LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Company Registration in Bangladesh |

Overview of Company Registration in Bangladesh

One of the burgeoning centres for money, technology, and finance is Bangladesh. This nation is becoming known as not only one of the biggest centres for various sorts of investment but also one of the biggest exporters in the textile sector. Therefore, it would be reasonable to think about various investment options in the nation. In order to register a company in Bangladesh, a minimum amount of paid-up capital must be subscribed to the memorandum of association. Private limited firms make up the majority of businesses established in the nation.

Overview

In many industries of Bangladesh, foreign investment is permitted to an extent of almost 100%. There are, however, only a few industries that demand government authorization in advance. Such investments would comprise both international both foreign and domestic investment. Businesses are free to buy any kind of property in their own names. The corporation would receive several tax incentives thanks to this.

Advantages of Company Registration

The advantages of registering a business in Bangladesh are-
Growth-oriented economy- Bangladesh's performance has improved over time in comparison to other South Asian nations. It is growing at a consistent 6% annual rate. The combined efforts of numerous industries are to blame for this.
Overseas investment- In the majority of industries, 100% foreign investment is permitted. This makes operating conditions for international businesses fairly liberal. Even in terms of ownership, overseas investors are granted authority over the business.
Relocation is permitted- Any earnings made in Bangladesh may be transferred back to the place of origin.
No Minimum Investment Necessary- In Bangladesh, a variety of structures are used for the registration of businesses. There is, however, no demand for any kind of minimum capital.
Tax Breaks for Entrepreneurs- For different sorts of business owners, there are various tax exemptions available. These tax exemptions would cover loan interest, a certain amount of capital gains tax on certain sectors, and compensation for performing overseas services in certain areas.

Different Business Types in Bangladesh

Before beginning the process of company registration in Bangladesh, the applicant must select the proper company structure. In Bangladesh, the following structures exist:
Private Limited Company- In a private limited corporation, the members' contributions to the capital subscription cap the firm's liabilities. A private limited business has a foreign ownership percentage of 100%. However, this type of corporation must have USD 1 in minimum paid-up capital. This corporation can be used for various kinds of activity because it has limited liability. The minimum number of members or shareholders needed to form this type of company is two.
Public Limited Company- It's important to distinguish between a public limited business and a private limited company. A stock exchange is often where a public limited company's shares are registered. Shares of this type may be exchanged openly. At the least It takes seven stockholders to establish this kind of business. In Bangladesh, a public limited company must have a minimum share capital of USD 1 to be registered. This corporation can be used for various kinds of activity because it has limited liability.
Subsidiary Company- A subsidiary company is a business that a parent firm has control over. Two people must be a subsidiary company's minimum number of shareholders or members, and it must have US$1 in capital. Only 51 to 100 percent of a subsidiary business's foreign investment may come from outside the parent company.
Branch Office (Foreign Owned)- If a foreign business wants to launch operations in Bangladesh, it can apply for a satellite office. This is an additional method of registering a company in Bangladesh. There is no set minimum amount of capital needed to launch a branch office in Bangladesh. In addition, there is no necessity for a minimum number of members to be present in the firm. Since the foreign parent firm controls the business, 100% foreign direct investment is permitted.
Representative Office (Foreign Owned)- Typically, this kind of organization would handle marketing or R&D tasks for the main office. A liaison office is another name for a representative office. For opening a representative office in Bangladesh, there is no set minimum capital need. In addition, there is no requirement that a minimum number of members be present in the company.

Requirements for registering a company in Bangladesh

The following qualifying requirements must be met in order to register a corporation in Bangladesh-
Structure Type- The applicant for business registration in Bangladesh must select a suitable structure for the company. The applicant must carefully weigh all the benefits and drawbacks.
Lowest Capital- Typically, $1 in capital is needed to subscribe to a company's memorandum of organization if it is registered in Bangladesh. Both private and public businesses would be affected by this. However, a payment of USD 50,000 is required if the applicant want to employ a foreign worker or employee.
Number of shareholders- Before starting a business, the necessary The appointment of shareholders is required. There must be two appointed shareholders for a private limited business and seven appointed shareholders for a public limited corporation.

Bangladeshi Regulatory Body for Company Registration

The Registrar of Companies Bangladesh is the principal regulatory body in charge of company registration in Bangladesh. The Companies Act of 1994 is the law in Bangladesh that governs businesses.

