upholding image of Company Secretaries in Bangladesh

 
FAQ    
Promoter's speech
CS in Bangladesh
CS Directory
CS Job offers
CS Worldwide
CS Institutes
CS supporting Law Firms
Laws of Bangladesh
Tax & VAT law info
Latest News
Corporate Information
Sample Documents
Training info
Corporate Services

ad-bk1.png

ad-bk2.png

ad-bk3.png
 
  1. Which is the appropriate authority to form a private limited company in BD?
  2. Ans :   Registrar of Joint Stock Companies & Firms, TCB Bhaban, Krawn Bazar, Dhaka, 6th floor.
     

  3. What are the process to form a company ?
  4. Ans :  

    1. Name Clearance (online)
    2. Deposit of  fee at Bank
    3. Preparation & submission of relevant documents
    4. deposit of prescribed fees to bank
    5. receiving of certified copies

  5. How we can get prescribed fees of RJSC ?
  6. Ans :   you can visit www.roc.gov.bd:7781 to get the prescribed fees.

  7. Which Forms requires to submit while forming a new company ?
  8. Ans :   FORM I, VI, IX, X & XII, you will get format of which in the RJSC web site.

  9.  How I can get User number for using RJSC web ?
  10. Ans :  You have to visit  www.roc.gov.bd:7781 and to follow the steps mentioned therein.

  11. Should I go to RJSC for any work or possible to complete online ? 
  12. Ans :  You need not to go to RJSC office and you will be able to do the whole work through online.

  13. Should I engage any broker/mediator to complete RJSC works ? 
  14. Ans :   No, if you follow online instruction at RJSC web, you need not to engage any broker/mediator.

  15. How can I be a Company Secretary ?
  16. Ans :  You can visit most relevant web site of the post, namely www.icsb.edu.bd to get proper guideline and conception.

  17. What is future of the post `Company Secretary’ in Bangladesh ?
  18. Ans :   The post `Company Secretary’ has ample scope of exploration in Bangladesh in  near future because recently the post has been adopted by an Act of Parliament. Accordingly BSEC has already corrected their laws to make mandatory the appoint of a Company Secretary in each listed companies.
     

  19. What do you mean by a `Listed company’ ?
  20. Ans :  Listed company means a company which floated shares publicly and enlisted either in DSE or CSE.    
     

  21. Minimum how many shareholders required to form a private limited company ?
  22. Ans :  Minimum 2(two) shareholders required.
     

  23. Minimum how many shareholders required to form a public limited company ?
  24. Ans :  Minimum 7(seven) shareholders required.

  25. Minimum how many Directors can be appointed in a private limited company ?
  26. Ans :  Minimum 2 Directors may be appointed.

  27. How many Director’s presence required to form a Quorum in the Board ?
  28. Ans :   At the time of preparing the Articles of Association it need to fix. It’s better to fix in a way so that two-third majority of the Board present in the meeting.

  29. How many shareholder’s presence required to form a Quorum in the General Meeting ?
  30. Ans :   At the time of preparing the Articles of Association it need to fix. For easy reference, normally 2 or 3 nos. shareholder’s physical presence can make quorum in the General meeting.

  31. Which documents required to form a private limited company in Bangladesh by the foreigners ?
  32. Ans. Required – 1) Cash Encashment Certificate-from bank about foreigners equity participation
    2) Copy of Passport with visa validity
    3) Photos- 5 pcs
    4) Local address
    5) Deposit of Govt. fees in bank prescribed by RJSC

  33. Which documents required to submit with Registration Application of a Private Limited Company ?
  34. Ans.

    1. Memorandum & Articles of Association (1 Original & 2 copies)
    2. Filled in Form I: Declaration on Registration of Company [Section 25].
    3. Filled in Form VI: Notice of Situation of Registered Office and of Any Change therein [Section 77].
    4. Filled in Form IX: Consent of Director to act [Section 92].
    5. Filled in Form X: List of Persons Consenting to be Directors [Section 92]
    6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115]
    7. Evidence of Name Clearance.
    8. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

  35. Which documents required to submit with Registration Application of a Public Limited Company ?
  36. Ans.

    1. Memorandum & Articles of Association (1 no. Original & 2 copies)
    2. Filled in Form I: Declaration on Registration of Company [Section 25].
    3. Filled in Form VI: Notice of situation of Registered Office and of any change therein [Section 77].
    4. Filled in Form IX: Consents of Directors to Act [Section 92].
    5. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
    6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any Change therein [Section 115].
    7. Filled in Form XIV: Declaration before Commencing Business in case of Company Filing Statement in lieu of Prospectus [Section 150]
    8. Filled in Form XI (if necessary): Agreement to Take Qualification Shares in Proposed Company [Section 92].
    9. Evidence of Name Clearance
    10. Special Adhesive Stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps

