpetual succession.

6. Common Seal: A company can only legally do business if it has a Common Seal. Since the
company is not a real person, it can't sign a contract in its own name. Instead of a signature,
people use a common seal. The name of the company, its address, and the date it was founded
are all written on the common seal.

7|Page
7.Limited liability: Most of the time, the shareholders of a company have limited liability.
Creditors of a company can't go after an individual shareholder. Only the company's assets
can be used against it.

8. Management and Ownership: Directors are the people that a business's members choose to
act as their representatives.

9. Transferability: A business's shareholder can give his or her share to someone else, who
usually joins the company.

10. Centrally Administrated: The Central Government is in charge of making sure that
business laws are followed.

STEP 1 - (NAME CLEARANCE):

In order to start a business in Bangladesh, the first step is to get permission for the name of
the business. Go to www.roc.gov.bd, make a username, and then apply for a name clearance.
After submitting a name clearing application, you will get a bank payment slip that you must
use to deposit Tk. 600 at a certain bank. When the payment is made, the name is clear. RJSC
needs to get a request for name clearance along with the following details:

a) Application Form; b) Name Suggestion

Name Clearance Terms and Conditions:

• A company in Bangladesh can't have the same name as another company (Which is certified
by RJSC). Changes will be made to how you hear, how you write, and how you see.

• A name that sounds like that of an international business, organization, or social and
cultural group is not allowed.

• The name of the business won't be the same as that of a government agency or another
business.

• Using the name of a nationally known person or family requires permission from a specific
person and government approval.

8|Page
• The name of the group can't be based on the slogan, platform, or name of any current
political party.

• If someone breaks any of the rules for Name Clearance, RJSC has the right to change its
own name.

An article of association explains how the company can borrow money, what a chairman and
a director can and can't do, how members vote, what the minimum requirements are for
meetings and votes of directors and shareholders, and everything else about how the business
works.

9|Page
 REGISTRATION

After filling up the form you need to click the submit button then you will get a confirmation
message like are you successfully registered or not.

10 | P a g e
This is the next step of registration keeping in mind that the prerequisite steps were approved
by RJSC. There are several entity types that can be registered in Bangladesh but we will
focus on the registering Private Ltd Company in Bangladesh.

11 | P a g e
 Click the print icon(s) under the Print Preview to preview the documents submitted
online. Make sure data is correct, to submit them and pay the application fee at BRAC
BANK.
 Click the continue button and you will see the Submission and Payment Reference
page.

SUBMISSION AND PAYMENT

12 | P a g e
  Congratulations! You have successfully completed the online submission of
registration application.
 Please retain this submission reference for future reference.
 You can Edit your submission (if you so decide) prior to submission documents.
 Click Back to Home than go to the home page.

Print Submissions

For printing, please follow the guidelines here,

 Click the ‘Print Registration Documents option under Registration of home page.
As prompted, enter your submission number and you will be given the option for printing.

13 | P a g e
 STEP 2 - (PREPARATION OF THE DOCUMENTATION)
In step 2, we are supposed to put together the paperwork for the company we are starting.
The Memorandum and Articles of Association are being written, as well as other important
documents. The business needs to get a name clearance. The Board of Directors decided to
start a new business in Bangladesh. After getting permission from RJSC to use the name, we
must make a Memorandum of Association (MoA) and Articles of Association. In the MoA,
the promoter says what kind of business he or she wants to start. AoA also comprises legal
norms and commercial regulations.

Memorandum of Association (MoA)

A Memorandum of Association is a legal document that describes how the business will be
set up. It shows in a clear and concise way how the company interacts with the outside world.
It also sets the limits of what it can do. The Memorandum of Agreement (MoA) tells
shareholders, creditors, and other people who have done business with the company how it
works. A Memorandum of Association (MoA) is a legal document that says that an
organization is legal. It is a reliable record that is put together during the development and
enrollment stages of an organization to describe its relationship with investors and show how
the organization has been built to reach its goals. Only the activities listed in the
Memorandum of Association are ones that the organization can do. So, the MoA says how far
the organization's activities can go. The Memorandum of Association lets investors, leasers,
and other people in charge of running the organization know what its basic rights and powers
are. Also, the content of the MoA helps potential investors make the right choice when they
are thinking about putting money into the company. MoA should be backed by at least two
people in the case of a private restricted organization and by seven people in the case of a
public restricted organization. MoA has a number of clauses, such as the name clause, the
registered office clause, the object clause, the liability clause, the capital clause, and the
subscription clause.

