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Course title: Introduction to Business Law

Code: Bus360
Section: 06
Group Assignment
Subject: Steps in the formation and register a Private Limited Company in Bangladesh

Submitted to:
Mr. Iftekhar Mahfuz,
Lecturer A, Department of Management,
School of Business & Entrepreneurship,
Independent University, Bangladesh
Submitted by:

Name Id
Ridoy Dev 2120595
Rizwan Hasib 2111459
Khan Tassen Islam 2020012
Md Shadman Sakib 1931257

Date of submission: 06/08/2023

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Table of Contents

Introduction 03
Definition 03
Essential Features of company 04
Registering Private limited company in Bangladesh---------------------------------------06
Steps of forming a company in Bangladesh-------------------------------------------------06
Name clearance 06
Registration 07
Submission and Payment 08
Print Submission 09
Memorandum of Association 10
Articles of Association 12
Applicable fees for Registration 12
Return Filling 15
Winding Up 16
Issuance of Certified Copies 17
Struck Off 18
Conclusion 18
Reference 19
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Introduction: We must register with the Register of Joint Stock Companies and Firms (RJSC)
before starting a business/company. In our perspective, Bangladesh is an excellent place to launch a
new business and increase profits. After coming up with a concept and starting a firm, we must
register it with RJSC. RJSC is the only organization in the country with the power to approve a
company's certificate of establishment or registration. After obtaining the name clearance
certificate, draft the company's articles of formation and memorandum of association in compliance
with the Company Act of 1994. In the Memorandum of Association, all possible commercial
endeavors and services are listed, along with the number of shares held by each Director,
Chairperson, Managing Director, and Shareholder. All internal operational quirks, such as material
labor, office stuff's duty, official way, and so forth, are expressed in the articles of association. Also
included here are the numbers of shares that each Director, Chairman, Managing Director, and
Shareholder currently holds, as well as the shares that qualify for Directorships under the
Company's written-down authorized capital and paid-up capital.

Definition: A business is an organization or group of people, including both natural and legal
persons as well as a combination of the two. Members of the company come together for the
purpose of concentrating their unique abilities and organizing the collectively available skills or
resources to accomplish predetermined, stated goals. A company is a voluntarily formed association
of individuals with limited liability and a unique identity created for the purpose of conducting
business. It is a legal person that possesses a distinct legal identity from the individuals that make
up its body, is endowed with the capacity for everlasting succession, and can exercise its own rights
and obligations. According to the Companies Act of 1956, a "company" encompasses a business
that is created and registered under the Act as well as an existing business that was created or
registered under any of the prior company laws. However, a company cannot enjoy fundamental
rights that are given to citizens because it is not a citizen.

Essential Features of company

1. Registration: A corporation only exists after being registered with the Companies Act. However,
a Statutory Corporation is established and can conduct business only as specified by the Act and as
approved by the Legislature. It is not necessary to register a partnership.
2. Voluntary Association: A firm is a group of people who come together voluntarily.
Consequently, a corporation is created with the choice and approval of its members.
3. Legal Personality: In terms of the law, a company is treated as a single individual. It is a
separate legal person.
Even in the event of "One-man Companies," this regulation is applicable.
4. Contractual Capacity: A shareholder of a corporation may not in any manner bind the company
in its individual capacity. A company's shareholder has legal authority to negotiate with the business
and may even work there.
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5. Management: The Board of Directors, full-time Directors, managing directors, or manager
manage a corporation. These individuals are chosen in accordance with the Act and the company's
articles of association. As such, a shareholder is not permitted to participate in management.
6. Capital: Without capital, a business cannot function.
7. Perpetual Existence: There is perpetual succession inside the Company. Its existence is
unaffected by a shareholder's demise or insolvency. A company only ends when it is liquidated in
accordance with the Companies Act's provisions.
8. Registered Office: A business needs to have a registered address.
9. Common Seal: Every business needs a common seal. Being an artificial person, the firm is
unable to sign its name to a contract. Its signature is replaced with the common seal. The company's
name, address, and the day it was founded are inscribed on the common seal.
10. Limited Liability: A company's shareholders typically have just a small amount of liability.
Individual shareholders cannot be made the subject of a judgment obtained against a company since
a company's creditors are not also its creditors. It can only be used to execute against corporate
assets.