  37. Which documents required to submit with Registration Application of a Foreign private Limited Company ?
  38. Ans.

    1. Filled in Form XXXVI - Charter or Statutes or Memorandum and Articles of the Company or Other Instrument Constituting or Defining the Constitution of the Company.
    2. Filled in Form XXXVII – Notice of the Address of the Registered or Principal Office of the Company.
    3. Filled in Form XXXVIII - List of Directors and Managers [Section 379].
    4. Filled in Form XXXIX – Return of Persons Authorized to Accept Service [Section 379].
    5. Filled in Form XLII: Notice of Situation of the Principal Place of Business in Bangladesh or of any Change therein [Section 379 (I)].
    6. Encashment Certificate Obtained From any Scheduled Bank.
    7. Permission from Board of Investment of Bangladesh.

  39. Which documents required to submit with Registration Application of a Trade Organisation ?
  40. Ans.

    1. Memorandum and Articles of Association, (original & 2 photocopies)
    2. Filled in Form I: Declaration on Registration of Company [Section 25].
    3. Filled in Form VI: Notice of Situation of Registered Office and of any Change therein [Section 77].
    4. Filled in Form IX: Consent of Director to act [Section 92].
    5. Filled in Form X: List of Persons Consenting to be Directors [Section 92].
    6. Filled in Form XII: Particulars of the Directors, Manager and Managing Agents and of any change therein [Section 115].
    7. Government License (Trade License from the Ministry of Commerce).
    8. Evidence of Name Clearance.
    9. Special adhesive stamps and Treasury Challan from Bangladesh Bank to Treasury (photocopy) of Collecting the Stamps.

  41. Which documents required to submit with Registration Application of a Society under The Societies Registration Act 1860 ?
  42. Ans.

    1. Memorandum of Association
    2.  Evidence of Name Clearance.

  43. Which documents required to submit with Registration Application of a Partnership Firm, under The Partnership Act 1932 ?
  44. Ans.

    1. Filled in FORM- I: Statement Containing the Particulars of the Firm for Registration.
    2. Deed of Agreement on Partnership.

  45. Which documents required to submit for ANNUAL RETURN of a PRIVATE LIMITED COMPANY ?
  46. Ans.

    1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
    2. Balance Sheet: to be filed within 30 days of AGM
    3. Profit & Loss Account: to be filed within 30 days of AGM
    4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].

  47. Which documents required to submit for ANNUAL RETURN of a PUBLIC LIMITED COMPANY ?
  48. Ans.

    1. Schedule X - Annual summary of share capital and list of shareholders, Directors: to be filed within 21 days of AGM [Section 36].
    2. Balance Sheet: to be filed within 30 days of AGM.
    3. Profit & Loss Account: to be filed within 30 days of AGM
    4. Form 23B – Notice by Auditor: to be filed within 30 days of receiving appointment information from the company [Section 210 (2)].
    5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
    6. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].

  49. Which documents required to submit for ANNUAL RETURN of a FOREIGN PRIVATE LIMITED COMPANY ?
  50. Ans.

    1. Balance sheet
    2. Profit & loss account or income or expenditure account (if not trading for profit).

  51. Which documents required to submit for ANNUAL RETURN of a TRADE ORGANISATION ?
  52. Ans.

    1. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92]
    2. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
    3. Balance Sheet: to be filed within 30 days of AGM
    4. Income and Expenditure Account

  53. Which documents required to submit for ANNUAL RETURN of a SOCIETY ?
  54. Ans.

    1. Annual list of Managing Body: to be filed within 14 days of AGM or in January if the rules do not provide for an AGM.

  55. Which documents required to submit for CHANGE of a PRIVATE LIMITED COMPANY ?
  56. Ans.

    1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
    2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
    3. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc : to be filed within 15 days of the meeting [Section 88 (1)].
    4. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion into public company, alteration of the memorandum of association, alteration of articles of association etc : to be filed within 15 days of the meeting [Section 88 (1)].
    5. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
    6. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
    7. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
    8. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
    9. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of the date modification [Section 167(3) & 319].
    10. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of the date satisfaction [Section 12 & 391].
    11. Filled in Form 117 - Instrument of Transfer of Shares.
    12. Digital copy of original Memorandum & Articles of Association

