Legal Practice

Company Registration & RJSC Incorporation

<p>End-to-end formation of Private Limited Companies, One Person Companies (OPC), Public Companies, and Foreign Branch/Liaison offices under the Companies Act 1994.</p>

Scope of Legal Practice & Representation

Establishing a corporate legal entity in Bangladesh requires strategic planning regarding share capital, governance rights, and statutory compliance. ZCA LEGAL guides local entrepreneurs, multinational enterprises, and startups through incorporation under the Companies Act 1994 and the Registrar of Joint Stock Companies and Firms (RJSC).

Types of Corporate Entities Formed

  • Private Limited Company: The most prevalent corporate vehicle, offering limited liability, flexible capital structures, and multi-director governance (2 to 50 shareholders).
  • One Person Company (OPC): Formed under the Companies (Second Amendment) Act 2020 for individual business founders seeking corporate personality without co-directors.
  • Public Limited Company: Capital-intensive business structures suited for institutional syndication, eventual stock exchange listing (IPO), or large-scale joint ventures.
  • Foreign Branch & Liaison Offices: Incorporating local entities under BIDA permissions for foreign parent corporations operating in Bangladesh.
  • Non-Profit Section 28 Company: Formed for promoting commerce, art, science, charity, or social welfare without paying dividends to members.

Comprehensive Secretarial & Regulatory Support

  • RJSC Name Clearance verification and application.
  • Bespoke drafting of Memorandum of Association (MOA) and Articles of Association (AOA) with tailored voting, pre-emption, and director appointment covenants.
  • Digital filing, government registration fee computation, and treasury stamp duty processing.
  • Procuring Certificate of Incorporation, certified Form XII (Particulars of Directors), and Form X (List of Members).
  • Post-incorporation licensing: e-TIN, Trade License, VAT Registration (BIN), Import/Export Registration Certificates (IRC/ERC), and commercial bank account opening.

Step-by-Step Legal Procedure

1
Preliminary Consultation & Fact Assessment Evaluating client business model, relevant laws, and drafting roadmap.
2
Document Vetting & Statutory Drafting Preparing customized agreements, petitions, affidavits, and board resolutions.
3
Regulatory Filing & Hearings Submitting to RJSC / High Court / NBR / BIDA and conducting judicial hearings.
4
Certified Execution & Compliance Delivering certified licenses, court orders, and ongoing retainer support.

Required Documentation Checklist

National ID / Passport copy of directors or applicants
Registered commercial office tenancy agreement & utility bill
Trade License, e-TIN, and relevant sector permits
Draft agreements, bank return memos, or existing correspondence