Name clause gives the name of the company. The company shouldn't have the same name as
another business. Also, "Private Limited" should be added at the end if it is a private
business. The word "Limited" should be added to the end of the name of a public corporation.
For example, XYZ Private Limited for a private business and XYZ Ltd for a public business.

Registered office clause: This section tells you the name of the state where the company's
registered office is. This helps figure out where the Registrar of Companies is allowed to

14 | P a g e
work. The company must tell the Registrar of Companies where its registered office is within
30 days of being formed or registered.

RJSC says that the object clause in the Memorandum of Association must be less than 400
words and have at least seven clauses. This phrase explains why the business was started in
the first place. It's hard to change the goals clause after the fact. Because of this, it is very
important that the people who are making this provision do so carefully. In this section, all of
the different kinds of business that a company could do in the future are listed.

Liability clause: This part says who is responsible for what in the company. You can limit
your responsibility by giving shares or a guarantee. If someone has unlimited responsibility,
this phrase could be taken out.

Capital Clause: This part says how much money the company can get from investors. This
part also talks about how money is split into shares. The company won't be able to get more
money than what is written in this sentence. If a certain type of shareholder has special rights
or benefits, they should be listed here.

Subscription Clause: It has the names and addresses of the first people who signed up. The
people who sign the Memorandum must take at least one share. In a private business, there
must be at least two members. In a public corporation, there must be at least seven members.

The Memorandum of Association is the most important document for a business. The
Memorandum of Association is the basis for how the whole business works.

MEMORANDUM OF ASSOCIATION

15 | P a g e
Article of association (AoA)

16 | P a g e
The articles of association are a legal document that lays out the rules for a company's
activities and defines its mission. The paper outlines down how duties will be completed
inside the business, including how directors will be appointed and how financial records will
be handled. The principles for the organization's internal administration are outlined in the
Articles of Association (AoA). It outlines the organization's administration's responsibilities,
rights, and authorities. The Memorandum of Association is boosted by an Article of
Association (MoA).

If the shareholder is a Bangladeshi citizen, a copy of his or her national passport is necessary.

The names and addresses of the directors, as well as their tax identification numbers, are
necessary. The address where you registered.

Signed Form IX and Subscriber Page: Both must be signed and scanned in pdf format.

For foreigners: Copies of shareholders' and directors' passports are necessary.

17 | P a g e
 ARTICLES OF ASSOCIATION

 Write “clause 1” then click “Add Clause (1)” button to add clause. To enter similar
clause one by one. To delete entered information of a clause, click “delete clause
(…)” link.
 After completing the “AOA” page press SUBMIT button to back registration
application page.

18 | P a g e
 STEP 3 - (REGISTRATION OF THE COMPANY)

When thinking about establishing a new business in Bangladesh or moving your current one
there, keep in mind that the majority of Bangladeshi businesses are registered as private
limited liability corporations (commonly known as private limited companies). In
Bangladesh, a private limited company is a distinct legal entity, and its shareholders are alone
responsible for the share capital they have invested. Any person (foreign or domestic) over
the age of 18 may register a business in Bangladesh in accordance with the Companies Act of
1994.

We suggest reading our page on foreign investment if you are a foreign investor. You will
gain a better understanding of Bangladesh's legal system regarding foreign investment

After we finish step 2, we must send RJSC a MoA, AoA, and fully signed scan copy that we
made online. The MoA and AoA of our company must be given to the RJSC. Because of this,
we met all of RJSC's standards. At this stage, all of the needed information is added to the
RJSC's website. After you send it in, you'll get a bank payment slip so you can pay the
registration fees and stamp duty. Once the money has been put in the bank, the application
process for registration is over. RJSC needs to be checked on regularly in order to get the
Certificate of Incorporation. There will be people from the RJSC there.

APPLICABLE FEES FOR REGISTRATION

To apply for Name Clearance, Registration, Certified Copies and to submit returns, fees and
stamps are to be provided as under.

FEES OF NAME CLEARANCE

 For NC clearance: @ BDT 600.00 for each of the proposed names.
 For time extension: @ BDT 100.00 for each time extension application.

STAMPS ANDFEES OFREGISTRATION

PRIVATE COMPANY (Companies Act, 1994).

19 | P a g e
 STAMPS
1. For the Memorandum of Association: BDT 1000.00
2. For the Articles of Association.

