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Sure, I can guide you through the process of registering and opening a private limited
company in Bangladesh. Here are the steps you need to follow:

1. Company Name Clearance: The first step to forming a private limited company in
Bangladesh is to apply for a company name clearance. This can be done online through
the Registrar of Joint Stock Companies and Firms (RJSC) website. The proposed name
must not be identical or similar to any existing company name in Bangladesh.
2. Memorandum and Articles of Association (MOA and AOA): The next step is to
prepare the Memorandum and Articles of Association (MOA and AOA) of the company.
These documents outline the objectives, scope, and activities of the company, as well as
the rules and regulations governing its operations. The MOA and AOA must be printed
on non-judicial stamp paper and signed by the company's directors.
3. Incorporation: After obtaining the company name clearance and preparing the
MOA and AOA, the next step is to submit the necessary documents to the RJSC for
incorporation. These documents include the following:
 Form I: Declaration of compliance with the Companies Act, signed by a company
director
 Form VI: Particulars of directors, managing directors, and secretary of the
company
 Form IX: Consent of the director to act as such
 Form XII: List of people who have consented to act as shareholders and the
number of shares they have agreed to take up
 Treasury challan showing payment of the incorporation fee
4. Obtain a Business Identification Number (BIN): After the company is
incorporated, it needs to obtain a Business Identification Number (BIN) from the
National Board of Revenue (NBR) within 45 days of incorporation. The BIN is a unique
identification number required for taxation and other purposes.
5. Open a Bank Account: The next step is to open a bank account in the name of the
company. The bank will require the incorporation certificate, MOA and AOA, and other
relevant documents to open the account.
6. Register for Tax: Once the company has obtained a BIN, it must register for tax
with the NBR. This includes obtaining a Tax Identification Number (TIN) and registering
for Value Added Tax (VAT).

Closing or Winding up of a Private Limited Company in Bangladesh:

 In the event that a private limited company needs to be closed or wound up, the
following steps must be followed:

1. Board Resolution: The first step is for the company's board of directors to pass a
resolution to wind up the company. The resolution must be approved by at least two-
thirds of the directors.
2. Liquidation: The company must appoint a liquidator who will be responsible for
winding up the company's affairs and distributing the assets to the creditors and
shareholders.
3. Notification: The company must notify the RJSC and the NBR of the decision to
wind up the company.
4. Settlement of Debts: The liquidator must settle all outstanding debts and
liabilities of the company.
5. Distribution of Assets: After settling all debts and liabilities, the liquidator must
distribute the remaining assets to the shareholders.
6. Deregistration: Once all the affairs of the company have been settled, the
liquidator must apply to the RJSC for deregistration of the company.