Bangladesh Setting up a Company • Setting up a Company • Board of Investment • Foreign Investment • Type of Companies • Incorporation of a Company • Setting up a Joint Venture Top of page [pic] Setting up a Company Bangladesh has some of the most liberal investment incentives in Asia, with an absence of any prior approval requirements or limits on any foreign equity participation, except registration with the Bangladesh Board of Investment (BOI). The government actively seeks to attract European investors by reducing bureaucratic control over private investment and opening up many areas that were previously reserved for the public sector.
The government, in order to streamline bureaucratic procedures and controls, has restructured the BOI to facilitate investment, rather than regulate it, offering investors a variety of different services and within a prescribed time period. The Industrial Policy, 1991 (revised in 1992) has clearly emphasized importance of the role of the private sector in industrial development in Bangladesh. The role of the government has been changed from regulatory to promotional. As a result of this policy, sanctioning and other procedures for obtaining different facilities and services have been simplified.
Industrial Policy ensures equal treatment for local and foreign investment. Please note that information provided is for guideline purposes only. For further information please contact a member of the IPTU Team. Board of Investment The Board of Investment (BOI) was established by the Investment Board Act of 1989 to promote and facilitate investment in the private sector both from domestic and overseas sources with a view to contribute to the socio-economic development of Bangladesh.
The Board, which is headed by the Prime Minister and includes various ministers and ministry secretaries, is vested with the necessary powers to take decisions for the speedy implementation of new industrial projects and to provide operational support services to existing projects. The Executive Council of the BOI is entrusted with the responsibility of creating a congenial climate for industrial investment in Bangladesh by simplifying procedures and providing the necessary facilities and services to investors.
Any decision by the Board of Investment is deemed as a decision of the Government and is required to be implemented by all concerned agencies. For further information, please read the Board of Investment at a glance Foreign Investment Foreign Investment with particular preference to foreign direct investment is encouraged in all industrial activities excluding those in the list of “Reserved Industries” (production of arms and ammunitions, forest plantation and mechanized extraction within the bounds of a reserved forest, production of nuclear energy and printing and minting currency notes).
Such investment may be undertaken either independently or through joint ventures, either with the local private or public sector. The policy framework for foreign investment in Bangladesh is based on Foreign Private Investment (Promotion and Protection) Act, 570 1980 which provides for: • Non-discriminatory treatment between foreign and local investment • Protection of foreign investment from expropriation by the state, and • Ensuring of proceeds from sale of repatriation shares and profit.
For further information, please read Bangladesh Economy, the Foreign Investment from the Bangladesh Embassy Type of Companies There are three types of Companies: • Company Limited by Shares • Company Limited by Guarantees. • Unlimited Companies Companies limited by shares may further be classified as Public Limited and Private Limites. For further information, please read the Guidebook for European Investor in Bangladesh – Chapter V Incorporation of a Company Incorporation options to a foreign investor include: Setting up a 100% foreign-owned company in Bangladesh • Setting up a Joint Venture with Bangladeshi company/ investor • Establishing the Company’s Place of Business in Bangladesh • Setting up a branch or a subsidiary of a foreign company in Bangladesh • Setting up a Bangladeshi Company or participate in a Bangladeshi Company already formed Business in Bangladesh may be carried out by a company incorporated locally or a company incorporated outside Bangladesh, but registered in Bangladesh.
The Registrar of Joint Stock Companies and Firms do the incorporation or registration under the provisions of the Companies Act 1994 which safeguard the interest of the investors and provide the Directors with overall power to manage and run the company. 1. The name: The first step in the formation of a company is to select its name and apply to the Registrar. A company shall not be registered by a name identical to the name of any existing company or nearly resembling.
For further infomation, here is the clearance of name of propsed company 2. Memorandum of Association: The Memorandum of Association requires that a company states its name and whether it is a public limited company or a private limited company and the location of its registered office. The Memorandum requires that a company outlines clearly its main objectives; it’s authorized capital, and the division of this capital into shares of fixed amount and the liability of its members.
For further information, here is the form of the Memorandum of Association 3. Articles of Association: The company is further required to draw up its “Articles of Association” which are the regulations that govern the internal management of affairs of the company and the conduct of its business. For further information, here is the form of the Articles of Association 4. Registration of company and issue of capital:
A foreign company is required to deliver following documents to the Registrar for registration within one month of the establishment of the place of business: • Three certified copies of the Memorandum of Association and Articles of Association, and if it is not written in Bengali or English Language, a certified translation, including the original one on which the special adhesive stamp is affixed along with the duly filled in form I, VI, IX, X and XII • The clearance of name Address of the registered or principal office of the company • A list of the directors and secretary, if any, of the company • Particulars of person(s) resident in Bangladesh authorized to accept service on behalf of the company • Address of principal place of business in Bangladesh of the foreign company For further information, please read the Registration of a Foreign Company – Companies Act, 1994 To get incorporate, a company must have the necessary forms, which are available with the Office of the Registrar of Joint Stock Companies and Firms Setting up a Joint Venture
To register a joint venture, 100 % foreign investment proposals in the private sector, no prior approval or no objection certificate is required. To avail of facilities and the institutional support services provided by the government. , entrepreneur are advised to apply for registration to BOI in a simple prescribed form. To register a self-financed local investment proposal including industries sanctioned, financed by financial institutions or commercial banks, the project entrepreneurs have to fill up a simple prescribed application form and submit to BOI for registration.
Any individual entrepreneur either local or foreign can set up an industry with Public Sector Corporation. A joint venture industrial unit with the public sector corporations must be registered with the BOI if the private sectors contribution is more than 50% of the project cost and in such case it is treated as private sector project. For further information, please read the Board of Investment’s Investor’s Guide Companies having share capital and incorporated under the Companies Act, 1994 shall have to file the following statutory returns to the Registrar each year: • The annual list of members and summary Balance sheet and Profit and Loss accounts • Consent of Auditor • Statutory Report • Particulars of Directors • The consent of the Directors to act For further information, please read Formation and Registration of a Company Company formation On the assumption that a foreign parent company will establish a company in Bangladesh with 100% foreign equity, the steps for formation of the company in Bangladesh are broadly outlined as follows : – 1. Name clearance 2. Resolution with regards to the formation of the company in Bangladesh 3.
Preparation and finalisation of the draft Memorandum of Association and Articles of Association 4. Subscription of capital contribution at the time of incorporation through authorised schedule bank in Bangladesh. 5. Filing application for registration in relevant prescribed forms duly filed and signed 6. Post-registration follow-up – After the registration is complete the following requires to be obtained : – a. Tax Identification Number (TIN) b. VAT registration number c. Trade licence from the city corporation. d. d.
Opening of Bank account in the name of the Company through Board resolution in this regard 7. Open corporate bank account- To open a bank account, an application in prescribed form has to be made along with the following documents : – a. A Copy of Memorandum and Article of Association. b. A resolution of the Board of Director of the Company. Go Back To Top Setting up branch office In order to establish your branch office in Bangladesh, necessary application in prescribed form has to be submitted to the concerned authorities of the Government for obtaining permission/approvals.
The concerned authorities are listed below: 1. Government of Bangladesh (Ministry of Industries), Dhaka; 2. 2) Bangladesh Bank, Dhaka; To obtain the permissions/approvals of the above authorities, the following information and papers/documents will be required as shown against each authority. The information mentioned below requires to be filed with the said application under the signature and seal of the Managing Director of the principal company. The seal of the Company also has to be affixed thereon. 1. Government of Bangladesh (Ministry of Industries) a.
Full name, address, telephone, fax numbers of the principal company, with country of origin; b. Intended field of business in Bangladesh through proposed Branch Office; c. Function of the principal company/firm in brief; d. Date of operation of the proposed Branch Office; e. Period for which permission is sought; f. Proposed organizational set up of the company’s Branch Office; g. Initial approximate expenditure and operational expenses of the company’s Branch Office and source and nature of inflow of money required for running the Branch Office for the purpose; h.
Certificate of Incorporation of the principal company and resolution of the Board of Directors to establish a Branch Office in Bangladesh, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin i. Memorandum and Articles of Association of the principal company, duly executed, notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin j. Power of Attorney given in favour of The Law Associates duly notarized and authenticated by the High Commission of Bangladesh in the country of origin 2.
Bangladesh Bank a. Full name, address, telephone, fax numbers of the principal company, with country of origin; b. Place of incorporation and registration of the principal company in the country of origin; c. Authorized and paid-up share capital of the principal company, both equity and preferential (if applicable); d. Name, address and nationality of the Directors of the principal company as well as their place of permanent residence; e.
Any share held in the principal company by Bangladeshi national or company registered in Bangladesh with full particulars (name of the shareholder, nationality, number and value of shares held); f. Particulars of the activity (trading/commercial/industrial/consultancy) of the Principal Company; g. Name and address of the Bangladeshi agent/representative if any (including nature of activities undertaken or the services rendered by Bangladeshi agent/representative and term including remuneration payable to agent/representative); h.
Source of finance to the Branch Office in Bangladesh; i. Whether surplus earning, if any in Bangladesh, to be remitted abroad; j. Whether any foreign personnel will be employed; if so, a list giving the names and nationalities of such persons, their designation, period of employment, for working in Bangladesh and particulars of government approval for their employment; k. Certificate of Incorporation of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; l.
Memorandum and Articles of Association of the principal company, duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin – two copies including one original; m. Resolution passed by the Board of Directors for establishment of branch/liaison office in Bangladesh duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin-two copies including one original; n.
Appointment letter of the local Manager/Branch Representative, if any, in the line of a Board Resolution duly notarized and authenticated by the High Commission/Embassy of Bangladesh in the country of origin; o. List of local employees if appointed; p. Power of Attorney favouring the legal representative duly executed. Go Back To Top Partnership: Business can also be conducted in Bangladesh by forming a partnership as per Partnership Act 1992. Persons entering into partnership with one another are called individually and collectively a ‘firm’.
Agreement by which partnership is entered, needs to be registered on payment of requisite fee. Partnership firm is registered with the RJSC by submitting prescribed forms with requisite information. Partners are liable for their respective tax as per the prevailing rate fixed for individual. Go Back To Top Proprietorship Business: Any individual by obtaining a Trade License from the concerned City Corporation/Municipality may also conduct business without forming any legal entity. Tax is payable as per the prevailing rate fixed for individual.
Go Back To Top Agency: Any individual/entity may act on behalf of its principal. Relationship between the principal and the agent would be governed by the agreement executed between them. Agent will be required to obtain permission from Bangladesh Bank under Section 18A of Foreign Exchange Regulation Act 1947 in order to act or accept appointment to act as agent in the trading or commercial transactions of a foreigner or of a company not incorporated under the laws of Bangladesh. Go Back To Top Enlisting Joint Venture Interest
The Government of Bangladesh encourages foreign investment both in the form of 100% foreign ownership and joint venture. Joint ventures could be formed in any combination of equity participation (from 1% to 100%). Joint venture and 100% foreign investment proposals in the private sector: i. Entrepreneur/investors are advised to apply for registration to BOI in order to avail of facilities and the institutional support services provided by the Government; ii. Prescribed application form has to be collected from BOI Office or downloaded from BOI website www. oibd. org. Permission for setting up joint venture industrial units with the public sector corporations: Any individual entrepreneur either local or foreign can set up an industry with public sector corporation. Such joint venture is required to be registered with the BOI if the private sectors contribution is more than 50% of the project cost and in such case it is treated as private sector project. For any public sector which makes contribution out of their own fund needs approval of the concerned ministry. If the contribution of he corporation is 50% or above, it is treated as a public sector project. The public sector project is processed by the concerned Ministry for approval of the Planning Commission. i. Government promotes rapid privatization of the state-owned enterprises (SOEs). ii. Infrastructure and high involvement projects like power have been encouraged for public-private joint venture. Go Back To Top Foreign investment incentives Foreign investors are entitled to a number of incentives so as to attract investment in Bangladesh.
