Public Company Registration in Bangladesh: Requirements, Process and Common Reasons for Rejection

Establishing a public company in Bangladesh begins with incorporation under the Companies Act, 1994. While the Act provides the legal framework governing incorporation, the Registrar of Joint Stock Companies and Firms (RJSC) is the first point of contact for initiating the registration process.

RJSC is the government authority responsible for registering and maintaining records of companies and certain other entities, including partnership firms, societies and trade organisations. Once the incorporation requirements have been satisfied, RJSC issues a <strong>Certificate of Incorporation</strong>, formally confirming the company’s incorporation under the Companies Act, 1994.

Although the registration process is generally straightforward, careful preparation is essential. Errors in the proposed company name, inconsistencies in the incorporation documents, incomplete information, or missing supporting documents may result in an application being queried, delayed or rejected.

Requirements for Forming a Public Company

Before starting the registration process, a proposed public company must meet certain basic legal requirements.

1. Minimum Number of Shareholders: At least seven or more shareholders;
2. Minimum Number of Directors: At least three directors;
3. Type of Company: A public company may be incorporated as a company limited by shares, a company limited by guarantee, or an unlimited company;
4. Company Name: The name must end with “PLC” or Public Limited Company;
5. Company Constitution: The company must prepare a Memorandum of Association (MoA) and Articles of Association (AoA). These documents establish the company’s basic structure and provide the framework for its internal management; and
6. Regulatory Requirements: Depending on the nature of the proposed business, the company may also need to comply with requirements imposed by the Bangladesh Securities and Exchange Commission (BSEC) or another relevant regulatory authority.

Documents Required for Public Company Registration

The exact documents may vary depending on the company’s proposed business activities, ownership structure, shareholders, directors and source of investment. The principal incorporation documents may include:

1. Name Clearance Certificate;
2. Memorandum of Association (MoA);
3. Articles of Association (AoA);
4. Form I – Declaration of Registration of the Company;
5. Form IX – Consent of Director to Act;
6. Form XII – Particulars of the Directors and Managers;
7. Details of the shareholders and their respective shareholdings;
8. National Identity Card (NID) copies for Bangladeshi shareholders and directors, or passport copies for foreign nationals;
9. Relevant bank certificate or encashment certificate, where applicable;
10. Proof of the company’s registered office address; and
11. Any licence, clearance or regulatory approval required for the proposed business.

Step-by-Step RJSC Registration Process

1. Obtaining Name Clearance

Name Clearance is a prerequisite for registering any new entity, other than a foreign company or partnership firm.

Applicants can apply through the RJSC online portal (roc.gov.bd), search the existing database to confirm whether the proposed name is available, and submit a few alternative names along with the prescribed fee to the RJSC Office.

The applicant can perform the name search themself, submit the name clearance application, pay the certificate fee through a scheduled bank, and typically collect the Name Clearance Certificate. The proposed name should not be identical to, or closely resemble, an existing, reserved or previously approved name. Once approved, the clearance is valid for 30 days, which may be extended to 60 days and thereafter to 90 days. The approved name must be registered within the validity period.

2. Preparing the MoA and AoA

The MoA sets out the company’s fundamental matters, including its objects and share capital, while the AoA contains the rules governing its internal management. Together, they form the company’s constitutional documents and should accurately reflect its proposed business, ownership and management structure.

3. Preparing Forms and Paying the Fees

It is necessary that the applicant completes the prescribed forms, including Forms I, IX and XII, and prepares the supporting documents. The applicable registration fees and stamp duty must also be paid in accordance with the current RJSC fee schedule, which can be calculated using the RJSC Fee Calculator on the official portal.

4. Completing Foreign Investment Formalities

Where foreign shareholders are involved, the share subscription money must be brought into Bangladesh through the formal banking channel. A temporary Non-Resident Taka Account (NRTA) may be opened in the name of the proposed company to receive the inward remittance. The concerned bank issues an encashment certificate evidencing the foreign currency remitted, and a copy of the certificate is submitted to RJSC as part of the incorporation process.

Additional requirements may apply depending on the nature of the investment and the proposed business, including requirements relating to BIDA, Bangladesh Bank or the relevant sector regulator.

5. Submitting the Application Online

The applicant can log into the RJSC e-Service System, select the company type, and enter their name clearance submission number and letter number to link the application. From there, the applicant can upload Form IX, Form XII, and the signed MoA and AoA to the RJSC Online Portal and pay the government registration fees along with the stamp duty.

6. RJSC Review and Certificate of Incorporation

RJSC reviews the application and may raise a query if information or documents are incomplete or inconsistent. Once the requirements are satisfied, RJSC issues the Certificate of Incorporation.

7. Post-Registration Compliance

Following the registration process, the company should obtain a trade license, a Tax Identification Number, VAT/BIN registration, and BIDA registration, where applicable. It must also hold its Annual General Meeting within 18 months of incorporation and notify RJSC of any changes in shareholding, directorship, or other particulars within the prescribed period.

Disclaimer: The entire incorporation process typically takes two weeks, depending on document accuracy and payment confirmation.

Common Reasons for Delay or Rejection

RJSC applications may be delayed, queried or rejected for a number of reasons, including:

1. Name Issues: The proposed name is identical or too similar to an existing name, reserved or approved name.
2. Restricted or Unauthorised Words: Use of restricted, misleading, or unauthorised words, such as “UN,” “Government,” or “State,” as part of the company name, without explicit authorisation, are automatically rejected.
3. Incomplete or Inconsistent Documents: If the MoA, AoA or prescribed forms contain errors or inconsistencies, including missing signatures, incorrect shareholding details or director information that do not match NID or passport records, it may trigger RJSC queries or outright rejection of the application.
4. Foreign Investment Documentation: Where foreign shareholders are involved, failure to properly remit share subscription funds through a required banking channel or to provide the encashment certificate may delay the incorporation process. Additional BIDA or other regulatory requirements may also apply, depending on the nature of the investment and business.

Conclusion

Public company registration with RJSC in Bangladesh is generally a straightforward process, but careful preparation and accuracy at every stage are essential. From name clearance and preparation of the constitutional documents to submission of the prescribed forms, even minor inconsistencies can result in queries and unnecessary delays.

Ensuring that the company’s name, shareholding structure, shareholder and director information, and supporting documents are complete and consistent before submission can significantly reduce the risk of delays. Getting the incorporation process right from the outset not only helps the company obtain its Certificate of Incorporation efficiently but also lays the foundation for smooth corporate compliance and operations going forward.

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