For Authorized Capital Fee (BDT)

Up to 20,00,000.00 3,000.00

20,00,000.00 up to 6,00,00,000.00 8,000.00

6,00,00,000.00 20,000.00

REGISTRATION FEE
1. For filing 6 documents (5 filled in forms plus 1 memorandum & articles of
association, @ BDT 400. 00 per document): BDT 2,400.00
2. For the authorized share capital:

Authorized Capital (BDT) Fee (BDT)

Up to 20,000.00 00.00

Additional for every 10,000.00 or part after first 20,000.00 up to

00.00
50,000.00

20 | P a g e
 Additional for every 10,000.00 or part after first 50,000.00 up to
00.00
10,00,000.00

Additional for every 1,00,000.00 or part after first 10,00,000.00 up

50.00
to 50,00,000.00

Additional for every 1,00,000.00 or part after first 50,00,000.00 80.00

3. For issuance of digital certificate = BDT 00.00

RETURN FILLING
A. Registered entities are to file to RJSC documents pertinent to the management /operation
of the respective entity in prescribed in Forms and Schedules which is called Return
Filling.
B. There were two types of returns filing, (Annual Returns Filling) and (Returns Filling for
any change in an entity)
C. Entities submit returns for filing at RJSC.
D. Entities will pay filing fee and late filing fee to RJSC counter.
E. In case of any incomplete submission, RJSC notified the entity for remedial measures.
Returns to be Submitted
In PRIVATE COMPANY (Companies Act,1994) private companies are to submit the
following returns for filing.

1. Annual Returns
 Schedule X – Annual summary of share capital and list of the shareholders,
directors to be filed within 21 days of AGM [Section 36]
 Profit and loss accounts: to be filed within 30 days of AGM
 Balance Sheet: to be filed within 30 days of AGM
 In form 23B notice by the Auditor: to be filed within 30 days of receiving
appointment information from the company [Section 210 (2)].
2. Returns for Changes

21 | P a g e
  Filled in the Form III – Notice of consolidation, division, subdivision or
conversation into the stock of shares: to be filed within 15 days of
consolidation and divisions etc. [Section 53 & 54]
 Filled in the Form IV - Notice of increase share capital: to be filed within 15
days of the increase of share capital/member [Section 56].
 Filled in the Form VI - Notice of situation of the Registered Office and of any
change therein: to be filed within 28 days of the establishment or change
[Section 77].
 Filled in Form XII – particulars of the directors, Managers and managing
Agents and of any change [Section 115]
 Filled in the Form XV – return of allotment: to be filed within 60 days of
allotment [Section 151].
 Filled in Form XVIII – particulars of mortgages or charges: to be filed within
21 days of creation of the mortgages of charge [Section 159 & 391]
 Filled in Form XXVIII – Memorandum of satisfaction of mortgage charge: to
be filed within 21 days of the date satisfaction [Section 12 &391]

WINDING UP
1. Modes of Winding Up
The Winding up of a company may be either

 By the court or
 Voluntary
Sub-Divisions of voluntary Winding UP

 Members Voluntary Winding Up: wherein a declaration of solvency to pay debts is

made.
 Creditors Voluntary Winding Up: wherein a declaration of solvency is not made.
 Subject to supervision of court: wherein a company has resolved to wind up
voluntarily and the court makes an order on consideration of a petition by the member
(s) or the creditor (S) that the Voluntary Winding up shall continue but subject to
supervision of the court.

2. Winding Up by the Court

22 | P a g e
  The Company or any creditor or creditors or the Registrar submits petition to
the court for Winding up of the company by the court.
 Winding up of a company by the court is deemed to commence at the time of
presentation of the petition for the Winding Up.
 The petitioner/the company files with the Registrar a copy of the Court order
within thirty (30) days of the court order.
 The Registrar notifies in the official gazette that such a court order has been
made.
 The court may, at any time after an order for Winding up, in consideration of
an application of any creditor or contributor, make an order staying the
Winding up proceedings either altogether or for limited time.
 The official liquidator files with the Registrar audited accounts.
 When the affairs of the company is completely wound up the official
liquidator files with the Registrar court order of dissolution within fifteen (15)
days of such an order.

3. Voluntary Winding Up
 A company may adopt resolution, special resolution or extraordinary
resolution for Voluntary Winding up.
 A Voluntary Winding up is deemed to commence at the time of passing of the
resolution.
 The company within ten (10) days of resolution notifies in the official gazette
and in newspaper that such a resolution has been taken.
 Members Voluntary Winding up: In this case, prior to passing of the
resolution of Voluntary Winding up, the directors at a meeting make a
declaration of solvency that the company is capable to pay its debts within a
period not exceeding three (3) years. The declaration is filed with the
Registrar.
 Creditors Voluntary Winding up: In this case, a declaration to pay debts is not
made.
 The company shall appoint one or more liquidators.

