i. |
The promoters of a new entity (having name
clearance, where applicable) apply for registration
with necessary documents, prescribed forms &
schedules, stamps and fees, as appropriate to the
entity type. The promoters - |
|
a. |
prepare Memorandum/Articles of Association, forms &
schedules etc., as appropriate to the entity type. |
|
b. |
collect necessary special adhesive stamps, where
applicable, from treasury by depositing money
through treasury challan in Bangladesh Bank
(treasury officials affix the stamps on the
Memorandum and Articles of Association and put seals
& signature on the stamps). |
|
c. |
submit the registration application in the
designated RJSC office. |
|
d. |
pay the registration fee at the designated RJSC
office counter. |
ii. |
RJSC issues a ‘Certificate of Incorporation’ upon
satisfaction that the promoters- |
|
a. |
obtained name clearance of the proposed entity (not
applicable for Foreign Companies and Partnership
Firms) prior to the registration application. |
|
b. |
submitted the registration application within the
validity period of the name clearance (not
applicable for Foreign Companies and Partnership
Firms). |
|
c. |
prepared and submitted the Memorandum & Articles of
Association, prescribed forms and schedules etc., as
applicable. |
|
d. |
provided applicable stamps and fees. |
. |
Documents Constituting a Registration Application |
|
|
PRIVATE COMPANY (Companies Act, 1994) |
|
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a. |
Memorandum & Articles of Association, original + 2
copies |
|
|
b. |
Filled in Form I: Declaration on Registration of
Company [Section 25]. |
|
|
c. |
Filled in Form VI: Notice of Situation of Registered
Office and of Any Change therein [Section 77]. |
|
|
d. |
Filled in Form IX: Consent of Director to act
[Section 92]. |
|
|
e. |
Filled in Form X: List of Persons Consenting to be
Directors [Section 92] |
|
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f. |
Filled in Form XII: Particulars of the Directors,
Manager and Managing Agents and of any change
therein [Section 115] |
|
|
g. |
Evidence of Name Clearance. |
|
|
h. |
Special Adhesive Stamps and Treasury Challan from
Bangladesh Bank to Treasury (photocopy) of
Collecting the Stamps |
|
|
PUBLIC COMPANY (Companies Act, 1994) |
|
|
a. |
Memorandum & Articles of Association, original + 2
copies |
|
|
b. |
Filled in Form I: Declaration on Registration of
Company [Section 25]. |
|
|
c. |
Filled in Form VI: Notice of situation of Registered
Office and of any change therein [Section 77]. |
|
|
d. |
Filled in Form IX: Consents of Directors to Act
[Section 92]. |
|
|
e. |
Filled in Form X: List of Persons Consenting to be
Directors [Section 92]. |
|
|
f. |
Filled in Form XII: Particulars of the Directors,
Manager and Managing Agents and of any Change
therein [Section 115]. |
|
|
g. |
Filled in Form XIV: Declaration before Commencing
Business in case of Company Filing Statement in lieu
of Prospectus [Section 150] |
|
|
h. |
Filled in Form XI (if necessary): Agreement to Take
Qualification Shares in Proposed Company [Section
92]. |
|
|
i. |
Evidence of Name Clearance |
|
|
j. |
Special Adhesive Stamps and Treasury Challan from
Bangladesh Bank to Treasury (photocopy) of
Collecting the Stamps |
|
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FOREIGN COMPANY (Companies Act, 1994) |
|
|
a. |
Filled in Form XXXVI - Charter or Statutes or
Memorandum and Articles of the Company or Other
Instrument Constituting or Defining the Constitution
of the Company. |
|
|
b. |
Filled in Form XXXVII – Notice of the Address of the
Registered or Principal Office of the Company. |
|
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c. |
Filled in Form XXXVIII - List of Directors and
Managers [Section 379]. |
|
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d. |
Filled in Form XXXIX – Return of Persons Authorized
to Accept Service [Section 379]. |
|
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e. |
Filled in form XLII: Notice of Situation of the
Principal Place of Business in Bangladesh or of any
Change therein [Section 379 (I)]. |
|
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f. |
Encashment Certificate Obtained From any Scheduled
Bank. |
|
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g. |
Permission from Board of Investment of Bangladesh. |
|
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TRADE ORGANIZATION (Companies Act, 1994) |
|
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a. |
Memorandum and Articles of Association, original + 2
copies. |
|
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b. |
Filled in Form I: Declaration on Registration of
Company [Section 25]. |
|
|
c. |
Filled in Form VI: Notice of Situation of Registered
Office and of any Change therein [Section 77]. |
|
|
d. |
Filled in Form IX: Consent of Director to act
[Section 92]. |
|
|
e. |
Filled in Form X: List of Persons Consenting to be
Directors [Section 92]. |
|
|
f. |
Filled in Form XII: Particulars of the Directors,
Manager and Managing Agents and of any change
therein [Section 115]. |
|
|
g. |
Government License (Trade License from the Ministry
of Commerce). |
|
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h. |
Evidence of Name Clearance. |
|
|
i. |
Special adhesive stamps and Treasury Challan from
Bangladesh Bank to Treasury (photocopy) of
Collecting the Stamps. |
|
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SOCIETY (Societies Registration Act, 1860) |
|
|
a. |
Memorandum of Association |
|
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b. |
Evidence of Name Clearance. |
|
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PARTNERSHIP FIRM (Partnership Act, 1932) |
|
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a. |
Filled in FORM- I: Statement Containing the
Particulars of the Firm for Registration. |
|
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b. |
Deed of Agreement on Partnership. |