Business Law (BUS360)

Submitted to
Mr. Iftekhar Mahfuz
Lecturer
Independent University, Bangladesh - IUB
Prepared by
Section- 04

Name ID
Mehbub Hasan Siyam 1730472
Sohael Shams Siam 1721999
Nabil Mahmud Santo 1830236
Tanjila Afreen 1720460
Md Aswad Azim Russo 1710552
 1. Letter of Transmittal

Letter of Transmittal
To,
Mr. Iftekhar Mahfuz
Lecturer,
Independent University Bangladesh (IUB)
Bashundhara R/A, Dhaka
Date: 22nd March 2020

Subject: Submission of report on how to register a private limited company in

Bangladesh. Dear Sir,

With due respect, it is our pleasure and honor to be your students and have this opportunity
to report that as you have instructed and gave us the consent to work on the report on
register a private limited company in Bangladesh. This report is an essential part of our
course, and we have attempted our best to work on it precisely and earnestly with the goal
that we can make an instructive report.

We are more than willing to answer any questions regarding this report, and clarify it fully
to our understanding. Thank you very much for all your support, which helped us
significantly in preparing this report.

Sincerely yours,

Mehbub Hasan Siyam (ID-1730472)

Sohael Shams Siam (ID-1721999)
Nabil Mahmud Santo (ID-1830236)
Tanjila Afreen (ID-1720460)
Md Aswad Azim Russo (ID-1710552)

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 2. Acknowledgement

One of the most pleasant parts of submitting a report is the opportunity to thank those who
have contributed to it. Unfortunately, the list of expression of thanks, no matter how
extensive is always incomplete and inadequate. These acknowledgements are no exception.
Our first thank goes to the almighty God for bestowing us the patience and courage to finish
this huge task within its deadline.
Thanks, must go to the team members, whose unflagging patience and astounding capacity
for creative work, and long hours made the project both possible and successful under the
pressure of knocking deadline.
In addition, thanks to those sources who has given us important information and various
advises about our term paper.
At last, we sincerely acknowledge our debt to Mr. Iftekhar Mahfuz, our honorable faculty,
for his valuable counseling towards the improvement of the project. Without his guiding,
support and encouragement, this would not have been possible.

Thank You.

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 Table of Contents

1. Letter of Transmittal......................................................................................................1

2. Acknowledgement.........................................................................................................2

3. Executive Summary.......................................................................................................4

4. Company Registration in Bangladesh...........................................................................5

5. Definition of Private Company......................................................................................6

5.1. Characteristics of Private Limited Company.......................................................6

6. Registering Private Limited Company in Bangladesh..................................................7

7. Steps of forming a company in Bangladesh..................................................................7

7.1. Name Clearance...................................................................................................7

7.2. Registration..........................................................................................................9

Process of Registration................................................................................................10

Fees of Registration:....................................................................................................19

7.3. Returns Filing.....................................................................................................19

7.4. Issuance of certified copies................................................................................21

7.5. Winding up.........................................................................................................23

7.6. Struck Off...........................................................................................................25

8. Conclusion...................................................................................................................26

9. References...................................................................................................................27

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 3. Executive Summary

Company is registered under the Companies Act 1994. The Regulatory body for incorporating
a company is the Registrar of Joint Stock Companies and Firms (RJSC) which facilitates
formation of companies and firms. The body is also responsible for keeping track of all
ownership related issues as prescribed by the laws in Bangladesh. Bangladesh is considered a
key investment destination due to its geo location, cheap labor and competitive production
costs. Incorporating a business in Bangladesh has been simplified over the years due to
interventions by the Government. Foreign Investors (“Promoters”) intending to invest in
Bangladesh has multiple options to incorporate their business in Bangladesh. Out of these
options, registering a limited company is considered as most suitable for long term operation.
This report is designed to guide and assist the Promoters by providing an easy step by step
guideline on incorporation of a Company in Bangladesh. Promoters should keep in mind that
except some very exceptional cases, Bangladesh allows incorporation of company with 100%
foreign shareholding and no local joint venture is required. The promoters should fix a desired
name for the Company and apply for name clearance in the RJSC server. Upon application,
the promoter will receive a Computer-Generated Receipt. Investors are required to make
payment of the requisite fees to RJSC for name clearance and upon verification; RJSC
provides a name clearance certificate to the prospective promoters. This name clearance
documents serve as the base for all further processes for company registration. It is to be noted
that the promoters can remotely incorporate a company in Bangladesh through their
authorized lawyers/agents in Bangladesh. Companies must obtain a trade license from the
local governmental authorities in Bangladesh. For example, in case of Dhaka, a trade license
must be obtained from respective City Corporation. The cost of obtaining a trade license is
approximately USD 100 and it can be renewed on yearly basis. Typical time frame is three-
four working days. It is of vital importance to draft a solid and consolidated constitution
document of the company.
The Memorandum of the Company should state the primary business objectives, the amount
of paid up capital & authorized capital and state the list of the shareholders along with their
respective shareholdings. It is to be noted here Bangladesh does not allow One Person
Company (OPC) and minimum two (2) shareholders are required to set up a private limited
company. However, in case of public limited company, the total number of shareholders
required is seven (7).
A private limited company in Bangladesh is a separate legal entity and shareholders are not
liable for the company debts beyond the amount of share. By registration a company gets legal
identity, that’s why the company get all the legal benefits. So, registration is must necessary
for a company.

