DHAKA TRIBUNE

Juris

Thursday, January 23, 2014

7
juRis QuOTe

Opening a company in Bangladesh

Companies Act, 1994 provides the basics of incorporation of a new company

LAW CARTOON

biG sTOCk

Md Raziur Rahman n

f you are an entrepreneur and hoping to start your own business, you need to register your firm under the Companies Act, 1994. Here is a general guideline for new entrepreneurs who want to get their company registered in Bangladesh.

The regulatory authority

The Registrar of Joint Stock Companies and Firms (RJSC) is the regulatory authority 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. The Registrar is the head of the office of the Registrar of Joint Stock Companies and Firms, Bangladesh.

The search for the availability of a company name was computerised in 2003. After checking that the proposed company name is available for registration, the entrepreneur has to apply for name clearance through RJSC website. RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the names that have already been taken. The status of the application can be checked online and is usually accepted or rejected within one working day. If accepted, the company name is reserved for six months. A print out of the name clearance certificate must be submitted to the RJSC, along with the other required documents for incorporation.

The registration fees payable at a designated banks

For filing six documents (five filled in forms and the l Memorandum and Articles of Association, the fee is Tk200 per document): Tk1,200 For an authorised share capital of up to Tk20,000, the l fee is Tk360. An additional fee of Tk180 is applicable for every l Tk10,000 or part from the first Tk20,000 up until Tk50,000 An additional fee of Tk45 is applicable for every l Tk10,000 or part from the first Tk50,000 up until Tk1,000,000

Obtain a tax identification number (TIN) Payment of stamp fees

One has to pay adhesive stamp fees at a designated bank. Payment can be made to the designated bank accounts of the Treasury. Previously all the fees were supposed to be deposited only in selected branches of Sonali Bank. RJSC has now allowed one of the leading private sector banks with extensive national coverage ie BRAC Bank to collect fees. For an authorised share capital of up to Tk1,000,000, the total stamp duty fees are Tk2,500. These include Tk2,000 for affixing stamps on the Articles of Association, and Tk500 for stamps on the Memorandum of Association. In order to start business operations, every company must register for taxes at the appropriate taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and obtain a tax identification number.
CARTOON by RiO shuvO

Types of companies
There are many types of business entities. So, before you start the process of registering your firm, you need to make sure what kind of a company you are going to open. RJSC deals with the following types of entities: l Private companies l Public companies l Foreign companies l Trade organizations l Societies, and l Partnership firms

Register for VAT

For VAT purposes, companies register with the Customs, Excise, and VAT Commission under the National Board of Revenue. The companys VAT is regulated by the Customs, VAT and Excise Department of the region in which it operates.

NOTiCe bOARd
Send us queries for

Submission of necessary documents

To register a company, the following documents must be submitted to the registrar: l Name clearance certificate l Memorandum and Articles of Association l Form I (Declaration on the registration of the company) l Form VI (Notice of the registered office) l Form IX (Consent to act as directors) l Form X (The list of persons consenting to act as directors) l Form XII (Particulars of the directors, managers, and managing agents) l Proof of payment (ie receipt from the designated bank) for Treasury Stamps

Ask Your Advocate

and also your articles on any legal issues at: law@dhakatribune.com

Obtain a trade license

Companies have to obtain a trade licence from the city corporation. Recently, Dhaka City Corporation has been divided into two zones: the North Zone and the South Zone. The proposed company will have to file its application at the nearest city corporation office.

The laws involved

RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under: Companies and trade organisations: Companies Act, 1994 (Amendment of Companies Act, 1913) l Societies: Societies Registration Act, 1860 l Partnership Firms: Partnership Act, 1932
l

Dhaka Tribune
FR Tower, 8/c Panthapath, Shukrabad, Dhaka- 1207 Visit our website at: www.dhakatribune.com Join our Facebook community: https://www.facebook.com/DhakaTribune

Contact RJSC offices

Now RJSC has four offices in Bangladesh. The head office is situated in Dhaka and three divisional offices are located in Chittagong, Khulna and Rajshahi. l The writer is a lecturer of law at Deffodil International University, Dhaka, Bangladesh.

Name Clearance
This is a pre-requisite for registration of a new company (other than Foreign Company) or a society or a trade organisation.

Rights at stake: Free speech and expression

Mohammad Habibur Rahman n
he right to freedom of expression upholds the rights of all to express their views and opinions freely. Undoubtedly, in the technological era freedom of expression became a basic foundation of democracy and can be considered as one of the most fundamental aspects of all kinds of freedom. However, there may be some extreme forms of expression which need to be curtailed for the protection of human rights of others. Because in the course of exercising fundamental rights one cannot infringe or abuse right of others. Hence, our constitution guaranteed this right namely freedom of thought, conscience and of speech under article 39. However, recently government has made an amendment of the Information and Communication Technology (ICT) Act of 2006 which may cause a big threat to the freedom of expression which is one of the fundamental rights of the citizens. The amended act authorises the police to arrest any person without warrant, and increases the punishment of convicts minimum seven years to maximum 14 years imprisonment. Previously in the original ICT Act of 2006 the maximum punishment was 10 years and police had to seek permission

from the authorities to file a case and to arrest any person under this act. Most importantly, one of the harsh provisions of this amended act is that the crime under this act is non-bailable. With regard to the current ICT Act most of the experts argued that the government through this amendment further blackened an existing exploitative law. A constitutional expert Dr Shahdeen Malik urged the government to remove section

With regard to the current ICT Act most of the experts argued that the government through this amendment further blackened an existing exploitative law
57 of the ICT Act saying that the clause will take the country towards the medieval age (The Daily Star, September 7, 2013). Further, the unclear wordings of section 57(1) of the act may create possibility of abuse by the distinct authorities. For example, this section clearly failed to spell out the nature of the information which will tend to deprave or corrupt persons. Moreover this act does not contain any clear

provision as regards publication of information and the type of information that may degrade and distort others while Right to Information Act, 2009 has recognised the freedom of expression as an important fundamental right of the citizens (Preamble of RTI Act, 2009). Thus, at the outset it can be said that section 57 of the ICT (Amendment) Act, 2013 is in conflict with the provision of article 39 of the constitution which guarantees the right of freedom of speech and expression. Secondly, we must say that the provision of the detention without any warrant is in conflict with the article 43 which guarantees the

biGsTOCk

right to privacy. Therefore, as per the article 7(2) of the constitution section 57 should be declared void as article 7(2) of the constitution stipulates that, This constitution is, as the solemn expression of the will of the people, the supreme law of the Republic, and if any other law is inconsistent with this Constitution that other law shall, to the extent of the inconsistency, be void. To conclude, I must say that we all have to raise our voice against such provision which is totally absurd and ridiculous. Otherwise democracy cannot exist as freedom of expression lies at the heart of democracy. At any time this law may be used against us in the name of preventing cyber crimes. And we all need to remember that free speech and expression is a basic and valuable characteristic of a democratic society which can never be undermined. l The writer is a student at Department of Law, BRAC University. Email: Mhr25@student.london.ac.uk.