THE STEPS OF COMPANY REGISTRATION IN

BANGLADESH
ESSENTIAL STEPS TO FORM A COMPANY
 1. Selection of Name & Getting Name Clearance
Name need to be approved before going to the further steps. A name clearance is
required
 2. Documents Preparation
*Memorandum of Association
*Article of Association
*Form IX and Form X & Form XII
*Name Clearance Document
*Signed for IX & Subscriber Page
ESSENTIAL STEPS TO FORM A COMPANY CONTD
 3. Submission of Documents to RJSC
Required document need to be submitted to RJSC. These two documents must be filled when
application is made for the registration and incorporation of the company also with other
documents as prescribed by RJSC
 4. Receive a Certificate of Incorporation from the registrar & Others Documents
*Certificate of Incorporation
*Certified Copy of MOA & AOA
 5. Capital must be raised
These steps are required to form a private company. In case of public company, some other
steps are required to be taken before it can commence the business
 Prospectus: the prospectus or the statement in lieu of prospectus must be issued and
registered with the registrar
ESSENTIAL STEPS TO FORM A COMPANY CONTD
 6. Minimum subscription: The minimum subscription must be made and thereafter all
the allotment of the share must be made
 7. Every director has paid money payable by him
 8. A declaration by directors “All requirement have been complied with”
 9. Certificate of Commencement: the certificate of commencement must be obtained
from the registrar
 10. Post Registration Requirements
*Applying for trade Licence, TIN and VAT Registration Certificate
*Arrangement of AGM in each Calendar Year
SEC. 23 REGISTRATION

 1a) The memorandum and articles if any shall be filed with the Registrar who if
satisfied that the requirements of this Act have been complied with shall retain and
register them within thirty days from the date of their receipt
 1b) and in the event of refusal he shall communicate the grounds within ten days
after that period to the company.
 (2) An person on being aggrieved by a refusal of the Registrar under sub-section (1)
may make an appeal to the Government within thirty days of the receipt of the
refusal order.
 (3) The decision of the Government in an appeal under this section shall be final
SEC 24: EFFECT OF REGISTRATION

 (1) On the registration of the memorandum of a company the Registrar shall certify
under his hand that the company is incorporated and in the case of a limited
company that the company is limited.
 (2) From the date of incorporation mentioned in the certificate of incorporation the
subscribers of the memorandum together with such other persons as may from time
to time become members of the company shall be a body corporate by the name
contained in the memorandum capable forthwith of exercising all the functions of an
incorporated company and having perpetual succession and a common seal but with
such liability on the part of the members to contribute to the assets of the company
in the event of its being wound up as is mentioned in this Act
SEC. 25. CONCLUSIVENESS OF CERTIFICATE OF INCORPORATION
 (1) A certificate of incorporation given by the Registrar in respect of any association
shall be conclusive evidence that all the requirements of this Act in respect of
registration and of matters precedent and incidental thereto have been complied
with and that the association is a company authorised to the registered and duly
registered under this Act.
 the Certificate of Incorporation is conclusive evidence about the following Matters.
 I. All the requirements of the act has been complied with any respect of registration
and matters precedent and incidental thereto.
 2. The association is a company authorized to be registered and duly registered under
the Act.
 3. The legal existence of the company begins from the date of issue of the certificate