Incorporating a Limited Company
Business in Bangladesh may be carried on by a company formed and incorporated locally or by a company incorporated abroad but registered in Bangladesh. The incorporation or registration is done by the Registrar of Joint Stock Companies and Firms (Link, if any) under the provisions of the Company’s Act 1994 (Link, if any). Companies could be classified in following categories:
- Limited Companies:
a. Company Limited by Shares
i. Public Limited Company and
ii. Private Limited Company
b. Company Limited by Guarantees.
- Unlimited Companies
Unlimited companies and companies limited by guarantees may or may not have share capital.
Private Limited Company :
- Restricts the rights to transfer the shares,
- Limits the number of its members to minimum 2 and maximum 50 excluding the persons employed in the company
- Prohibits any invitation to the public to subscribe for the shares or debentures of the company and
- Entitles to commence business from the date of its incorporation.
Public Limited Company :
On the other hand a public limited company: - May issue invitation to the members of the public to subscribe the shares and debentures of the company through a prospectus which complies with the requirements of the Companies’ Act 1994 and the Securities and Exchange Commission Act 1993 as amended from time to time.
- Has minimum 7 members but there is no maximum limit.
- Have at least 3 Directors.
- May a private company converted into a public company.
Necessary forms for incorporation and registration are available with the Office of the Registrar of Joint Stock Companies and Firms. Nominal fees are charged for registering the memorandum and articles of Association.
The detailed procedure can be found in the following link
