7 Steps Of Guideline For Foreign Company Incorporation In Bangladesh                                                                                     

Because of government intervention, foreign business registration in Dhaka, Bangladesh has become easier over time. Foreign investors (referred to as "Promoters") who want to start a business in Bangladesh have a number of alternatives. The registration of a limited partnership is the most suited choice for long-term functioning of the options for overseas registered companies.

In 2017, 116 different firms owned shares in Bangladeshi companies. Approximately 90% of these registered foreign companies were from Europe, with the remaining 3% from Asia and North America.

Focus Point:

Foreign company incorporation is the process by which a company is formally constituted and brought into existence.

Foreign business registration entails drafting a declaration as the certificate of association and listing all of the company's shareholders.

Limited liability means that the resources and future revenues of the corporate entity are kept distinct from those of buyers and shareholders in a foreign company registration.

The Governing Body Of Foreign Business Registration

The Companies Act of 1994 governs the foreign company registration. The Registry of Joint Stock Corporations and Firms (RJSC), which enables the creation of companies and firms, is the regulatory agency for establishing a company. The body is also in charge of keeping track of any ownership-related matters as dictated by Bangladeshi legislation for registered foreign companies.

Organizers must keep in mind that, with the exception of a few rare circumstances, Bangladesh permits the formation of a business with 100% foreign ownership and no requirement for a local joint venture.

Step By Step Procedures In Details Of Foreign Company Incorporation Is Given Below:

Step 1: Getting Your Name Cleared

To begin, the promoters should choose a company name and request for name clearance on the RJSC server for foreign company registration. The promoter will obtain a Digitally Created Receipt after submitting the application. Investors must pay the relevant costs for RJSC for name clearance, and RJSC will provide name security clearance to prospective promoters after verification. These name clearance papers serve as the foundation for all subsequent overseas registered companies.

Step 2: Creating The Articles Of Association and Memorandum

It is critical to design a firm's constitution document that is both robust and comprehensive. The Company's Memorandum should include the company's principal business goals, the quantity of paid-up capital and permitted capital, as well as a list of shareholders and their shareholdings. It should be mentioned that a one-person corporation (OPC) is not permitted in Bangladesh, and a limited company must have at least two (2) shareholders. In the event of a public company, however, a total of seven shareholders is required (7). The government has recently made it possible to start a one-person business, and you can read more about overseas registered companies in this blog post.

Step 3: Establishing A Temporary Bank

The proposed foreign company incorporation must open a provisional bank account once name clearance has been achieved. A copy of the Drafting Memorandum of Association, as well as the name clearance papers, must be provided to the appropriate Banks for foreign business registration.

Step 4: Transferring Funds To A Bank Account

Registered foreign companies must deposit the requisite paid-up capital into the company's bank account. Please note that there is no legal minimum capital need for forming a foreign company incorporation; nonetheless, there is a USD 50,000 minimum requirement to gain some benefits, such as hiring foreign personnel. An Encashment Certificate must be received from the bank branch upon transfer of the paid-up capital for registered foreign companies.

Step 5: Digital Document Submission

The Promoters must upload a digital version of the Memorandum and Articles, as well as Directors Consent Forms, to the RJSC server after receiving the encashment certificate for foreign business registration. An Online Payments Receipt will be printed after the documents are sent to the RJSC server, and equal sums must be submitted to RJSC's specified bank accounts for overseas registered companies.

Step 6: Physical Documents to be Submitted

A nonjudicial stamp must be affixed to the Memorandum and Articles of Association after payment of fees to the designated bank account for governmental fees and charges as stipulated in the Electronic Payment Slip, and the same must be submitted to RJSC along with Directors Consent Form (Form IX), List of Consenting Directors (Firm X).

Step 7: Obtaining The Certificate Of Incorporation And Other Documents

The registered foreign companies will receive the Incorporation Certificate, Digital Verified Copy of the Memorandum & Memorandum of Association, and List of Directors within 3-4 working days of submission (Form XII). When the company obtains the certifications, a copy must be given to the bank in order for the special account to be converted to a normal account.

Tax Identification Number (TIN)

VAT Registration Certificate

Trade License

Becoming a member of the Bangladesh Investment Development Authority (BIDA)

To Conclude

Do you intend to establish a business in Bangladesh? Fill out the form below, get in touch with this website and contact us. Our consultants would gladly assist you with the foreign business registration in Bangladesh.