  57. Which documents required to submit for CHANGE of a PUBLIC LIMITED COMPANY ?
  58. Ans.

    1. Filled in Form III - Notice of consolidation, division, subdivision or conversion into stock of shares: to be filed within 15 days of consolidation and division etc. [Section 53 & 54].
    2. Filled in Form IV - Notice of increase share capital: to be filed within 15 days of increase of share capital/member [Section 56].
    3. Filled in Form VI - Notice of situation of Registered Office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
    4. Filled in Form VII – Statutory report: to be filed after sending copy of the statutory report to the members not less than 21 days before meeting [Section 83].
    5. Filled in Form VIII – Special Resolution/ Extraordinary Resolution including name change, conversion onto private company, alteration of the memorandum of association, alteration of articles of association etc.: to be filed within 15 days of the meeting [Section 88 (1)].
    6. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
    7. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
    8. Filled in Form XV - Return of allotment: to be filed within 60 days of allotment [Section 151].
    9. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
    10. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
    11. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391].
    12. Filled in Form 117 - Instrument of Transfer of Share.
    13. Prospectus for issue of shares: to be filed at least 3 days before the 1st allotment of share or debenture [Section 141].
    14. Prospectus following conversion of Private company into Public company [Section 231].
    15. Digital copy of original Memorandum & Articles of Association.

  59. Which documents required to submit for CHANGE of a FOREIGN COMPANY ?
  60. Ans.

    1. Filled in Form XL: Notice of alteration in charter, etc. [Section 277].
    2. Filled in Form XLI: Notice of alteration in the address of the registered or principal office of company [Section 277].
    3. Filled in Form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein [Section 379 (I)]
    4. Filled in Form XXXVIII: List of Directors and Managers [Section 379]
    5. Filled in Form XXXIX: Return of persons authorized to accept service [Section 379].
    6. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391]
    7. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319]
    8. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
    9. Digital copy of original Memorandum & Articles of Association

  61. Which documents required to submit for CHANGE of a TRADE ORGANISATION ?
  62. Ans.

    1. Filled in Form VI - Notice of situation of registered office and of any change therein: to be filed within 28 days of establishment or change [Section 77].
    2. Filled in Form IX - Consent of Director to act: to be filed within 30 days of appointment [Section 92].
    3. Filled in Form XII - Particulars of the Directors, Manager and Managing Agents and of any change therein: to be filed within 14 days from the date of appointment or change [Section 115].
    4. Filled in Form XVIII - Particulars of mortgages or charges: to be filed within 21 days of creation of the mortgage or charge [Section 159 & 391].
    5. Filled in Form XIX - Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification [Section 167(3) & 319].
    6. Filled in Form XXVIII - Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction [Section 12 & 391]
    7. Digital copy of original Memorandum & Articles of Association

  63. Which documents required to submit for CHANGE of a SOCIETY ?
  64. Ans.

    1. Filing of Change of Address
    2. Filing of Alteration of Name
    3. Digital copy of original Memorandum of Association

  65. Which documents required to submit for CHANGE of a PARTNERSHIP FIRM ?
  66. Ans.

    1. Filled in Form II – Notice of alteration of name or principal place of business of the firm.
    2. Filled in Form V – Intimation for recording of changes in the constitution of a firm [Section 63 & Rule 4 (6)].
    3. Filled in Form VI – Notice of intimation for dissolution of the partnership firm [Section 63 (1) & Rule (6)]

  67. Which documents required to get a Trade Licence ?
  68. Ans.

    • Company Memorandum & Articles of Associations (M/A)
    • >Photos
    • Land documents /Rent deed copy
    • Prescribed Form-duly filled in & signed
    • Note :  All documents must be certified by MD/Partner. List may vary case to case.

  69. Which documents required to get a Taxpayer’s Identification Number (TIN) Licence ?
  70. Ans.

    • Company Memorandum & Articles of Associations (M/A)
    • Trade Licence copy-updated
    • Photos – 2 copies
    • Prescribed Form-duly filled in & signed (2 sets)
    • Note :  All documents must be certified by MD/Partner. List may vary case to case.

