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Procedure 1

Procedure Name

Name Clearance Certificate for Company

Legal Basis of the Certificate

The Companies Act- 1994

Responsible Agency

Registrar of Joint Stock Companies and Firms (RJSC)

Process Step

Step 1: Applicant fills in the online application

Step 2: Opening an E-account an RJSC website

Step 3: Preliminary name search on RJSC website

Step 3: Makes a payment of fees to BRAC

Step 4: Submits the money receipt

Step 5 : Obtain the name clearance certificate

Required Documents

1. A print out of the name clearance certificate

2. Original copy of Money Receipt

Process Map

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Time

Less than one day (online procedure)

Fee

BDT 600.00 for each of the proposed names

BDT 100.00 for each time extension application

Contact

Head Office of RJSC:

TCB Bhaban, 1 Kawran Bazar, Dhaka-1215, Bangladesh

TEL: 8189401, 8189403, FAX: 8189402

Email: rjsc@roc.gov.bd Website: www.roc.gov.bd

Procedure 2

Procedure Name

Pay stamp duty at a Designated Bank

Responsible Agency

Designated Bank

Process Step

Step 1: Payment of stamp duty is made to the account of the Treasury at the BRAC Bank

Process Map

$Description: E:\Investment Procedures\nnn$

Required Document

No document is required

Time

1 day

Fee

BDT 3,000 for the Articles of Association + BDT 50 for a certified copy; and BDT 1,000 for the Memorandum of Association + BDT 50 for a certified copy

Contact

Designated Bank’s Branch Office

Procedure 3

Procedure Name

Register at Registrar of Joint Stock Companies and Firms (RJSC)

Legal Basis of the Registration

The Companies Act- 1994

Responsible Agency

Registrar of Joint Stock Companies and Firms (RJSC)

Process Step

Step 1: Preparing Memorandum of Association (MOA) and Articles of Association (AOA) as appropriate to the entity type

Step 2: Visiting RJSC website to apply for company registration

Step 3: Filling in Name Clearance Submission number and letter number

Step 4: Filling in the prescribed forms

Step 5: Attaching the MOA and AOA

Step 6: Submitting the Registration Application

Step 7: Depositing the required fee & receiving the payment slip form designated bank

Step 8: Uploading document in online

Step 9: Printing the uploaded documents and Submitting those documents & payment slip to RJSC office

Step 10: Receiving a Certificate of Incorporation from the RJSC Office

Process Map

$Description: E:\Investment Procedures\Raw Process Map\Regstration$

Required Document

1. Name clearance certificate

2. Memorandum and Articles of association

3. Filled in Form I: Declaration on Registration of Company

4. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein

5. Filled in Form IX: Consent of Director to act

6. Filled in Form X: List of Persons Consenting to be Directors

7. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein Evidence of Name Clearance

8. Proof of payment (i.e. receipt from the designated bank) for Treasury Stamps

9. TIN Certificate of all Directors

Time

Less than one day (online procedure)

Fee

Private Company (Companies Act, 1994)

Stamps

For affixing on the Memorandum of Association: BDT 500.00

For affixing on the Articles of Association:

For Authorized Capital (BDT)	Stamp (BDT)
Up to 10,00,000.00	2,000.0
> 10,00,000.00 up to 3,00,00,000.00	4,000.0
> 3,00,00,000.00	10,000.0

Registration fee

For filing 6 documents (5 filled in forms plus 1 memorandum & articles of association, @ BDT 200.00 per document): BDT 1,200.00

For the authorized share capital:

For Authorized Capital (BDT)	Fee (BDT)
Up to 20,000.00	360.00
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00	180.00
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00	45.00
Additional for every 10,000.00 or part after first 10,00,000.00 up to 50,00,000.00	24.00
Additional for every 1,00,000.00 or part after first 50,00,000.00	45.00

Contact

Head Office of RJSC:

TCB Bhaban, 1 Kawran Bazar, Dhaka-1215, Bangladesh

TEL: 8189401, 8189403, FAX: 8189402

Email: rjsc@roc.gov.bd , Website: www.roc.gov.bd

Procedure 4

Procedure Name

Make a company seal

Responsible Agency

Sealmaker

Process Step

Business founders can make a company seal at the Sealmaker for BDT 100-200

Required Document

No document is required

Time

2-4 hours

Fee

BDT 100-200

Contact

Any seal making shop

Procedure 5

Procedure Name

Obtain a Tax Identification Number (TIN) Certificate for Company

Legal Basis of the

Certificate

Income Tax Ordinance - 1984

Responsible Agency

National Board of Revenue (NBR)

Process Step

Online Process

Step 1: Applying to the NBR through e-TIN registration website (http://secure.incometax.gov.bd/TINHome)

Step 2: Filling out prescribed online form

Step: Receiving TIN Certificate

Manual Process

Step 1: Collecting prescribed application form from the NBR Zonal Office

Step 2: Submitting filled in application form to the Zonal Office

Step 3: Collecting the issuance receipt from the tax supervisor

Step 4: Obtaining a TIN Certificate

Required Document

1. Trade License

2. Certificate Of Incorporation

3. Memorandum of Articles

4. Partnership Agreement

5. Photograph of Chairman/Managing Director

6. Tin Certificate of All Directors

Time

Less than one day (online procedure), 2 working days for manual processing

Fee

No Charge

Contact

National Board of Revenue (NBR)