11. Transferability: A corporation's shareholder may transfer their shares, and often the transferee
joins the firm.

12. Statutory Obligations: A corporation must adhere to several statutory management

requirements, such as filing balance sheets and keeping accurate account books and registers.
13. Not a Citizen: A company is not a real person. Therefore, although having a domicile, a firm is
not a citizen.
14. Residence: For tax and other purposes, a firm has a residence. A corporation lacks all essential
rights.
15. Social Objective: According to the current understanding of the legal nature of company law, a
company is a social institution with obligations and responsibilities to its employees, the
community, the national economy, and progress.
16. Centrally Administrated: The Central Government overseeing corporation legislation.
As per a company's rules and regulations, company has two types:
1. Public Limited Company
2. Private Limited Company.
A Private Limited company is what we need to do. A confidential enterprise is one that: #has a base
settled share capital of Rs. 1 lakh or such more noteworthy capital as might be required; and #under
its articles #has a base settled share capital of Rs. A. individuals who are organization laborers; and
B. individuals who are ex-representatives of the organization who were individuals while in such
business and who have stayed to be individuals after quitting being laborers. Affiliation #restricts
the quantity of its individuals to 50.
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Registering Private limited company in Bangladesh

To register a company manually, one has to go to RJSC office and fill the application form. One
can abo registers through website of the office of the Registrar of Joint Stock Companies and
Firms (RISC). The web address is www.roc.gov.bd

Steps of forming a company in Bangladesh

Name clearance:
RISC name clearance is the first stapes for a company formation or registration to start business
in Bangladesh. RJSC (The Registrar of Joint stock Companies and Firms) is the only legal
authority to issue Name Clearance Certificate.

Name Clearance Terms and Condition:

1. The same name is not applicable for Company / formation in Bangladesh, (Which is certified
by RJSC). Its hearing sound, written style and sight will not be same all the way.
2. Name could not be similar with international company, organization, social & Cultural
organization.
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3. Name cannot be permissible any existing company, business body, Social, Cultural,
Entertainment & Sporting organization's name.
4. Company's name will not be similar Govt. Organization or Company.
5. Nationally fame person's name or famous family's name need to permission from particular
person and take permission to Government.
6. If you interested to take freedom fighter related name for your company must be essential
approval of Freedom Fighter Ministry of Bangladesh.
7. Company's name could not be similar of Govt, development program or development
organization.
8. No name will be applicable of political party's slogan, political party's name and program
which are existing now.
9. Slang word, Rebuke or.....possible for company formation in Bangladesh.
10. Cannot select any name which is broken Social, Religious and national harmony.
11. Earlier established (at least 10 years old) Social organization's real name, to attend personally
with organizing Committee resolution for registration of social organization's real name.
12. Social, cultural & sporting organizations can be limited company by taking Ministry
permission otherwise not possible to do.
13. Violating any name clearance terms & conditions R. RISC can change providing name and if
name is unchanged a certain time. Registration number will be acquainted of the company.
14. Only name clearance is not final settlement of Company Registration/Formation first stapes.

At first you select a name of your company than submit RJSC and pay 600 (Six Hundred) takas
to schedule authorized bank of name clearance cost. If you get name clearance from RISC of
submitting company's name and make Memorandum of Association & Article of Association
Memorandum of Association describes all kinds of business & activities which will be operate
by the company and mentioned of shares distribution of every Director and shareholders. All
share holder, director, managing director, Chairman signed it for their proposed share.
Article of Association basically written down legal and administrative activities of the company,
as like borrowing powers, power of chairman, managing director, director and shareholders,
general meeting procedure, quorum of meeting, vote of member's, qualification shares of
directors, quorum of board meetings, number of share of directors and shareholders and all other
operating activities which followed by Company Act 1994.
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Registration:

1. Click the ‘Apply for Registration’ option under the registration broad heading on the RJSC
internet page.
2. Provide the Username and Password and click the user sign-in button.
3. For the online registration need to submit Form –VI, XII, X, I, IX, Memorandum and
Articles of Association documents.
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Submission and Payments:

 Click the Print Review button to preview the documents you submitted online, make sure
the data is correct, submit them, and pay the application fee.
 Click the continue button and will see the Submission and Payment Reference Page.
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 Congratulations! You have successfully completed the online submission of the Registration
Application.
 Please retain the submission reference for future reference.
 You can edit your submission prior to submitting documents.
 Click Back to Home to go to the home page.

