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Assignment On: "Business Law"
Assignment On: "Business Law"
Assignment On: "Business Law"
Assignment On
“Business Law”
Abstract
My paper’s purpose was to comprehensive discussion on RJSC and chronological process to form
a private limited company in Bangladesh. I chose this topic because I was interested in RJSC and
I was also interested to know how to register company. The only authority is The Registrar of Joint
Stock Companies and Firms (RJSC) which facilitates the formation of companies and keeps track
of all ownership related issues as prescribed by the laws in Bangladesh. The head of the RJSC is the
registrar. Based on this paper, the step of register are a) Name Clearance b) Company Registration.
Methodology
The study is performed based on the information extracted from different sources collected by
using a specific methodology.
Secondary Sources:
Office of the Registrar of Joint Stock Companies and Firms.
Registration process of Private Limited Company in Bangladesh. (November 21, 2015).
Internet and various study selected reports.
According to chief justice Marshal, “a corporation is an artificial being, invisible, intangible, existing only
in contemplation of the law. Being a mere culture of law. It possess only the properties which the charter
of the creation confers upon in either expressly or as incidental to its very existence.”
2) The company’s money and property belongs to the company and not to the shareholders.
Statutory definition: Sec 2(1) (C) of the companies act, 1994 provides “Company means company
formed and registered under this act or any existing company.”
Sec 2(1) (h), Companies Act 1994 also provides the meaning of existing company as follows,
“Existing company” means a company formed and registered under any law relating to companies in force
at any time before the commencement of this act.
Private companies
Public companies
Foreign companies
Trade organizations
Societies, and
Partnership firms
RJSC grants registration and ensures lawful administration of the entities under the provisions of applicable
act as under:
1. Companies and Trade Organizations : Companies Act, 1994 (Amendment of Companies Act
1913
2. Societies : Societies Registration Act, 1860
3. Partnership Firms : Partnership Act, 1932
Historical Background
After the partition of India, the Office of the Registrar of Joint Stock Companies &
Firms under the Ministry of Commerce was first set up in Chittagong, the port and 2nd biggest
city of Bangladesh with some files and records of Companies, Associations (Trade
Organizations) and partnership firms received from Kolkata, India. The office was transferred
to Dhaka, the capital of Bangladesh in 1962. Currently there are around 110,000 entities
registered under RJSC.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)
RJSC BUSINESS
The business of RJSC is -
i. To incorporate Companies (including Trade Organization), Societies and Partnership Firms
under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership
Act 1932, and
ii. To administer and enforce the relevant statutory provisions of these acts in relation to the
incorporated companies (including Trade Organization), societies and partnership firms.
ii. 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.
iii. 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’
iv. 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.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)
vi. Struck Off : RJSC strikes off the Register a company’s name if it is not
in operation any more.
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.
When I will open a private company, following procedures need to be done:
REGISTRATION PROCEDURE
a) Name Clearance
b) Company Registration.
My first step would be to obtain a name clearance for the proposed company name. I will have to
visit www.roc.gov.bd and create a username first. Then I will be able to apply for name clearance. After I
made the application for name clearance, I will receive a bank payment slip and I will have to pay Taka
600 to the designated bank. After making the payment, I will have to log in to my account on the RJSC
website and then I will get the name clearance.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)
The last step I will follow is to submit all the required information in the RJSC’s website. Also I will
be required to upload Form IX and Subscriber Page. After I finish all the process, I will receive a bank
payment slip for paying the registration fees along with stamp duty.
After making the payment in the bank, I will be done. Now I will have to follow up with the RJSC for
obtaining the incorporation certificate. RJSC officials will check the documents and information. If they
are satisfied, they will issue the digitally signed
i) Certificate of Incorporation
iii) Form XII. These documents will be mailed to my email address associated with my RJSC
account.
After the incorporation, I should buy a commercial space or rent some space in any commercial area.
Then I will need to apply for Trade License and Tax Identification Number. Depending on my company’s
business activities, I may need to obtain more business licenses.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)
Reference
Retrieved From
https://resource.ogrlegal.com/company-registration-in-bangladesh/
Retrieved from
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)
https://www.linkedin.com/pulse/registration-process-private-limited-company-
bangladesh-hasib/