23 | P a g e
  As soon as the affairs of the company are fully wound up and final meeting
held, the liquidator within one (1) week of the meeting files with the Registrar
final accounts and returns of the final meeting.
 The company shall be deemed to be dissolved on expiration of three (3)
months of registration of returns of the final meeting.
 The dissolution period may however be extended by the court on
consideration of any petition.
 Winding up subject to supervision of court: At any stage of the Voluntary
Winding up process, the court may make an order, on consideration of a
petition by the member (s) or the creditor (s), that the Voluntary Winding up
shall continue but subject to supervision of the court.

STEP 4 - (BANK FORMALITIES)

Any scheduled bank in Bangladesh will need to create a bank account in the prospective
company's name. Money equivalent to the shares to be owned by foreign shareholders from
outside of Bangladesh must be sent into the account once it is opened. The Bank will provide
an Encashment Certificate, which the RJSC will require for formation. We must pay specific
amount of fees by the scheduled commercial bank after getting prepared the prepared the
problems of MoA and AoA and getting the name clearance. For creating a private company
one need capital to run that company. But government are not willing to give us capital to
build a private company by ourselves. We need to gather those capital. So, we will have to
take help from the sponsor or from the investor to gather capital. We are deciding to start our
own share business. Five people is going to contribute most of the capital and we will collect
more capital from the investors and sponsors. 

After the registration through online there are certain compliances for the company by the
shares-

Submission of application to RJSC, together with the above-mentioned papers are trade
license (The companies must get a trading license from the local government. The
prospective Company must submit an application to the closest City Corporation, together
with all needed papers and payments.), tax identification number (A company must get an E-
TIN from the National Board of Revenue's approved website (NBR)), VAT registration

24 | P a g e
certificate (A VAT registration certificate must be obtained by the newly formed company. In
this case, an application to the National Board of Revenue is required (NBR)), Fire certificate
(Bangladesh Fire Service and Civil Defense Authority issues a fire certificate.),
Environmental clearance certificate (If a firm is participating in an industrial project, it must
acquire an environment clearance certificate from the Department of Environment by
completing the specified form)

RJSC (Register of joint stock companies and firms) is the only authority which makes easier
to form a company. It also helps in solving all ownership related problems as specified by the
laws in Bangladesh. So, after showing every single problem to RJSC, the authority has
accepted all the problems and issued in corporation certificate including registration number
of proposed companies. Also, they marked Memorandum of Association (MoA) and Article
of Association (AoA) and form-XII. After all of these the registration of the company has
completed. The fees for registering a company with the government are determined by the
amount of authorized capital. The government will charge BDT 1000 for the issuing of an
incorporation certificate.

PRIVATE COMPANY (Companies Act, 1994)

a. Identified by unique nature:
o Articles of Association or part thereof
o Memorandum of Association or part thereof
o Certificate of incorporation

b. Identified by the applicable year:

o Annual summary of share capital and list of shareholders, Directors

o Balance Sheet
o Profit & Loss Account (only to the authorized person of the

respective company)

c. Identified by the effective date:

o Notice of consolidation, division, subdivision or conversion into

stock of shares.
o Notice of increase of share capital

25 | P a g e
 o Notice of situation of registered office and of any change therein
o Consent of director to act
o Return of allotment
o Particulars of mortgage or charges
o Particulars of modification of mortgage or charge
o Memorandum of satisfaction of mortgage charge
o Instrument of Transfer of Share
o Alteration of Memorandum of Association
o Alteration of Articles of Association
o Name change
o Conversion of private company into public company
o Certificate of Registration of modification of mortgage or charge
o Certificate of Registration of satisfaction of mortgage or charge
o Struck off certificate
o Wound up certificate

OTHER ESSENTIAL THINGS THAT ARE REQUIRED TO RUN

A PRIVATE LIMITED COMPANY LEGALLY IN
BANGLADESH
One of the most important things you need to have in order to legally run a business and
register a private limited company in Bangladesh is a trade license. It is important to have a
business license that says the name of the business. We can get this business license from a
government office near us (for city corporation area we can collect this from City
Corporation, for outside of the city corporation area we can get this license from municipality
or from union council). To get a business license (also called a trade license), we have to
follow the law.

