Public LIMITED COMPANY

Information of company registration in Bangladesh as public limited company:

Public limited company registration in Bangladesh: Public limited company capital can be raised taka 20 lac without prior approval. Corporate shares are controlled by SEC, Security of Exchange Commission. A private company cannot make public offering. A public limited company whose capital amounts of Taka 5 millions must obtain permission from SEC . It is not compulsory of foreign owned company of public offering if capital exceed more than 5 millions. Minimum 5 directors shall be containing for public limited company with one independent director.

Formalities of public offering:

Draft of prospectus
Sanctioning of capital from SEC
Approve of capital from SEC, Security of Exchange Commission
Filing prospectus to RJSC
Underwriting agreement with under writers
Arrangement of bankers and bankers to the issue
Listing with stock exchanges
Publication of prospectus
Data entry and summation of application
Board meeting for consideration of allotment
Allotment under SEC guide line
Refund of excess subscription
Return of allotment submission with RJSC
Share certificate are to be issues to the share holders within timeline.

Conditions and restriction of appointment of the directors in Bangladesh in case of public limited companies as follows:

Sec.90: Directors are obligatory
Sec. 91: About appointment of directors
Sec. 92 (1): A consent of writing by person to act as director must be files to the registrar
Sec. 92 (2): Who has consented to take qualification of shares
Sec. 93 (2): Directors to be files to Registrar with 30 days of appointment
Sec. 109/ 110: Restriction of appointment of Managing Director
Sec. 115 (2): A return to be files to registrar within 14 days of appointment of directors

Time line of company registration in Bangladesh:

License	Particular	Authority	Time Line
Incorporation	MoA & AoA with director’s information, encashment 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 chamber of Commerce	Generally export, import license holders and manufacturing industry apply to obtain certificate	BGMEA, BKMEA, India Bangladesh, German Bangladesh, Japan Bangladesh chamber of commerce	7-30 days
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, encashment 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 BEPZA(Bangladesh Export Processing Zone Authority)	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