  71. Which documents required to get a Board of Investment (BOI) registration ?
  72. Ans.

    • TIN
    • Trade Licence copy
    • Application in pad
    • Prescribed Form-duly filled in & signed- 2 copies(download from website)
    • Company Memorandum & Articles of Associations
    • Bank Solvency Certificate
    • Photos
    • Land deed, documents copy or Rent deed copy
    • I.List of Machineries & equipments (local & imported)- 4 sets in pad
    • NOC from local Union Parishad/authority
    • Project Profile
    •  Prescribed fees
    • Particulars of sponsors name, address &nationality – in pad
    • Note :  All documents must be certified by MD. List may vary case to case.

  73. Which documents required to get a Licence from Ministry of Environment (MoE) for a manufacturing unit/factory ?
  74. Ans.

    • Application in pad
    • Prescribed Form-Duly filled in & signed (with IEE check list)
    • Local (factory) Trade Licence -copy
    • TIN
    • Company Memorandum & Articles of Associations
    • Bank Solvency Certificate
    • Photos
    • Land deed, documents copy or Rent deed copy
    • Meeting Resolution of local neighbor, persons and citizens 
    • NOC from local Union Parishad/authority
    • Project Profile
    • Prescribed fees
    • Layout plan (both site & plant)
    • ETP-layout plan & description (if required)
    • Location map of the project
    • Process Flow Diagram
    • Drainage use- Layout plan
    • Board of Investment (BOI) registration copy
    • Note :  All documents must be certified by MD. List may vary case to case.

  75. Which documents required to get a Value Added Tax (VAT) Certificate- (Commercial) ?
  76. Ans.

    • TIN
    • Trade licence copy
    • Application in pad
    • Company Memorandum & Articles of associations
    • Bank Solvency Certificate
    • Photos
    • Land deed, documents copy or Rent deed copy
    • National ID copy-for Partnership firm
    • Partnership deed copy-for Partnership firm
    • Note :  All documents must be certified by MD. List may vary case to case.

  77. Which documents required to get a VAT Certificate- of a Real Estate & Housing company ?
  78. Ans.

    • TIN
    • Trade licence copy
    • Application in pad
    • Company Memorandum & Articles of associations
    • Bank Solvency Certificate
    • Photos
    • Land deed, documents copy or Rent deed copy
    • Mushok 06- 2 copies
    • Note :  All documents must be certified by MD. List may vary case to case.

  79. Which documents required to get an Industrial VAT Certificate ?
  80. Ans.

    • Board of Investment(BOI) registration copy (with modification,if any)
    • Factory (local) Trade Licence copy-updated
    • Company TIN
    • Application in pad with seal
    • Company Memorandum & Articles of associations
    • Bank Solvency Certificate
    • Photos of MD/Chairman/CEO/COO
    • Land deed, documents copy
    • Form 6 & 7- duly filled in & signed (Mushok 6 & 7) 
    • Layout plan (Plant & site)
    • Catalogue of machineries/plants
    • List of Machineries & Raw Materials
    • IRC
    • ERC etc.
    • Note :  All documents must be certified by MD/CEO/COO. List may vary case to case.

  81. Which documents required to get a Fire Licence for a manufacturing unit/factory?
  82. Ans.

    • Factory (local) Trade Licence copy-updated
    • Application in prescribed Form (download from website)
    • Company Memorandum & Articles of associations
    • Bank Solvency Certificate
    • Photos of MD/Chairman/CEO/COO-2 copies
    • Land deed, documents copy / Rent deed copy
    • Layout plan of site, with indication of Fire extinguisher setting points
    • Declaration – in prescribed Form, in NJ Stamp
    • I. Forwarding Letter/application in pad
    • Local citizenship certificate of owner/MD
    • Note :  All documents must be certified by MD/CEO/COO. List may vary case to case.

  83. Which documents required to get an Industrial Import Registration Certificate (IRC) –Adhoc ?
  84. Ans.

    • Board of Investment (BOI) registration copy (with modification, if any)
    • Factory Trade Licence copy-updated
    • Company TIN
    • Chamber of Commerce / Association membership certificate
    • Company Memorandum & Articles of associations
    • Environmental NOC
    • Fire licence/NOC
    • Bank Solvency Certificate
    • L/C copy & local machineries list
    • Treasury Challan for IRC
    • Commercial IRC copy, if any
    • Cost of Raw Material with details list -for each unit of production etc-if


Information source : RJSC web & others

 
icmab.png

icab.png

icsb.png

ad-pr.png

ad-tx.png

ad-rjsc.png

ad-mq.png


ad-sp.png

ad-sp.png

Home | Sitemap | FAQ | Related web links | Contact

All rights reserved to
RED GREEN BD ITS | Copyright © 2012