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 4. Company Registration in Bangladesh

When we are considering the registration of a new company or relocation of our existing
company to Bangladesh, we note that most Bangladeshi companies are registered as private
limited liability companies (commonly known as private limited companies). A private
limited company in Bangladesh is a separate legal entity and shareholders are not liable for
the company’s debts beyond the amount of share capital they have contributed. According to
the Companies Act 1994, any person (foreign or local) above the age of 18 can register a
company in Bangladesh .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. We need to take
registration from the Register of Joint Stock Companies and Firms (RJSC) when we form a
company. We think Bangladesh is a suitable place to form a new business and to get more
profit. We generate an idea and form a business then we have to register our business from
RJSC. RJSC is the only authority to approve registration certificate of incorporation
certificate of a company in the country.

After collecting name clearance certificate to prepare Company’s Memorandum of

Association and Articles of Association by following Company Act 1994. Memorandum of
Association describes all kind of business activities and services where company can
perform and mentioning number of shares of every Director, Chairmen, Managing Director
and Share Holders. Articles of Association expresses all kinks of internal activity as like
material work, office stuff’s duty, official manner and so on. Also mentioning here number
of occupying share of each Director, Chairman, Managing Director & Share Holder’s and
qualifying share of Directorship written down authorized capital and paid up capital of the
Company.

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 5. Definition of Private Company

A private limited company is a company, which is privately held for small businesses. The
liability of the members of a Private Limited Company is limited to the amount of shares
respectively held by them. Shares of Private Limited Company cannot be publically traded.
All the aspects of Private Limited Company is discussed in the article.

5.1. Characteristics of Private Limited Company

1. Members: To start a company, a minimum number of 2 members are required and a
maximum number of 50 members.
2. Limited Liability: The liability of each member or shareholders is limited. It means
that if a company faces loss under any circumstances then its shareholders are liable to
sell their own assets for payment. The personal, individual assets of the shareholders
are not at risk.
3. Perpetual succession: The Company keeps on existing in the eyes of law even in the
case of death, insolvency, the bankruptcy of any of its members. This leads to
perpetual succession of the company. The life of the company keeps on existing
forever.
4. Index of members: A private company has a privilege over the public company as
they do not have to keep an index of its members whereas the public company is
required to maintain an index of its members.
5. A number of directors: When it comes to directors, a private company needs to have
only two directors. With the existence of 2 directors, a private company can come into
operations.
6. 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 anytime after
the incorporation of the company.
7. Prospectus: Prospectus is a detailed statement of the company affairs which is issued
by a company for its public. However, in the case of private limited company, there is
no such need to issue a prospectus because in this public is not invited to subscribe for
the shares of the company.
8. Minimum subscription: It is the amount receive by the company which is 90% of the
shares issued within a certain period of time. If the company is not able to receive 90%
of the amount then they cannot commence further business. In case of private limited
company shares can be allotted to the public without receiving the minimum
subscription.
9. Name: It is mandatory for all the private companies to use the word private limited
after its name.

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 6. Registering Private Limited Company in Bangladesh

To register a company manually, one has to go to RJSC office and fill the application form.
One can also register though website of the office of the Registrar of Join Stock Companies
and Firms (RJSC). The website address is http://roc.portal.gov.bd/

7. Steps of forming a company in Bangladesh

Name
Clearance

Struck Off Registration

Winding up Returns Filing

Issuance of
certified copies

7.1. Name Clearance

RJSC Name Clearance is mandatory and first step for registering any entity (Privet Limited
Company, Public Limited Company, Foreign Company, Joint Venture Company, Partnership
Firm, Trade Organization or Society) in Bangladesh. In bellow we are describing some
conditions of RJSC Name Clearance.

