Procedure to form/register a company (Public, Private) and other formalities after registration under the Companies Act, 1994.

STEP: 1 PRELEMINARY NAME SEARCH

The promoters may primarily select the name of their proposed company through searching the list of companies by the use of http://www.roc.gov.bd/search.asp web site address. This can be done if your computer is connected with net. If the name searched by you is not on the list, you have a fair chance to get the name clearance. It is because if the name is in anyway similar to any other name or is found to be a name, which can be used by any public entity, only then you can not get the clearance for such a name even if it does not exist on the list.

STEP: 2 DEED OF SETTLEMENT/MINUTES OF THE FIRST MEETING

The deed of settlement/minutes of the first meeting of the promoters may be prepared in plain paper and to be signed by all of them and amongst others it must contain the name, address and occupation with the proposed company who will apply for the clearance of name.

STEP: 3 APPLICATIONS FOR NAME CLEARANCE

When the promoters will desire to form a company, at first they will have to select its name will apply to the register for the same in a plain paper with a fee of Tk. 100/-for each name along with the properly executed deed of settlement or the minutes of their first meeting.

An applicant can submit application for more then one name up to any number of names.i.e., if you are submitting a choice of 3(three) numbers but to select only one name ultimately, you will have to deposit Tk. 300/- @ Tk. 100/- per name.

STEP: 4 THE MEMOBANDUM AND ARTICLES OF ASSOCIATION

After obtaining the name clearance the promoters shall prepare and print the memorandum and articles of association, which shall be signed by them before at least two witnesses.

Two lawyers verify the Memorandum and Articles of Association

STEP: 5 ADHESIVE STAMPS

The promoters shall collect the necessary special adhesive stamp on the basis of authorized share capital of the proposed company from treasury by depositing the money through treasury channel in the Bangladesh Bank and will affix the same on the printed Memorandum and Article of Association of the company.

For the purpose of registration of a company the special adhesive stamp worth Tk. 500/- to be affixed on the Memorandum of Association irrespective of authorizes capital and stamp worth Tk. 1,500/-, 4,000/- and 10,000/- to be affixed on the Article of Association for the authorized capital of Tk. 10,00,000/-, Tk. 3,00,00,000/- and above Tk. 3,00,00,000/- up to any amount respectively. \

STEP: 6 FILING OF MEMORANDUM AND ARTICLES OF ASSOCIATION PAPERS AND DOCUMENTS

Three copies of memorandum and articles of association including the original one on which the special adhesive stamp is affixed along with duly filled in form I, VI, IX, X and XII, the clearance of name and the copy of treasury channel relating to the collection of adhesive stamp to be filed in the case of a private company and in the case of a public company a statement in lieu of prospectus (Schedule-4), the declaration commencement of business (Form-XIV) and (Form-XI) as and when necessary to be filed by the promoters in addition to the Memorandum and Articles of Association, papers and documents as mentioned above.

TIN certificates of promoter Directors required if they are Bangladesh nationals.

At the time of filing of Memorandum and Articles of Association papers and documents, the promoters will pay fees based on authorized capital of the company as prescribed for the time being in schedule- 2 of the companies Act, 1994.

  STEP: 7

Make a company seal

STEP: 8

  Register with the tax authority

Comment:

Every company in order to commence business must registrar itself with the concerned taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and procure a TIN No. (Taxpayer's Identification No.) for the new company.

STEP: 9

Register for VAT

Comment:

Separate registration for the purpose of Value Added Tax may be obtained from the Customs, Excise and VAT Commission under NBR. The various Value Added Taxes (VAT) incurred while operating will be regulated by the zonal “Customs, Excise and VAT Commission”.

STEP 10

Obtain a trade license

Comment: