Guidelines for Company Name Registration in Bangladesh involve a meticulous process, particularly when it comes to selecting and changing the company’s name. The Companies Act, 1994 of Bangladesh provides a comprehensive set of guidelines to ensure that company names are unique, do not confuse, and comply with legal standards.

 

What are the guidelines for company name registration in Bangladesh 2024?

Setting up a private limited company in Bangladesh is a streamlined process governed by the Registrar of Joint Stock Companies and Firms (RJSC). The journey begins with selecting a unique name for the company, followed by drafting the Memorandum of Association (MOA) and Article of Association (AOA) detailing company objectives and operational guidelines. Foreign nationals/entities seeking to establish a presence must open a provisional bank account and deposit share capital. Once documents are prepared, they’re submitted to RJSC for registration, culminating in the issuance of an incorporation certificate.

Post-registration, essential steps include obtaining a Tax Identification Number (TIN), securing a trade license, and filing annual returns with RJSC. VAT registration is mandatory for normal business operations, overseen by the Customs, VAT, and Excise Department. For legal guidance and assistance throughout this process, consult experienced professionals like CLP in Bangladesh, ensuring a smooth and compliant establishment of your private limited company.

 

Company Name Registration in Bangladesh

This article aims to shed light on the key provisions outlined in the Act regarding company names, emphasizing the importance of adherence to these guidelines for a smooth registration process.

Here are the steps summarized for company name registration in Bangladesh

Step 1: Ensure a Unique Company Name (Section 11)
Step 2: Name Change Procedures
Step 3: Name Clearance Process
Step 4: Name Clearance Fees
Step 5: Government Consent for Undesirable Names (Section 11(4)
Step 6: International Organizations Consent
Step 7: Company Name Change Process
Step 8: Registrar’s Role and Information Requests
Step 9: Legal Advice by CLP

 

 

Step-1: Unique Company Names

The Companies Act 1994, as detailed in Section 11, strictly prohibits the registration of a company under a name identical to or closely resembling an existing registered company. The intention is to prevent confusion and deception in the business landscape. Exceptions are made only when the existing company is in the process of dissolution and provides written consent as required by the Registrar.

 

Step 2: Name Change Procedures

If a company is inadvertently registered with a name identical to or resembling an existing one without proper consent,  the Registrar may direct the company to change its name within a stipulated period of one hundred and twenty days. Failure to comply with this direction can result in fines for the company and its officers. Companies must follow the prescribed procedures to ensure legal compliance and avoid penalties.

 

Step-3: Name Clearance Process

Before proceeding with the registration, entrepreneurs must obtain name clearance from the Registrar of Joint Stock Companies and Firms (RJSC). The procedure involves:

1. Clearance Application: Entrepreneurs submit a name clearance application to the specified RJSC office through the RJSC website.
2. Fee Submission: The prescribed fee for name clearance must be submitted to the designated bank.
3. Approval Process: Upon receiving the application and fee, the RJSC reviews and approves proposed names, ensuring they do not match or closely resemble existing ones.
4. Validity and Registration: Name Clearance is valid for 30 days (180 days for societies). Entrepreneurs must file the registration application, along with necessary paperwork and payments, within this period to avoid revocation of name clearance.

 

 

Step-4: Fees for Name Clearance

Name Clearance Fees:

• Company: BDT 200.00 per proposed name.
• Partnership Firm: BDT 200.00 per proposed name.
• Society: BDT 1000.00 per proposed name.
• Trade Organization: BDT 200.00 per proposed name.

 

Step-5: Government Consent for Undesirable Names

Section 11(4) mandates that companies cannot be registered under names declared as undesirable by the government through an official Gazette notification. This emphasizes the need for companies to conduct due diligence and choose names that do not fall under such undesirable categories. Exceptions are provided for companies registered before the commencement of the Companies Act, of 1994.

 

Step-6: International Organizations Consent

Companies are prohibited from being registered under names containing the name or abbreviation of the United Nations, its subsidiary bodies, or the World Health Organization without prior written authorization. This ensures that companies do not exploit or misuse names associated with prominent international organizations.

 

Step-7: Company Name Change Process

Companies have the flexibility to change their names through a special resolution, subject to the approval of the Registrar. The Registrar updates the company register with the new name and issues a certificate of incorporation reflecting the change. Importantly, this change does not affect the rights or obligations of the company, and legal proceedings can continue seamlessly under the new name.

 

Step-8: Registrar’s Role and Information Requests

The Registrar plays a pivotal role in overseeing the registration and name change processes. Additionally, companies can seek information about the registration status of a specific name by applying to the Registrar, accompanied by the prescribed fee. The Registrar is obligated to provide the requested information within thirty days of receiving the application.

 

Legal Advice concerning Company Name Registration in Bangladesh by CLP

Counsels Law Partners (CLP) is a leading law chamber in Bangladesh. If you need assistance concerning company name registration, the Barristers, Advocates, and legal experts at CLP in Gulshan, Dhaka, Bangladesh, are ready to help. For any queries or legal assistance, please reach us by E-mail:

info@counselslaw.com, urgent@counselslaw.com

Phone: +8801700920980.  +8801947470606. Address: Jamilla Villa (3rd Floor), Flat No-C2, House No. 4/A/1, Road No. 02, Gulshan-1, Dhaka-1212.