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How to Get Incorporation Certificate for Private Ltd Company?

"Incorporation Certificate" is a mandatory certificate for Private Limited Company. Its recognized by government RJSC (Registration of Joint Stock Corporation). The companies act 1994 does not provide the step by step procedure on how to set up a company rather deals with statutory requirement of company incorporation. 

Why Necessity of Incorporation Certificate?
Every Private Limited Company's essential Incorporation Certificate for gain business capacity. We can not business properly without incorporation certificate. If we want to proceed other companies requirement papers we must be collect incorporation certificate.

How to Get "Incorporation Certificate" ?
So, for this above matter we understand that its necessary for business platform. Now below I described step by step by step how to proceed "Incorporation Certificate''.

Step: 01
Obtain name clearance or incorporation of a private limited company in Bangladesh.
Application for name clearance to RJSC along with the following information.

a) Application Form:
b) Proposed Name:

Step: 02
Documentation or Incorporation of a private limited company in Bangladesh.
a) Drafting of memorandum of articles and articles of association and other required document.
b) Directors resolution to oepn a new company in Bangladesh.
c) Obtaining and filling up the following forms for registrations to the company to RJSC.
d) Form I : Declaration on registration of company.
e) Form VI : Notice of situation of registered office office.
f)  Form IX : Consent of director to act.
g) Form X : List of persons consenting to be directors.
h) Form XII : Particulars of the directors, manager & managing agents.  

Step: 03
Formalities related with bank account  or incorporation of a private limited company in Bangladesh.

a) Directors shall open a temporary bank account in the name of the proposed company with any scheduled bank with the condition that the account shall be regularized once the company is duly registered with company.
b) Capital contribution into the bank account.
c) Encasement certificate from the bank which expresses that the sum required for capital contribution has been duly dispatched in the temporary bank account of the proposed organization.

Step: 04
Submission of Documents to RJSC.
Application to RJSC along with the documents executed as listed above. Post registration compliance for a private company by shares.

a) Trade License [ The companies have to obtain trade license from the relevant city corporation. The proposed company required to file its application at the nearest city corporation along with relevant documents and appropriate fees.]
b) Tax Identification Number (TIN). [ A company has to obtain E-TIN from the rocommended website of national board of revenue (NBR).
c) Vat Registration Certificate (VAT) [ Which will be proceed by NBR website. At the present time will collect E-BIN or Electric VAT from NBR.
d) Fire Certificate. [ A Fire Certificate is provide by the Bangladesh Fire Service and Civil Defense Authority.
e) Environment Clarence Certificate. [Environment clearance certificate need for industrial project.]
Special Case (Investment in kind etc)
The concept of "Investment Kind" is not detailed under companies act 1994. However in practice significant investment is made by investing in machineres and other equipment in a company by shareholder or proposed shareholder in company. 

Although CA 1994 does not govern the procedure the following steps are followed while carrying out such investment in kind.
  • The concerned company has to be duly registered with RJSC.
  • The concerned investors have to fill up the relevant Forms.
  • The concerned investors are required to have a endorsers agreement between them.
  • The filed up form and the vendors agreement have to be filed with RJSC.
  • The RJSC will then record the investment and monitor whether the proper procedure has been duly followed.
How Much Time is Required for incorporation Certificate?
  • RJSC generally provides certificate of incorporation within 6-8 working days.
  • It usually takes 2-3 weeks to register a company from the date of submitting all the documents to RJSC.
  • Once the name clearance is obtained remains valid for 6 months.
  • Generally 3 working days required for name clearance.
How Much Fees Required for Incorporation Certificate ?
For authorized capital incorporation certificate fees shall be BDT 1000.


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