Pre-requisites for registering a company in Bangladesh

When incorporating a company in Bangladesh, the following procedures must be taken into account-

The company's name- The use of the company name must be authorized prior to a company being incorporated in Bangladesh.
Directors- According to the Companies Act of 1994, directors must have a minimum of two board members for a business. A private limited firm must meet this condition. The minimum number of directors required for a public limited company is higher. The directors must be older than 18 and cannot be insolvent or have any criminal convictions.
Shareholders at a minimum- A Bangladeshi corporation must have a minimum number of shareholders in order to be registered. There must be a minimum of two stockholders present. There can be a maximum of 50 stockholders. The same person or entity may serve as both the director and the shareholder. The ability of a shareholder to own 100% of the company is permitted.
Capital need that has been authorized- It is necessary to state how much capital was contributed to the Memorandum of Association and Articles of Association. No minimum capital is required. The stockholders might receive some of the funds. However, a remittance of USD 50,000 must be declared in the company's authorized capital if the applicant wishes to engage a foreign worker or employee.
Paid-Up Capital- A Bangladeshi company must have 1 Taka in paid-up capital to be incorporated, and a foreign-owned company must have USD 50,000. This would be regarded as the company's share capital, which is expandable.
Registered office- When the company is first incorporated, it must have a registered office. There must be a physical address for this.

How to Register a Company in Bangladesh

In Bangladesh, the following process must be taken into account while registering a company-

Name Clarification- The candidate must first get name clearance. The applicant must go to the webpage below to apply for this. For the name clearance process, a bank slip and 600 Taka must be deposited along with the payment. The RJSC website will issue an official clearance once the payment has been made.

Business Bank Account- Only if the business is a foreign corporation registered in Bangladesh would this step be necessary. For this phase, the company's shareholding would be taken into account. An inbound payment of USD 50,000 must be made if the business or applicant intends to hire a foreign worker. Following completion of this process, the bank would provide an encashment certificate. This kind of certificate would be required for incorporation by the RJSC.

Business Registration- The procedure of registering a company in Bangladesh is completed with this last step. On the RJSC website, all the information must be submitted electronically. The bank slip with the needed payment must also be sent together with this information. The cost of the stamp duty must also be taken into account. The RJSC will examine the documents after the aforementioned procedure is complete. The certificate of incorporation would be provided if there were no problems with the company registration in Bangladesh.

Prerequisites for Post-Registration

The RJSC would offer the incorporation certificate. Additionally, the MOA and AOA would also be offered.
You must submit Form XII. This is a list of the directors.
In addition, the business must submit applications for a trade license, a VAT registration, and other types of registrations.
Following the conclusion of the registration process, the MOA and AOA would be issued.
Import registration certificates or export registration certificates must be obtained if the company conducts any import- or export-related business.
Within 18 months of establishment, the company must hold its annual meeting. The next gathering won't happen for more than 15 months after this one.
In addition to the aforementioned, the corporation must file regular returns.

Documents needed for Bangladeshi Company Registration

The aforementioned papers must be submitted in order to start a company in Bangladesh-

From the RJSC Memorandum of Association (MOA) and Articles of Association, a Name Clearance Certificate (AOA)
The phrase pertaining to the corporation must be approximately 450 words long, according RJSC.
The objects clause-related Schedules must all be completed.
Information on Form IX must be completed in full.
Information about subscribers and directors must also be included.
Information about the business's TIN's registered address (Taxation Identification Numbers)
Information on the shareholders: If the shareholder is a foreign national, their passports must be given.

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FAQs

Concept of LLP

LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Structure of LLP

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

Advantages of LLP

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

Other Countries where this form is available

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.

Difference between LLP & ‘Traditional Partnership’

Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct

Difference between LLP & Company

A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
The management-ownership divide inherent in a company is not there in a limited liability partnership.
LLP will have more flexibility as compared to a company.
LLP will have lesser compliance requirements as compared to a company.

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Overview Advantages of Company Registration Different Business Types in Bangladesh Requirements for registering a company in Bangladesh Bangladeshi Regulatory Body for Company Registration Pre-requisites for registering a company in Bangladesh How to Register a Company in Bangladesh Prerequisites for Post-Registration Documents needed for Bangladeshi Company Registration How to contact Estabizz for Bangladeshi Company Registration?FAQs Blog

Overview of Company Registration in Bangladesh

Overview

Advantages of Company Registration

Different Business Types in Bangladesh

Requirements for registering a company in Bangladesh

Bangladeshi Regulatory Body for Company Registration

The Registrar of Companies Bangladesh is the principal regulatory body in charge of company registration in Bangladesh. The Companies Act of 1994 is the law in Bangladesh that governs businesses.

Pre-requisites for registering a company in Bangladesh

How to Register a Company in Bangladesh

Prerequisites for Post-Registration

Documents needed for Bangladeshi Company Registration

How to contact Estabizz for Bangladeshi Company Registration?

Fill the form. Get a call back. Submit the required documents. Track the progress of your application. Get the expected results.

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