100% FOREIGN COMPANY

100% Investment by Foreign Company

The following information will help the foreign an local entrepreneurs registering a company in Bangladesh. Rules and process of new company registration in Bangladesh as local entrepreneurs and the foreign entrepreneurs are different from each other. Besides, fees, government official additional expenses, time and behavior are not same like local investors. Without government officers, staffs and artificial complexity no one get the licenses or pass the documents to start a business in Bangladesh. Bangladesh is a beautiful country because everything is possible to be done.

There are mainly two types of company registration in Bangladesh

Private limited Company registration in Bangladesh
Public limited company registration in Bangladesh
Limited by shares
Limited by guarantee

Limited liability company registration in Bangladesh

What is private limited Liability company registration in Bangladesh?

It consists of minimum two persons (or directors);
Statutory meeting and report are not applicable as section 83, Act 1994;
Retirement provisions are not applicable as section 91 (b);
Filing a statutory in lieu of prospectus is not required as section 141;
No restriction for allotment of shares as section 148 of Company Act 1994;
Certificate of commencement is not required to obtain in case of private limited company registration in Bangladesh;
Submission of accounts to members are not required as section 191;
Regulations from section 79 to 87 of schedule 1 on retirement and rotation of directors are not compulsory;
The activities in sectors where no constraint from government for investment by the foreigners or locals are called private sectors;
Prohibits any invitation to the public to subscribe for shares or debentures;
Limits its number of members up to 50, excluding persons who are employees of the company.

The following documents are to be filed with the Registrar of Joint Stock Companies And Firms with requisite fees:

Memorandum and article of association as section 5, 6, 17 & 18 of Company Act, 1994
List of the directors as section 92 (1)
Contract of the directors to take qualification of the shares as section 92 (1)(b)
Address and personal information of the directors
Encasement certificate in favor of purchasing qualification of shares
For calculation of government fees please visit www.roc.gov.bd. It is required for filling up of form I, VI, IX, X and XII.

Some key unknown information to changes in the Memorandum or articles of association as follows:

Company name changes: special resolution, permission from RJSC and BOI as section 11 and 88
Registered office changes: Ordinary resolution, permission from RJSC, filing up form VI as section 77 (2)
Objectives changes: Special resolution, permission from High Court Division as section 12, 15 and 88 of Company Act 1994
Capital increase: Ordinary resolution, filling up form IV as section 53, 56
Changes in article of association: Special resolution, from RJSC, under section 20, 88 as form VIII

How to register a company in Bangladesh as foreigner

Above information are applicable as question of how to register a company in Bangladesh as foreigner.
Heading of section 378 to 387, Company Act 1994 are written as:

Section 378: Application of sections 379 to 387 to foreign companies
Section 379: Documents etc to be delivered to Registrar by foreign companies carrying on business in Bangladesh
Section 380: Accounts of foreign company
Section 381: Obligation to state name etc of foreign company
Section 382: Service of foreign company
Section 383: Notice of ceasing place of business of a company
Section 384: Penalties
Section 385: Company’s failure to comply with this part not to affect its liability under contracts
Section 386: Fees for registration of documents under this part
Section 387: Interpretation

Important returns to be file with the Registrar by any company after registering a company in Bangladesh, as follows:

Section	Return	Requirement	Return Forms
36	Annual return	Within 21 days of General Meeting	Schedule X
56	Increase authorized capital	Within 15 days of passing the resolution thereof	Form IV
88	Special resolution	Within 15 days of passing the resolution thereof	Form VIII
151	Return of allotment	Within 60 days of allotment	Form XV
190	Fining annual accounts	Within 30 days of General Meeting	Copies thereof

Report and return to be submitted of the companies registered in Bangladesh to RJSC, as follows:

Section	Particulars	Time limits
23	Memorandum and article of association	n/a
53	Notice of changes share capital	15 days
56	Notice for increase of share capital	15 days
77(2)	Registered office changes	28 days
85(1)	Notice of General Meeting	14 days
115	Changes directorship	14 days
151	Allotment of cash (public limited company)	60 days
210	Appointment of auditors	7 days

Time line of company registration in Bangladesh:

License	Particular	Authority	Time Line
Incorporation	MoA & AoA with director’s information Encasement and forms 3 certified copies are supplied from RJSC Incorporation Particular of directors (form XII) and MoA & AoA	Registrar of Joint Stock Companies And Firms-RJSC,	3-5 days
Trade License	Trade license is must to start business in Bangladesh;	City corporation north, City corporation south, Union Porishad	3 days
Tax Identification Number (TIN)	TIN is optional for the foreign directors. TIN is requiring doc to register a company in Bangladesh. Original passport should provide before officer to be seen and authentication.	National Board of Revenue (NBR), eTIN	1 hour
VAT (Value Added TaX)	Regional office of VAT serves within its jurisdiction. RJSC certified copies, TIN, trade license Bank solvency certificate Rental agreement copies are supporting documents to apply for VAT license.	NBR, VAT office north, field office, VAT office East	5-7 days
Membership of commerce	Generally export, import license holders and manufacturing industry apply to obtain certificate	Bangladesh, Japan Bangladesh chamber of commerce
Export and import (IRC & ERC)	Supporting papers: Trade license, Chamber certificate, TIN Bank solvency, rental agreement, Employment list, Passport, Photo main application form, RJSC certified copies Undertaking, Bank deposit Chalan (government fees).	Chief controller of Export & Import.	7-10 days
Fire License	Supporting papers: Approved building layout plan, bank draft Trade license, RJSC certified copies Instrument purchase list, machinery list	Fire service & civil Defense	7-10 days
Factory license	Supporting papers: Fire license, Trade license, Building outlet plan Agreement of rent, photo, application Bank draft, RJSC certified copies List of man power & machinery.	Ministry of Labor and Employment	3-5 days
BOSTRO ODHIDOPTOR	Supporting papers: Fire license & Trade license Building outlet plan Agreement of rent Application, bank draft of taka 5000 RJSC certified copies, list of man power machinery list, equipment or machine purchase loan sanction letter.	Textile mills corporation	10-20 days
PI Visa (Private investor visa)	Supporting papers: Passport, photo, encasement certificate of US$ 50,000, RJSC certified copies, Board meeting minutes & news paper advertisement	Board of Investment, BOI	10-15 days
E visa (employment visa)	Supporting papers: Employment appointment Board Meeting Photo, Man power list Daily news paper advertisement US$ 50,000 bank certificate & previous service history	Board of Investment, BOI	10-15 days
Branch office	Supporting papers: Application form, man power list Audit copy of parent company Board meeting minutes Business activities Photos, address rental deed Appointment letter of local expert/ consultant/ lawyer	Board of Investment, BOI	30 days(meeting hold once in a month)
Office in EPZ(Export processing zone)	Supporting papers: Application form, man power list, Audit copy of parent company Board meeting minutes Business activities Photos Address & rental deed Appointment letter of local expert/ consultant/ lawyer	Bangladesh export processing zone authority- EPZA	20-30 days