Business Process: Registration

Business Process: Registration

The promoters of a new entity (having name clearance, where applicable) apply for registration with necessary documents, prescribed forms & schedules and fees, as appropriate to the entity type. The promoters –

1. Prepare Memorandum/Articles of Association as appropriate to the entity type.
2. Submit the registration application through website.
3. Pay the registration fee at the designated Bank.

RJSC issues a ‘Certificate of Incorporation’ upon satisfaction that the promoters-

1. Obtained name clearance of the proposed entity (not applicable for Foreign Companies and Partnership Firms) prior to the registration application.
2. Submitted the registration application within the validity period of the name clearance (not applicable for Foreign Companies and Partnership Firms).
3. Prepared and submitted the Memorandum & Articles of Association, prescribed forms and schedules etc., as applicable.
4. Provided applicable fees.

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Preparation and process of filing a Registration Application-
PRIVATE AND PUBLIC COMPANY (Companies Act, 1994)
a. Go to : http://www.roc.gov.bd:7781/
b. Click on “Apply for Registration”.
c. Select Entity Type.
d. Fill NC application no. and NC Letter no. (Foreign Company select office) and then click “Continue” button to get registration application page.
e. Fill up the prescribed forms properly.
f. Enter data as appropiate for your entity in prescribed format of Memorandum of Association (MOA).
g. Enter data as appropiate for your entity in prescribed format of Articles of Association (AOA).
h. Check, edit (if required) and confirm the MOA and the AOA by viewing your entered information
i. Finally Submit the page and click ‘continue’ to get payment instruction.

Documents Constituting a Registration Application

PRIVATE COMPANY (Companies Act, 1994)
a. Memorandum & Articles of Association, original + 2 copies
b.Filled in Form I: Declaration on Registration of Company [Section 25].
c.Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
d.Filled in Form IX: Consent of Director to act [Section 92].
e.Filled in Form X: List of Persons Consenting to be Directors [Section 92]
f.Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
g.Evidence of Name Clearance.
h.Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

PUBLIC COMPANY (Companies Act, 1994)
a.Memorandum & Articles of Association, original + 2 copies
b.Filled in Form I: Declaration on Registration of Company [Section 25].
c.Filled in Form VI: Notice of situation of Registered Office and of any change therein [Section 77].
d.Filled in Form IX: Consents of Directors to Act [Section 92].
e.Filled in Form X: List of Persons Consenting to be Directors [Section 92].
f.Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein [Section 115].
g.Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
h.Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
i.Evidence of Name Clearance
j.Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

FOREIGN COMPANY (Companies Act, 1994)
a. Filled in Form XXXVI – Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the   Constitution of the Company.
b. Filled in Form XXXVII- Notice of the Address of the Registered or Principal Office of the Company.
c. Filled in Form XXXVIII – List of Directors and Managers [Section 379].
d. Filled in Form XXXIX- Return of Persons Authorized to Accept Service [Section 379].
e. Filled in form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
f. Encashment Certificate Obtained From any Scheduled Bank.
g. Permission from Board of Investment of Bangladesh.

TRADE ORGANIZATION (Companies Act, 1994)
a. Memorandum and Articles of Association, original + 2 copies.
b. Filled in Form I: Declaration on Registration of Company [Section 25].
c. Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
d. Filled in Form IX: Consent of Director to act [Section 92].
e. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
f. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
g. Government License (Trade License from the Ministry of Commerce).
h. Evidence of Name Clearance.
SOCIETY (Societies Registration Act, 1860)
a. Memorandum of Association
b. Evidence of Name Clearance.

PARTNERSHIP FIRM (Partnership Act, 1932)
a. Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
b. Deed of Agreement on Partnership.
Source: www.roc.gov.bd

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