RJSC Name Clearance Conditions:

1. The name cannot be same as an existing entity name. It should not be similar as
written, listen or pronunciation of an existing company.
2. The name should not be similar as an existing International Company, Organization or
Social and Cultural Organization.
3. The name should not be similar to any existing social organization, business
organization, cultural organization, sports organization or entertainment which
continuing for a long time in the country.

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 4. The name should not be similar to any registered institute which has registered by
another government organization.
5. Criticism word or slang word cannot be used as an entity name.
6. Promoters personally attain to RJSC with organizing committee regulation for
registration of a previously established (established before 10 years) Social
Organization.
7. A name which is creating national, religion and cultural conflict should not take.
8. Simply Name Clearance Certificate is not the final decision of the Registration.
9. Cultural, Social & Sporting Organization’s need prior permission from ministry for
registration.
10. Any existing political party’s slogan or their program or name can’t use as an entity
name.
11. RJSC can change providing name if anybody disobey any Name Clearance terms and
conditions.
12. Prior permission should be taken from Govt. and particular family in case of using the
entity name of nationally famous person or family.
13. For registering an entity name related to freedom fighter must be taken prior
permission from Freedom Fighter Ministry.
14. Name should not be similar of Govt. development organization or development
program.

First of all promoters needs to submit online for proposed entity name to RJSC and make
payment to schedule commercial bank. There may occur two incidents. One proposed name
may be approved or another may be rejected. If the proposed name approved, then go for
registration to RJSC by following stipulated way. If the name rejected then you can appeal for
getting the name. RJSC authority checks it manually and if he thinks the name can be
provided to the promoter then he approved it.

Process of Name Clearance:

1. Name Clearance (NC) is a pre-requisite for registration of a new entity (other than
Foreign Company and Partnership Firm).
2. The promoters of a new entity (other than Foreign Company and Partnership Firm)
need to apply for and get name clearance for the entity prior to applying for
registration.
3. The promoters submit NC application to the designated RJSC office through website.
4. The promoters pay NC application fee to the designated Bank.
5. On receipt of a NC application and fees, RJSC provides name clearance for the new
entity 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).
6. The name clearance remains valid for One eighty (180) days from the date of issue.

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 7. The promoters need to apply for registration of the cleared name within the validity (as
stated above) of name clearance.
8. NC is not required for registration of a Foreign Company.

Name Clearance Application:

7.2. Registration
Promoters of a new entity apply for and RJSC issues a certificate of incorporation for a new
entity upon satisfaction that the application conforms to the provisions of the applicable act
and that requisite fees are paid.

Documents Constituting a Registration Application for a PRIVATE Company

(Companies Act, 1994)

1. Memorandum & Articles of Association, original plus 2 copies

2. 2. Filled in Form I: Declaration on Registration of Company [Section 25].
3. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein
[Section 77]
4. Filled in Form IX: Consent of Director to act [Section 92].

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 5. Filled in Form X: List of Persons Consenting to be Directors [Section 92]
6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of
any change therein [Section 115]
7. Evidence of Name Clearance.
8. Special Adhesive Stamps and Treasury Chillan from Bangladesh Bank to Treasury
(photocopy) of Collecting the Stamps

Process of Registration:

Having name clearance (Foreign Company and Partnership Firm, however, do not require
name clearance) promoters have to apply for Registration of a new entity.

Registration Application:

1. Click ‘Apply for Registration’ option under the Registration broad heading in the
RJSC Internet Home Page.
1. Provide User Name and Password and Log In click button in the User Sign
In page. You will see the Registration page:

2. Select your entity type by clicking first the drop-down arrow button at the right of
Entity Type option, and then by clicking the applicable entity type from the drop-
down list.
3. In case of Foreign Company or Partnership Firm, select your registration office by
clicking the applicable one from the drop-down list at the right of the add-in field
‘Registration Office’.