1. Procedure the proper form from the proper office: The government agency
provides two types of trade license depending on the type of business. A commercial
firm must use the “K” Form. A company must purchase the form from its local zonal

26 | P a g e
 office. It is distinguished from other zones by a seal and the initials of the officer
selling the form. The form costs Tk. 10.
2. Clarification: After fill up the form, we have to submit it to the local ward
commissioner for validation.
3. Collect license book: For the K Form, a rent receipt for the premises where the
business is operating from or, if owned, the municipal tax payment receipt has to be
provided. Supporting documents include:
I. 3 copies of PP size photo of owner.
II. Rent receipt or premises ownership proof.
4. Inquiry: Await enquiry by the Licensing Supervisor (LS). A company must purchase
the form from its local zonal office. It is distinguished from other zones by a seal and
the initials of the officer selling the form.
5. Pay the predetermined fee and collect the license: After inspection by the LS, we
have to go to the DCC office to pay the predetermined fee (The fee is depending on
the business category. Under which the application was filed) and then we can collect
the trade license to operating the business legally.
6. Signboard fee: After collecting the trade license, we have to pay a signboard fee as
well. For all types of business, the fee is payable 30% of the License fee.

If the nature of our business or company is to Exporting products or services then we have to
register and collect our certificate from ERC and if our business is about Importing products
and services then we will have to get the certificate from IRC. We can get both IRC and ERC
from certificate from the office of the Chief Controller of Imports and Exports.

(Process for manual application)

1. A Copy of Trade License.

2. Company Incorporation Certificate.
3. Copy of Memorandum of Association and Articles of Association (If Company).
4. A Bank/Financial Solvency Certificate (If Company or Proprietorship).
5. Three copies of photograph of Owner (If Proprietorship).
6. Three copies of photograph of Managing Director (If Company).
7. Three copy of passport sized photograph (If Person).
8. National ID/ Passport copies of Entrepreneur.

27 | P a g e
(Process for digital application)

1. At First, Visit the Website https://secure.incometax.gov.bd/TINHome

2. Create a User ID by proving necessary information’s in the Registration form
3. In order to obtain a User ID and password to open an account, a phone number needs
to be provided to the portal.
4. A code is sent to the number and this code shall be used to obtain User ID/Password.
5. Log-In with User ID/Password
6. Fill in the TIN Registration form by providing relevant information of the
applicant/Company
7. Preview the submitted application.

The Tax Ordinance of 1984 has all the rules about tax certificates. In many cases, you need a
VAT registered certificate from the appropriate authority in order to legally run a business.

The other most important thing we need to do to start a private limited company is open a
bank account in the company's name. In business, we have to deal with many different people
(give salaries to the employees, transact for buying or selling goods to other business or
persons). So, to stay on the right side of the law and avoid trouble, the company has to have a
bank account in its name.

CONCLUSION
After doing the research, we can say that to set up and run a private limited company in
Bangladesh, we need to follow all the business steps we've talked about above. Lastly, we
can say that a private limited company is not the most common type of business, but it does
have some benefits, such as the ability to make more money and be more stable. This doesn't
mean that it's the best way to run a business, though, because it has its own problems. Even
though some people might say that the pros of starting a private limited company outweigh
the downsides.

28 | P a g e
 REFERENCES

 James Chen . (2020, July 28). Investopedia . Retrieved from Articles of association:
https://www.investopedia.com/terms/a/articles-of-association.asp
 The legal 500. (2020, October 5). The Legal 500. Retrieved from
https://www.legal500.com/developments/thought-leadership/formation-of-a-private-
limited-company-process/
 Clear Tax. (2021, July 07). Clear Tax . Retrieved from Memorandum Of Association:
https://cleartax.in/s/memorandum-of-association-moa
 Clear Tax. (2021, July 08). Clear Tax. Retrieved from Articles of association:
https://cleartax.in/s/articles-association-aoa-format-download
 Owlgen. (2020). Retrieved from https://www.owlgen.in/define-a-company-state-the-
essential-features-of-a-company/
 Lawyers jurists. (2017). Retrieved from
https://www.lawyersnjurists.com/article/essential-features-of-a-company/
 FM Consulting International. (n.d.). Retrieved from
https://www.fmcibd.com/services-entity-incorporation/how-to-incorporate-a-private-
limited-company-in-bangladesh

29 | P a g e
 https://roc.gov.bd/site/forms/1a138a8a-7a30-4f11-adc8-a2db55a773dc/-
https://roc.gov.bd/site/page/0c190447-5b02-4054-8a5f-9161504f0b36/-
http://123.49.32.36:7781/
 https://roc.gov.bd/site/page/ffd0c4ea-5ea0-44e5-b465-cc7bab817760/-
 https://roc.gov.bd/site/forms/1a138a8a-7a30-4f11-adc8-a2db55a773dc/-
 https://roc.gov.bd/site/page/0c190447-5b02-4054-8a5f-9161504f0b36/-
 http://123.49.32.36:7781/
 https://roc.gov.bd/site/page/ffd0c4ea-5ea0-44e5-b465-cc7bab817760/-


30 | P a g e