Starting a Business in Bangladesh
There are seven procedures for starting a business in Bangladesh. Listed below is a detailed summary of the bureaucratic and legal hurdles an entrepreneur must overcome in order to incorporate and register a new firm, along with their associated time and set-up costs.
It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy’s per-capita gross national income (GNI).
Procedure No.1
Verify online the uniqueness of the proposed company name with the Register of Joint Stock Companies and Firms
The application for the name clearance of the company is now done on-line. There is no need anymore to provide an application on plain paper with a promoters’ resolution proposing the corporate names. The proposed name needs to be sent on-line and clearance certificate is provided via e-mail by the Deputy Register (Name Clearance), Registrar of Joint Stock Companies and Firms (RJSC). A print out of the name clearance certificate is to be submitted to the RJSC along with the other documents and forms required for the incorporation of the country.
Time to Complete: 1 day
Associated Costs: BDT 100
Procedure No.2
Pay adhesive stamp fees at a designated bank
Until recently, a special adhesive stamp of value was affixed to the memorandum of association regardless of the company’s authorized capital. Provision of Pay order in lieu of stamp was passed on 20 January 2010 (SRO# 21-Law) under The Stamp Duty (Additional Modes of Payment Act 1974). Applicants do not need anymore to buy physical special adhesive stamps. Payment can be made to the designated bank accounts of the Treasury. Previously all the fees were supposed to be deposited only in selected branches of Sonali Bank. RJSC has now allowed one of the leading private sector banks with extensive national coverage- the BRAC Bank- to collect fees.
For an authorized capital of between BDT 100,000 to BDT 1,000,000 the adhesive stamps of total value BDT 2000 is required – BDT 500 is required for the memorandum of association and BDT 1500 for the articles of association.
Time to Complete: 1 day
Associated Costs: BDT 2000
Procedure No.3
File documents with the Registrar of Joint Stock Companies and Firms for registration
For filing the memorandum and articles of association, the company pays fees based on the company’s authorized capital. For a company with a capital of BDT 318320, the cost is BDT 4125 (BDT 2925 registration fees + 1200 registration filing fees). The fees are paid at the designated banks.
The following documents are submitted to the registrar: a. Name clearance certificate; b. Memorandum of association; c. articles of association; d. forms I, VI, IX, X, and XII; e. proof of payment (i.e. receipt from the designated bank) for Treasury Stamps; f. encashment certificate (for nonresident subscribers); and g. tax identification number (for resident subscribers).
Time to Complete: 1 day
Associated Costs: BDT 2925 registration fees + 1200 registration filing fees
Procedure No.4
Make a company seals
Time to Complete: 1 day
Associated Costs: BDT 30-50
Procedure No.5
Register with the tax authority
To commerce business, every company must register itself with the appropriate taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and procure a tax identification number for the new company.
Time to Complete: 9 days
Associated Costs: no charge
Procedure No.6
Register for VAT
For VAT purposes, companies may be registered separately with the Customs, Excise, and VAT Commission (under the NBR. The various VATs incurred while operating the business will be regulated by the area NBR Customs Department and VAT and Excise Department.
Time to Complete: 7 days
Associated Costs: no charge
Procedure No.7
Obtain a trade license
Companies may obtain a trade license from the City Corporation. The trade license application must be accompanied by the following documents: 1) a certified copy of the company’s articles and memorandum of association, 2) a copy of the certificate of incorporation, 3) the company’s statement of bank solvency, 4) the company’s tax identification number certificate, 5) a copy of the rent agreement for the company’s office, 6) three photographs (copies) and 7) particulars of the person in charge of the main corporate functions.
Time to Complete: 6 days
Associated Costs: BDT 5,000
Posted by aab@bd 
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