Print Submissions
For printing, please follow the guidelines:
Click the Print Registration Documents options under Registration on the home page.

Memorandum of Association:
It is a legal document prepared during a company's formation and registration process. It defines the
company's relationship with shareholders and specifies the objectives for which the company has
been formed. The contents of a Memorandum of Association include name, registered office,
object, liability, and association clauses.
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Articles of Association:

Articles of association is a legal document that outlines the rules and regulations of a company or
organization. These articles exist to explain the details of a company's operations and include
financial records and information about key tasks that a company aims to complete. These are
written rules which set out how a company should be run and governed. They are agreed upon by a
company's shareholders, directors, and secretaries.

 After completing the Articles of Association page press submit button to the back
registration application page.
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Applicable fees for Registration:
To apply for Name Clearance, Registration, Certified Copies and to submit returns, fees and stamps
are to be provided as under:

Fees of Name Clearance

✔For NC clearance: @BDT 500 for each of the proposed names.

✔For time extension: @BDT 100 for each time extension application.

Stamps and Fees of Registration

PRIVATE COMPANY (Companies Act, 1994)
Stamps

✔For affixing on the Memorandum of Association: BDT 2000

For affixing on the Articles of Association:

For Authorized Capital Stamp (BDT)

Up to 40,00,000 10,000

40,00,000 up to 12,00,00,000 30,000

More than 12,00,00,000 50,000

Registration fee

✔For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, BDT
200.0 per document): BDT 1,200
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For the authorized share capital:

Authorized Capital (BDT) Fee (BDT)

Up to 20,000.00 0

Additional for every 10,000.00 or part after 0

first 20,000.00 up to 50,000.00

Additional for every 10,000.00 or part after 0

first 50,000.00 up to 10,00,000.00

80
Additional for every 10,000.00 or part after

first 10,00,000.00 up to 50,00,000.00

Additional for every 100,000.00 or part after 130

first 50,00,000.00

Return Filling:
a. Registered entities are to file to RJSC documents pertinent to management/operation of
the respective entity in prescribed Forms and Schedules (called Returns Filing)
b. There are two (2) types of Returns Filing, viz., a) Annual Returns Filing and b) Returns
Filing for any change in an entity.
c. Entities submit returns for filing at RJSC.
d. Entities pay filing fee and late filing fee (if applicable) to RJSC counter.
e. RJSC scrutinizes returns.
f. In case of any incomplete/incorrect submission, RISC notifies the entity for remedial
measures.
g. RJSC archives approved returns.
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Returns to be Submitted.
PRIVATE COMPANY (Companies Act, 1994)
Private companies are to submit the following returns for filing.
a. Annual Returns
i. Schedule X: Annual summary of share capital and list of shareholders. Directors: to
be filed within 21 days of AGM [Section 36]
ii. Balance Sheet: to be filed within 30 days of AGM.
iii. Profit & Loss Account: to be filed within 30 days of AGM.
iv. Form 238 Notice by Auditor: to be filed within 30 days of receiving appointment
information from the company [Section 210 (2)].