Segun Bagicha, Dhaka-1000

Phone: +88-02-9358223

Website: http://www.nbr-bd.org/

Procedure 6

Procedure Name

Open a Bank Account

Responsible Agency

Bank

Process Step

In order to register for VAT, the company must first open a bank account. Applicant will communicate to the concerned Bank to know detail procedures then apply to open a Bank account

Time

1 day (simultaneous with previous procedure)

Fee

Usually no charge

Contact

Entrepreneur can communicate with any any public or private bank

Procedure 7

Procedure Name

VAT Registration

Responsible Agency

National Board of Revenue (NBR)

Legal Basis of the

Registration

The Value Added Tax Act, 1991

Process Step

Step 1: Collecting prescribed application form from the NBR Zonal Office or NBR website

Step 2: Submitting filled in application form with supporting documents to the Zonal Office

Step 3: Verifying the documents by NBR officials

Step 4: Physical inspection of the business premises

Step 5: Obtaining a VAT Registration Certificate

Process Map

$Description: E:\Investment Procedures\Raw Process Map\VATn$

Required Document

1. Fill-up an application form

2. Enterprise Trade License.

3. Bank Solvency Certificate.

4. Owners 02 photograph

5. National ID/Passport copy of owners.

6. IRC/ERC if enterprise dong import and Export Business

7. Article & Memorandum of Association (if enterprise is Limited Company.)

8. TIN Certificate

9. Location map of Enterprise premises

10. Copy of BOI Registration

11. Deed of Agreement

Time

1-2 Working day

Fee

No Charge

Contact

National Board of Revenue (NBR)

Segun Bagicha, Dhaka-1000

Phone: +88-02-9358223

Website: http://www.nbr-bd.org/

Procedure 8

Procedure Name

Obtain a Trade License

Legal Basis of the License

1. Dhaka City Corporatin Ordinace - 1983

2. Municipal Taxation Rules – 1986

Responsible Agency

City Corporation/ Municipal Corporation/ Union Parishad

Process Step

Step 1: Collecting prescribed application form from the City Corporation/ Municipal Corporation/ Union Parishad’s Zonal Office or Website

Step 2: Submitting filled in application form with supporting documents to the converned section

Step 3: Inspection by the Licensing Supervisor

Step 4: Depositing required fees at the concerned office

Step 5: Obtaining Trade License form the City Corporation/ Municipal Corporation/ Union Parishad office

Process Map

$Description: E:\Investment Procedures\Raw Process Map\Trade License$

Required Document

1. Application Form

2. National ID Card of the Entrepreneur

3. Holding Tax Payment receipt

4. Recent Passport Size Picture of the Entrepreneur

5. Declaration of non –Judicial stamp to abide by the rules & regulation of City Corporation & Municipal Corporation

6. A certified copy of the memorandum and articles of association

7. A copy of the certificate of incorporation

8. Agreement of Parthership

9. Tax Identification Number certificate

10. A copy of the lease agreement of the registered office

11. Work Permit from Board of Investment

12. Statement of Bank Solvency

Time

7 days

Fee

Application Fee: BDT 10.00

License Fee: Ranges from BDT 1000-20000 which depends on the nature /type of the business (Informatin can be collected form City Corporation/ Municipal Corporation/ Union Parishad)

For Limited company, License fee is determined on the basis of paid up capital.

Contact

City Corporation, Municipal Corporation & Union Parishad Office

For Dhaka City

Dhaka South City Corporation (DSCC)

Nagar Bhaban, Fulbaria, Dhaka-1000

Phone:- +8802 9563504, +8802 9563506

Email: administrator@dhakacity.org

Website: http://www.dhakasouthcity.gov.bd/

Dhaka North City Corporation (DNCC)

Nagar Bhaban, House # 81, Gulshan, Dhaka 1212

Phone: +88-02-9896111

Fax: +88-02-9894391

Email: cro@dncc.gov.bd

Website: http://www.dncc.gov.bd

Procedure 9

Procedure Name

Registration with Board of Investment (BOI)

Legal Basis of the Registration

The Investment Board Act-1989

Responsible Agency

Board of Investment (BOI)

Process Step

Step 1: Collecting a local investment registration form from Registration & Investment Division of BOI

Step 2: Depositing the Registration fee, as per Fee schedule from any scheduled bank in favor of Executive Chairman and Member Secretary of BOI and collects a pay order/bank order

Step 3: Submitting filled in application form with supporting documents to the converned section

Step 4: BOI reviews the application and documents

Step 5: If the application is approved, then Regisrtation Certificate will be issued

Process Map

$Description: E:\Investment Procedures\Raw Process Map\BOI$

Required Document

1. Application in prescribed form duly filled in

2. Trade License

3. Certificate of Incorporatin along with Memorandum of Association (MOA) and Articles of Association (AOA) in case of company

4. Partnership Deeds

5. Deeds of the proposed land

6. If the total project cost exceeds BDT 100 million, then project profile

7. Background of the proprietors in officials letter head pad describing Name, Permanent and Mailing Address, Designation & Nationality)

8. Pay Order/Bank Order for applicable registration fee in favor of Executive Chairman and Member Secretary of BOI

9. TIN Certificate

Time

15-30 working days

Fee

Registration fee for local Investment		Registration fee for foreign Investment
Amount (BDT)	Required fee(BDT)	Amount (BDT)	Required fee(BDT)
Up to 1 Crore	5,000/-	Up to 10 Crore	5,000/-
10-25 Crore	10,000/-	10-25 Crore	10,000/-
25-50 Crore	25,000/-	25-50 Crore	25,000/-
50-100 Crore	50,000/-	50-100 Crore	50,000
Over 100 Crore	1,00,000/-