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REGISTRATION OF (PRIVATE AND PUBLIC) COMPANY

The Registration of Companies under the Companies Act, 1994 governs the establishment and operation of both private and public companies in Bangladesh. This legal framework outlines the procedures and requirements for registering a company, whether it operates privately or offers its shares to the public.

Issuing Authority:

Name : Registrar of Joint Stock Companies and Firms

(RJSC)

Address : TCB Bhaban (6th Floor)1 Kawran Bazar, Dhaka-1215

Email : rjsc@roc.gov.bd

Website : www.roc.gov.bd

Required list of all documents

  1. Name Clearance Certificate [Issued by the RJSC]
  2. Filled-in Form -1: Declaration on registration of company [Required for public/private company]
  3. Filled-in Form - VI: Notice of situation of registered office [Required for public/private company]
  4. Filled-in Form - IX: Consent of director to act [Required for public/private company]
  5. Filled-in Form - X: List of persons consenting to be directors [Required for public/private company]
  6. Filled-in Form - XI: Agreement to take qualification shares in proposed company [Required for public/private company]
  7. Filled-in Form - XII: Particulars of the directors, managers and managing agents and of any therein [Required for public/private company]
  8. Articles of Association and Memorandum of Association [Original Copy for each documents]
  9. TIN Certificates of directors [Original Copy]
  10. Treasury Challan [Original]

Step by step all process for Private Company:

Step 1 Prepare Legal Documents: Begin by drafting the Memorandum of Association (MOA) and Articles of Association (AOA) that outline the company’s objectives and regulations.

Step 2 Visit the RJSC Website: Navigate to “www.roc.gov.bd” to access the online registration portal.

Step 3 Complete Online Forms: Select the entity type, fill in the name clearance submission and letter numbers, and complete the prescribed forms (e.g., Form # I, VI, IX, X, XI, XII, XVI), which are uploaded along with the MOA and AOA.

Step 4 Submit Application and Payment: Submit the registration application online. Upon submission, receive a payment/deposit slip from a designated bank for the registration fee.

Step 5 Finalize Registration: Make photocopies of the payment/deposit slip and all submitted documents. Visit the RJSC office, submit these documents to the dealing officer, and receive a receipt of the Certificate of Incorporation once the application is verified and signed by the Deputy Registrar.

Fee Schedule

Stamps (for both, Private and Public Limited Company)

1. For affixing on the Memorandum of Association: BDT 1,000.00

2. For affixing on the Articles of Association:

Authorized Capital (BDT)

Up to 20,00,000.00

More than 20,00,000.00 but up to 6,00,00,000.00

More than 6,00,00,000.00

Stamp (BDT)

3,100.00

8,100.00

20,100.00

Registration Fee

For filing 6 documents (5 filled in forms plus 1 Memorandum & Articles of Association, @ BDT 200.00 per document): BDT 1,200.00

For Public Limited Company

For filing 8 or 9 documents (7 or 8 filled in Forms plus 1 Memorandum & Articles of Association, @

BDT 200.00 per document): BDT 1,600.00 or 1,800.00

2. For the authorized share capital (for both, Private and Public Limited Company)

Authorized Capital (BDT)

Up to 20,000.00

Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00

Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00

Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00 Additional for every 1,00,000.00 or part after first 50,00,000.00

Fee (BDT)

360.00

180.00

45.00

24.00

45.00

Official time limit

1 working day**

Actual time limit

3 working days