b. Returns for Change

i. Filed in Form III - Notice of consolidation, division, subdivision or conversion into stock
of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54]
ii. Filled in Form IV-Notice of increase share capital to be filed within 15 days of
increase of share capital member [Section 56].
iii. Filled in Form VI- Notice of situation of Registered Office and of any change therein:
to be filed within 28 days of establishment or change [Section 77].
iv. Filled in Form VIII - Special Resolution Extraordinary Resolution including name
change, conversion into public company, alteration of the memorandum of
association, alteration of articles of association etc: to be filed within 15 days of the
meeting [Section 88 (1)].
v. Filed in Form IX - Consent of Director to act to be filed within 30 days of
appointment [Section 92].
vi. Filled in Form XII - Of the Directors, Manager and Managing Agents and of any
change therein: to be filed within 14 days from the date of appointment or change
[Section 115)
vii. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment
[Section [151].
viii. Filled in Form XVIII-Particulars of mortgages or charges: to be filed within 21 days
of creation of the mortgage or charge [Section 159 & 391].
ix. Filled in Form XIX - Of Modification of Mortgage or Charge: to be filed within 21
days of the date modification [Section 167(3) & 319].
x. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed
within 21 days of the date satisfaction [Section 12 & 391].
xi. Filled in Form 117-Instrument of Transfer of Shares xii. Digital copy of original
Memorandum & Articles of Association
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Winding Up
1. Mode of Winding Up:
The Winding up of a company may be either-
i. By the court; or
ii. Voluntary

a. Sub-Divisions of Voluntary Winding Up-

i. Members Voluntary Winding Up: wherein a declaration of solvency to pay debts is

made.
ii. Creditors Voluntary Winding Up: wherein a declaration of solvency is not made.
iii. Subject to supervision of court: wherein a company has resolved to wind up
voluntarily and the court mikes an order on consideration of a petition by the member
or the creditor that the Voluntary Winding up shall continue but subject to
supervision of the court.

2. Winding Up by the Court

i. The Company or any creditor or creditors or the Registrar submits petition to the
court for Winding up of the company by the court.
ii. Winding up of a company by the court is deemed to commence at the time of
presentation of the petition for the Winding Up.
iii. The petitioner/the company files with the Registrar a copy of the Court order
within thirty (30) days of the court order.
iv. The Registrar notifies in the official gazette that such a court order has been made.
v. The court may, at any time after an order for Winding up, in consideration of an
application of any creditor or contributor, make an order staying the Winding up
proceedings either altogether or for limited time.
vi. The court may appoint other than the official receiver a person or persons as
official liquidator or liquidators for the purpose of conducting the proceedings of
winding up.
vii. The official liquidator files with the Registrar audited accounts.
viii. When the affairs of the company is completely wound up the official liquidator
files with the Registrar court order of dissolution within fifteen (15) days of such
an order.
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3. Voluntary Winding Up:

i. A company may adopt resolution, special resolution, or extraordinary resolution
for Voluntary Winding up.
ii. A Voluntary Winding up is deemed to commence at the time of passing of the
resolution.
iii. The company within ten (10) days of resolution notifies in the official gazette and
in newspaper that such a resolution has been taken.
iv. Members Voluntary Winding up: In this case, prior to passing of the resolution of
Voluntary Winding up, the directors at a meeting make a declaration of solvency
that the company is capable to pay its debts within a period not exceeding three
(3) years. The declaration is filed with the Registrar.
v. Creditors Voluntary Winding up: In this case, a declaration to pay debts is not
made.
vi. The company shall appoint one or more liquidators.
vii. As soon as the affairs of the company are fully wound up and final meeting held,
the liquidator within one (1) week of the meeting files with the Registrar-final
accounts and returns of the final meeting.
viii. The company shall be deemed to be dissolved on expiration of three (3) months of
registration of returns of the final meeting.
ix. The dissolution period may however be extended by the court on consideration of
any petition.
x. Winding up subject to supervision of court: At any stage of the Voluntary
Winding up process, the court may make an order, on consideration of a petition
by the member or the creditor, that the Voluntary Winding up shall continue but
subject to supervision of the court.

Issuance of Certified Copies:

a. RJSC is the sole authority that keeps records of all registered entities (companies, trade
organizations, societies, and partnership firms).

b. Anyone can apply for certified copy of any of such records of an entity.

c. However, the profit & loss account of a company is not open to all Only authorized
personnel of the respective company can apply for it.

d. On receipt of an application and requisite fee, RISC issues certified copy of the records
applied for.
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Documents Constituting an Issuance of Certified Copies Application

i. One applies for certified copy of record (s) through website

Documents for which certified copies are issued.