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4. In case of Private Company or Public Company or Trade Organization or Society,
enter the Name Clearance Submission No. and Name Clearance Letter No. in the add
in fields Submission No. and Clearance Letter No. respectively.
5. Click the Contin button, and you will see the Apply for Registration page:
u

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1
Follow the top-down guidelines hereinafter for preparing the prescribed Registration
Application:
A. General Information
1. Select the liability type of your company by clicking the appropriate one from the
drop-down list at the right of Liability Type option.
2. Write full address of your entity in the Address of the Entity text box and select the
district applicable to the address by clicking the district drop-down list at the right of
District option
3. Write main business objective at the Main Business Objective text box and select the
Business Sector and Sub-sector by clicking the respective drop-down list
4. Enter the Authorized Capital (BDT), Number of Shares and Value of each Share
(BDT) in the respective field.
5. Enter the Minimum No. of Directors and Maximum No. of Directors in the
respective field.
6. Next enter the Quorum of AGM/EGM, Quorum of Board of Directors’ Meeting,
Duration for Chairmanship (year), Duration for Managing Directorship (year),
Number of Qualification Shares, Value of each Share (BDT) in the respective field.
B. Particulars of Body Corporate
7. Write Name, Represented By, Address and Number of Subscribed Shares of one
Corporate Subscriber (if any) in the ‘Particulars of Body Corporate…’ table. Click the
button to Add enter similar information of other corporate subscriber(s) one by
one. To delete entered information of a corporate subscriber, select the respective row by
clicking the check box at the left and then click the button Remove

C. List of Subscribers

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8. Click the Enter button under the ‘List of Subscribers…’ table and you
will see the ‘Particulars of Individual Subscriber…’ entry table to inter information of
each individual subscriber/Director….

9. Fill in all the fields for one individual, and then click the Ad button to enter
similar information of other individual (s) Subscriber/Director… one by one.
10. To delete entered information of one individual Subscriber/Director…, select the
respective row by clicking the check box at the left and then click the
Remove Row
button.
11. To edit entered information of one individual Subscriber/Director…, select the respective
row by clicking the check box at the left and then click button. Do the
Edit
necessary editing.
D. Forms/Documents

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 12. Enter your (Filer) full name in the Name text box, your position in the entity by
clicking the drop-down box at the right of the Position option and your full address in
Address text box.
E. Declaration on Registration
13. Similarly write your (Declarer) name in the Name text box, your position in/in respect
of the entity by clicking the drop-down box at the right of the Position, your
organization (for advocate only) name in the Organization and your full address in
Address text box.
14. Enter and save all the information of original registration application page then click
"Enter Memorandum of Association (MOA)"
15. Write objective then Click the button Ad to enter similar objective one by one. To
delete entered information of an objective, select the respective row by
clicking the check box at the left and then Remove click the button after
complete the "MOA" Ad page press button to back Registration Application page.
16. In registration d application page, you find new link "Edit MOA
Information", click "Edit MOA Information" you can edit MOA.

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 17. After enter MOA information then click "Enter AOA Information"

18. 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.
19. After complete the "AOA" page press button to back Registration Application page.
F. Upload Softcopy
20. Select the document name by clicking the appropriate one from the drop-down list at
the right of Document Name option.
21. Next, click the Brows button and select the path of the softcopy of documents you
have to submit and click Uploa the button to complete upload file.
22. Finally, click the Subm button to complete the submission and
you will see the Submission Details page.

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Submission Details:

1. 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.
2. Click the Continu button and you will see the Submission and Payment
Reference page

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 Submission and Payment:

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 to go the home page.

Edit:
You can edit your submission (if you so decide) prior to submitted documents before
RJSC receive your submissions. For editing please follow the guidelines hereinafter:
1. Click the ‘View/Edit Registration Application’ option under Registration of home
page.
2. As prompted, enter your submission number and you will be given the option for
editing.
3. After submitting the Registration application, you can print your submitted
documents.

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Print Submissions
For printing, please follow the guidelines hereinafter:
A. Click the ‘Print Registration Documents’ option under Registration of home page.
B. As prompted, enter your submission number and you will be given the option for
printing.

Fees of Registration:

PRIVATE COMPANY (Companies Act, 1994)

Fee:
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 20,000.00 700.00
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00 350.00
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00 100.00
Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00 50.00
Additional for every 1,00,000.00 or part after first 50,00,000.00 100.00
3. For issuance of digital certificate = BDT 1,000.00

7.3. Returns Filing

Registered entities are to file returns in prescribed forms & schedules, and RJSC upon
satisfaction approves and archives such records. There are two (2) types of returns, viz.,
Annual Returns and Returns for any Change in the Entity

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.
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Returns to be Submitted
PRIVATE COMPANY (Companies Act, 1994)
Private companies are to submit the following returns for filing.

Annual Returns: Each calendar year, an Annual General Meeting must be held. The AGM
must be conducted within 18 months of company incorporation, after which no more than 15
months can elapse between one AGM and the next.

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: In case of any change in the board of directors or in the shareholding
structure or any other change, a relevant return must be filed with the RJSC within a certain
period of time.

