TAHMIDUR RAHMAN REMURA WAHID is a premier corporate and company law firm in Dhaka, Bangladesh, offering services ranging from business formation to licensing and management. The law firm in Dhaka regularly provides Business Setup, Liaison office setup, Branch office setup, Audits, Financial Accounting, and other business-related legal services to foreign and local investors and entrepreneurs. Attorneys of Tahmidur Rahman Remura are seasoned in company formation, licensing, and government registrations, among other matters. Barrister Tahmidur Rahman is widely considered as the best corporate lawyer in Bangladesh.
Common Services provided by Tahmidur Rahman Remura, making it the most trustworthy law firm in Bangladesh i.e. Company Name Lookup
- Business Setup/Company Formation/Registration iii. Memorandum and Articles Drafting iv. Formulation of company and business policies v. Assistance with BIDA registrations and recommendations for foreign investors
- Audit & Returns
VAT & Taxation Consulting & Services
viii. Corporate due diligence
Corporate Litigation
- Winding up xii. AGM, EGM, and Board Resolutions xiii. Security Documents xiv. Legal Opinions xv. Legal Notices xvi. Instruments Registrations xvi. Trade Licenses xvi. ERC & IRC xvii. Chamber of Commerce Registration xviii. Capital Increase/Decrease xix. Work Permit/PI Visas
- Employment agreements
Private Limited Company: A private limited company is a privately owned business entity. This form of entity restricts the public trading of shares and limits the owner’s liability to their ownership stake. A Private Company is defined by section 2(q) of the Companies Act 1994 as a company whose Articles of Association restrict the transferability of shares, limit the number of members to fifty, and prohibit the public from subscribing to the company’s shares or debentures.
The Companies Act 1994 outlines the characteristics of a company in Bangladesh: a. It restricts the rights to transfer the shares [s. 2(q)]; b. The minimum number of members is 2 (two) [s. 5]; c. The maximum number of the members is 50 (fifty) excluding the persons employed in the Company [s. 2(q)]; d. It must have at least two directors [s. 90 (2)]; e. It prohibits any invitation to the public to subscribe for the shares or debentures of the Company [s. 2(q)]; f.
PHASES OF COMPANY FORMATION NAME APPROVAL
– Name Clearance (NC) is required to register a new entity (other than Foreign Company and Partnership Firm). Before submitting an application for registration, the promoters of a new entity must apply for and obtain name certification.
– Currently, NC can be obtained online through the joint stock website at roc.gov.bd, which is a relatively straightforward procedure.
– The name authorization is valid for a period of ninety (90) days from the date of issuance.
[ADDITIONAL STEPS FOR A FOREIGN INVESTED COMPANY: OPENING A BANK ACCOUNT, TRANSFERRING MONEY, AND GETTING AN ENCASHMENT CERTIFICATE]
REGISTRATION OF YOUR COMPANY IN BANGLADESH
– The promoters of a new entity (with name clearance) must submit for registration with the appropriate documents, forms, schedules, stamps, and fees, depending on the entity type.
- prepare Memorandum/Articles of Association, forms & schedules, etc., based on entity type.
- Pay Stamp Duty electronically
- submit the application for registration online.
- online payment of registration expenses
- Memorandum and Articles of Incorporation.
- Completed Form I: Declaration on Company Registration [Section 25].
- Form VI: Notice of Situation and Change of Registered Office [Section 77] duly completed.
- Form IX: Consent of Director to Act [Section 92] has been completed. e. Form X: List of Individuals Consenting to Serve as Directors [Section 92]
- Form XII: Particulars of the Directors, Manager, and Managing Agents, as well as any alterations [Section 115]
Evidence of Clearance of Name.
CERTIFICATE OF COMPANY FORM
– Following examination of the online application by the concerned dealing officer and deputy registrar, company registration may be approved, and the certificate, Form XII, and MOA AOA will be emailed to the applicant.
LICENSES
– Apply for and obtain an Individual Taxpayer Identification Number (online).
– Request and Acquire a Business License – VAT Registration
– Factory License (if applicable)
– Fire Permit (If Required)
Environmental Clearance (information required)
– IRC/ERC (as required)
– Any additional licenses required based on the nature of the business
A public company is a company that is permitted to issue registered securities to the general public through an initial public offering (IPO) and is traded on at least one stock exchange market. The issuance of a certificate of incorporation does not authorize a public company to immediately begin conducting business. To be eligible to operate as a public company, the business must obtain a trading certificate or certificate of commencement.
Major Statutes
Companies and Trade Organizations Act of 1994 (Amendment to the Companies Act of 1913).
Societies: 1860 Societies Registration Act
Partnership Firms: 1932 Partnership Act
Process of Merger/Amalgamation in Bangladesh:
In order to merge, the Board of Directors of both companies must adopt a special board resolution to amend the provisions of each company’s Memorandum of Incorporation to the extent necessary to merge and acquire each other.
An application in the form of a petition must then be lodged with the court in order to confirm the proposed change.
A plan of consolidation must be developed. The respective Boards of Directors of both companies are required to ratify the merger plan. The parties must then determine a date for the merger to occur. It is necessary to make additional arrangements for a non-mandatory audit of the company’s books.
The parties must then file a joint petition pursuant to section 228 of the Companies Act 1994 requesting court approval in the form of a merger order to sanction the merger arrangement and dissolve the diminishing company without winding it up.
If the court issues an amalgamation order regarding the transfer of property or liabilities, the property shall be transferred to and vest in the Surviving entity, and the liabilities shall be transferred to and become the liabilities of the Surviving entity.
Are you planning to register a private limited company in Bangladesh?
Company formation and registration at Tahmidur Rahman Remura: The Law Firm in Bangladesh:
The legal team of Tahmidur Rahman Remura Wahid, The Law Firm in Bangladesh : The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company in Bangladesh . For queries or legal assistance, please feel free to reach them at:
E-mail: [email protected]
Phone: +8801847220062 or +8801779127165
Address: House 410, Road 29, Mohakhali DOHS