PRIVATE COMPANY (Companies Act, 1994)
a. Identified by unique nature.
i. Articles of Association or part thereof
ii. Memorandum of Association or part thereof
iii. Certificate of incorporation
iv. Declaration on registration of company
v. List of persons consenting to be directors (1st Directors)
b. Identified by the applicable year.
i. Annual summary of share capital and list of shareholders, Directors
ii. Balance Sheet
iii. Profit & Loss Account (only to the authorized person of the respective company)
iv. Notice by Auditor
c. Identified by the effective date.
i. Notice of consolidation, division, subdivision, or conversion into stock of shares
ii. Notice of increase of share capital
iii. Notice of situation of registered office and of any change therein
iv. Special Resolution/Extraordinary Resolution
v. Consent of director to act.
vi. Of the Directors, Manager and Managing Agents and of any change therein.
vii. Return of allotment
viii. Of mortgage or charges
ix. Of modification of mortgage or charge
x. Memorandum of satisfaction of mortgage charge
xi. Instrument of Transfer of Share
xii. Alteration of Memorandum of Association
xiii. Alteration of Articles of Association
xiv. Name change
xv. Conversion of private company into public company
xvi. Certificate of Registration of mortgage or charge
xvii. Certificate of Registration of modification of mortgage or charge
xviii. Certificate of Registration of satisfaction of mortgage or charge
xix. Struck off certificate.
xx. Wound up certificate.
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Struck Off:

i. Where the Registrar has reasonable cause (like annual returns are not submitted
for a long period etc.) to believe that a company is not carrying on business or in
operation, sends to the company a notice (1 notice) inquiring whether the
company is carrying on business or in operation.
ii. If the Registrar does not within thirty (30) days of sending the notice receive any
answer thereto, shall within fourteen (14) days, after the expiration of the said
thirty.
(30) days send to the company a 2-notice stating that if an answer is not received
to the 2nd notice within thirty (30) days from the date thereof, a notice will be
published in the official Gazette with a view to striking the name of the company
off the register.
iii. If the Registrar either receives an answer from the company to the effect that it is
not carrying on business or in operation, or does not within thirty (30) days after
sending the 2nd notice receive any answer, he may publish in the Official Gazette,
and send to the company a notice that, at the expiration of ninety (90) days from
the date of that notice, the name of the company mentioned therein will, unless
cause is shown to the contrary, be struck off the register and the company will be
dissolved, and
iv. In such a case the Registrar may send a copy of the notice to the company while
sending it to the concerned authority for its publication in official Gazette.

Conclusion
As is documented in this report, failings in institutions, government agencies, legal enforcement,
and market behavior have resulted in weak corporate governance in Bangladesh. The report is
designed as a diagnostic tool from which a consensus will emerge regarding the way forward for
Bangladesh. The authors hope that this report will start a dialogue amongst stakeholders about
specific measures that can be taken to improve the transparency and accountability of the
corporate sector and strength then institutional support for good corporate governance. At this
stage, only very broad recommendations are provided, identifying institutions or sectors that
should be studied further. Specific recommendations will be framed in subsequent stages of this
project. Corporate Governance is a term that describes the interaction of government regulators,
shareholders, and boards of directors, independent observers, auditors, accountants, and
managers to provide quality Information to shareholders, the market, and society at large. Each
stakeholder plays an important part to Creating an environment where transparency and
accountability are encouraged, enforced, and rewarded.
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Reference:
http://www.roc.gov.bd/
http://www.risc.org/
http://www.rise.org/index.php/rise-name-clearance-rise-entity-rame-search
http://shailalb.blogspot.com/2009/01/registrar-of-joint-stock-companies-and.html
http://en.wikipedia.org/w/index.php?search
http://www.roc.gov.bd:7781/Guidlines http://www.roc.gov.bd:7781/Guidlines/Download/FORM
%20X.htm
http://www.roc.gov.bd:7781/Guidlines/Download/F