One Person Company Registation in Bangladesh

One Person Company Registration | OPC Registration Procedure in Bangladesh

Company Name

The proposed company name must be approved before formation or incorporation in Bangladesh.

Directors

A minimum of one director is mandatory, who can be either local or foreign. Directors must be at least 18 years old and must not be bankrupt or convicted of malpractice in the past. A director must hold qualification shares as stated in the Articles of Association. If the shareholder is not a natural person (i.e., a company), a nominee director can be selected.

Shareholders

A private limited company in Bangladesh can have a minimum of 2 and a maximum of 50 shareholders. A director and shareholder can be the same or different. Shareholders can be individuals or legal entities, with 100% local or foreign shareholding allowed in most sectors. New shares can be issued, or existing shares can be transferred after incorporation.

Authorized Capital

You must state the authorized capital in the Memorandum of Association (MOA) and Articles of Association (AOA). Authorized capital is the maximum amount of share capital the company is allowed to issue. There is no minimum or maximum limit for authorized capital in Bangladesh.

Paid-up Capital

Paid-up capital (also known as share capital) can be increased at any time after incorporation.

Registered Address

You must provide a local physical address as the registered address of the company, which can be either residential or commercial.

Memorandum and Articles of Association

The company must prepare a Memorandum of Association (MOA) and Articles of Association (AOA) for incorporation.

Considerations for Foreigners

Foreigners wishing to open a company in Bangladesh should consider the following:

• Open a bank account in the proposed company name using the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) and bring in the initial paid-up capital. This is mandatory for incorporation.
• Most formalities can be handled without visiting Bangladesh, except for bank account opening, which may vary by bank.
• All directors and shareholders can be foreigners.
• No special visa is required for foreigners wishing to incorporate a company without relocating to Bangladesh. They can operate from overseas and visit Bangladesh on a business visa as needed.
• If relocating to Bangladesh to operate the company, a work permit is required.

OPC Registration Procedure in Bangladesh

For company formation or incorporation, the following information is required by the company registrar:

1. Company Name: Obtain name clearance.
2. Memorandum of Association and Articles of Association: The object clause in the MOA must be within 400 words and have 7 clauses.
3. Shareholder Particulars: National ID for Bangladeshi shareholders.
4. Director's Particulars: Including Tax Identification Number (TIN).
5. Registered Address: Provide the local address.
6. Signed Form IX and Subscriber Page: Scanned copies in PDF are required.
7. For Foreigners: Copy of the passport of the shareholder and director.

Company Registration Procedure

The registration process is partially computerized and online-based. Here’s the step-by-step procedure:

Step 1: Name Clearance

1. Obtain name clearance for the proposed company name by visiting www.roc.gov.bd and creating a username.
2. Apply for name clearance and receive a bank payment slip to pay BDT 600 at the designated bank.
3. After payment, log in to your RJSC account to obtain name clearance. An approved name will be reserved for one month, with an option to extend by filing a request before expiry.

Step 2: Bank Account Opening and Bringing in the Paid-Up Capital

If the proposed company has foreign shareholders:

1. Open a bank account in the proposed company's name with a scheduled bank in Bangladesh.
2. Remit the paid-up capital from outside Bangladesh into the account. The bank will issue an Encashment Certificate, required for incorporation.

Step 3: Register Company

1. Submit all required information on the RJSC website, including uploading Form IX and the Subscriber Page.
2. After completing the process, you will receive a bank payment slip for the registration fees and stamp duty.
3. Make the payment at the bank, then follow up with the RJSC for the incorporation certificate. RJSC officials will check the documents, and if satisfied, will issue:
   • Certificate of Incorporation
   • MOA and AOA
   • Form XII These documents will be sent to your email associated with your RJSC account.

There may be delays in the incorporation process if shareholders or directors are of certain nationalities, in which case additional information may be requested.

Post-Registration Formalities

Documents issued by the RJSC include:

• Certificate of Incorporation: Contains the company registration number and name.
• Form XII: Lists particulars of the directors.
• Certified copies of the MOA and AOA.

Additional items you will need include:

• Share certificates for each shareholder.
• Register for shareholders, shares, and directors.
• Company common seal.
• A rubber stamp for the company.

Applying for Trade License, Tax Identification Number, and Other Licenses

After incorporation, secure a commercial space and apply for a Trade License and Tax Identification Number. Additional business licenses may be required depending on your activities.

RJSC Return Filing Requirements

• Annual Return: An Annual General Meeting (AGM) must be held within 18 months of incorporation, with no more than 15 months between AGMs.
• Regular Return: Any changes in the board of directors, shareholding structure, or other changes must be filed with the RJSC within a specified timeframe.