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].

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 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

Fees of Returns Filing

COMPANIES (Private & Public)

A. Returns Filing

1. For filing any document within the schedule time: @ BDT 400.00 per document.
2. Late fee for filing any document beyond the schedule time: @ BDT 2.00 per day not
exceeding BDT 1,000.00 per document.

B. Registration of Mortgage, Debentures and Charges

Secured Amount (BDT) Fee (BDT)

Up to 5,00,000.00 300.00
Additional for every 5,00,000.00 or part after the first 5,00,000.00 up to 250.00
50,00,000.00
Additional for every 5,00,000.00 or part after the first 50,00,000.00 100.00

3. Mortgage, Debentures and Charges register inspection fee = BDT 200.00

4. Receiver enrollment register fee = BDT 400.00

7.4. 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 entity. Profit & loss account is however open to only authorized personnel of the
respective entity.

A. RJSC is the sole authority that keeps records of all registered entities (companies, trade
organizations, societies and partnership firms).
B. Anyone can apply for certified copy of any of such records of an entity
C. However, the profit & loss account of a company is not open to all. Only authorized
personnel of the respective company can apply for it.
D. On receipt of an application and requisite fee, RJSC issues certified copy of the records
applied for.

Documents Constituting an Issuance of Certified Copies Application

1. One applies for certified copy of record (s) through website
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Documents for which certified copies are issued -
PRIVATE COMPANY (Companies Act, 1994)

A. 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)

B. 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

C. 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
19. Struck off certificate
20. Wound up certificate

7.5. Winding up

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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.

A. Mode of Winding Up

The Winding up of a company may be either

1. By the court; or
2. Voluntary

Sub-Divisions of Voluntary Winding Up

1. Members Voluntary Winding Up: wherein a declaration of solvency to pay debts is
made
2. Creditors Voluntary Winding Up: wherein a declaration of solvency is not made
3. 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

B. Winding Up by the Court

1. The Company or any creditor or creditors or the Registrar submits petition to the court
for Winding up of the company by the court.
2. Winding up of a company by the court is deemed to commence at the time of
presentation of the petition for the Winding Up.
3. The petitioner/the company files with the Registrar a copy of the Court order within
thirty (30) days of the court order.
4. The Registrar notifies in the official gazette that such a court order has been made.
5. 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.
6. The court may appoint other than the official receiver a person or persons as official
liquidator or liquidators for the purpose of conducting the proceedings of winding up.
7. The official liquidator files with the Registrar audited accounts.
8. 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.

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C. Voluntary Winding Up

1. A company may adopt resolution, special resolution or extraordinary resolution for

Voluntary Winding up.
2. A Voluntary Winding up is deemed to commence at the time of passing of the
resolution.
3. The company within ten (10) days of resolution notifies in the official gazette and in
newspaper that such a resolution has been taken..
4. 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.
5. Creditors Voluntary Winding up: In this case, a declaration to pay debts is not made.
6. The company shall appoint one or more liquidators.
7. 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.
8. The company shall be deemed to be dissolved on expiration of three (3) months of
registration of returns of the final meeting.
9. The dissolution period may however be extended by the court on consideration of any
petition.
10. 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.

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 7.6. Struck Off
RJSC strikes off the Register a company’s name if it is not in operation any more.

1. 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.
2. 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.
3. 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
4. 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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 8. Conclusion

Excessive paperwork, long waits and several visits to the Registrar's office was the norm in
registering a business in Bangladesh. But now not anymore- The RJSC work is part of a larger
effort to simplify business regulations in Bangladesh, it is also reduced time and reduce the
cost of doing business. The company restricts the transfer of shares and prohibits invitation to
the public for the subscription of shares and debentures. For that it uses the term ‘private
limited’ at the end of its name. A private company can easily be started and registered by
combination of two members. But every step of forming and registering a private company is
very important.

Private limited companies and public limited companies have a share capital divided into
private limited company shares and public limited company shares, and the shareholders are
not personally liable forth obligations of the companies – the companies are liable for the
performance of their obligations with all their assets. Limited companies are established by
concluding notarized certified foundation agreements and adopting articles of association.
Private limited companies may also be established with an expedited procedure. In such cases
all the necessary documents are presented to the Commercial Register electronically and
authenticated with digital signatures. Even though the number of shareholders is unlimited by
law in both cases, the private limited company is suited for a more closed circle of
contributors.

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 9. References

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(https://ogrlegal.files.wordpress.com/2015/01/registration_process.pdf)

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