Company formation refers to the process of establishing a legal business entity. According to the Companies Act 1994, any person (foreign or local) above 18 years old can form or register a company in Bangladesh.

• Company Name: The name must be approved (cleared) before incorporation. • Directors: Minimum two directors are mandatory (local or foreign). Directors must be at least 18 years old, not bankrupt, and not convicted of malpractice. They must own qualification shares as per the Articles of Association. Corporate shareholders may appoint nominee directors.

• Shareholders: Minimum 2 and maximum 50. Can be natural persons or legal entities. 100% foreign ownership is allowed in most sectors. Shares are transferable post-incorporation. • Authorized Capital: The maximum share capital the company is authorized to issue, stated in the MOA/AOA. No minimum or maximum limit. • Paid-up Capital: Can be increased anytime after incorporation.

A local physical address is required for registration. It can be residential, commercial, factory address, or co-space address. Note that for Trade License, a commercial space is typically required.

• Bank Account: Must be opened in the proposed company name using the RJSC name clearance to remit initial paid-up capital (mandatory). • Presence: Formalities can generally be handled without visiting Bangladesh, subject to specific bank requirements. • Ownership: All directors and shareholders can be foreign nationals.

Obtain a name clearance via www.roc.gov.bd. After application and payment (BDT 575), the clearance is issued. An approved name is reserved for 1 month and can be extended. Ensure the name is not identical to existing companies, trademarked, or obscene.

Applicable for foreign shareholders: Open a bank account in the proposed company name with any scheduled bank. Remit the share capital from outside Bangladesh. The Bank issues an Encashment Certificate required by RJSC for incorporation.

Submit all information and documents (Form IX, Subscriber Page) on the RJSC website. Pay registration fees and stamp duty via the generated bank slip. RJSC officials verify the submission and, upon satisfaction, issue the digitally signed Certificate of Incorporation, MOA, AOA, and Form XII.

RJSC Issues: • Certificate of Incorporation (with registration number/date). • Form XII (Particulars of Directors). • Certified MOA and AOA. Operational Items Needed: • Share certificates, Registers, Common Seal, and Rubber Stamp.

After incorporation, manage a commercial space to apply for Trade License and Tax Identification Number (TIN). Other business licenses depend on activities. RJSC Filing: • Annual Return: AGM must be held each calendar year (first within 18 months). • Regular Return: Filed for changes in directors, shareholding, etc.

• How to incorporate? Follow the name clearance, banking, and RJSC submission process. • Cost? Determined by Authorized Capital and government fees. • Authority? The Registrar of Joint Stock Companies and Firms (RJSC) permits registration.