Furthermore, the government has liberalised the industrial and investment policies in recent years by reducing bureaucratic control over private investment. Some of the investments incentive to attract foreign investors are as follows |1. Fiscal incentives : |Tax holiday generally 5 to 7 years. | | |Accelerated depreciation allowance instead of tax holiday | | |Concessionary income tax in lieu of Tax Holiday and accelerated depreciation | |2.
Duty : |No import duty for export oriented | | |industry. Also, concessionary duty on imported machinery. | |3. Tax Law : |Double taxation can be avoided in case of | | |foreign investors on the basis of bilateral | | |agreements. |4. Remittance : |Of royalty, technical assistance fee allowed. | |5. Flexibility of ownership : |Foreign investors can set up ventures | | |which are either wholly owned or in | | |collaboration with a local partner. |6. Exit : |An investor can wind up an investment | | |either through a decision of the AGM or | | |EGM.
Once a foreign investor completes | | |the formalities to exit the country, he or she | | |can repatriate the sales proceeds after | | |securing proper authorization from the Central Bank. Full repatriation facilities of dividend and| | |capital in the event of exit. |7. Legal protection: |Right to protection of law for every citizen and to any other person within Bangladesh is | | |enshrined in Article 31 of the constitution, stipulating that “…in particular no action | | |detrimental to life, liberty, body, reputation or property of any person shall be taken except in| | |accordance with law. | Go Back To Top Trademark and Patents Procedure for registration of trade mark in Bangladesh For registration of Trade Mark an application in prescribed Form, duly filled in, has to be filed with the Registrar of Trade Marks, Government of Bangladesh, Dhaka. Five specimen copies of the Trade Mark sought to be registered need to be attached with the application. Following documents are required for registration of Trade Mark: 1. A notarized copy of Trade Mark certificate(s) in respect of Trade Mark registered in your country if any. 2. Five copies of specimen Trade Mark to be registered. 3.
For filling an application and follow up work we would need an authorization in prescribed form of the Government to be executed by the concerned company in favour an Advocate of the Law Associates (Specimen copy would be sent when asked for). Time for getting the registration certificate: After examination of the Application for registration of the Trade Mark and completion of the required formalities it is likely to take 1-2 years to get the registration certificate. The reason for this delay is that about fourteen thousand application are pending for registration.
However it may be possible to obtain the provisional certificate within a month of filing the application for registration of Trade Mark. • Procedure for registration of patent mark in Bangladesh An application is required to be made prior to filing at the Patents Office. The applicant must make a declaration in the application clearly stating that he is in possession of an invention. In the event of joint application, one must claim to be the true and first inventor of the invention. A representative authorized under a power of attorney can also obtain a patent on behalf of the original inventor.
The following are required to file a patent application: 1. Name of the inventor (applicant) 2. Address(s) and nationality of the inventors 3. Two sets of specification and one set of drawing on tracing paper (transparent) 4. Power of Attorney (From – 31) 5. Certified copy of the foreign patent (in case of claiming priority) Go Back To Top Labour laws in Bangladesh Labour Code 2006 acts as the current law protecting rights of labours and workers in Bangladesh. It is a comprehensive piece of legislation consolidating all the previous legislation in this area.
Apart from some provisions which has been repealed, the previous laws continue to be operative. The Labour Code covers issues such as minimum working hours, weekly rest, overtime hours and allowance, leave and benefits, time for payment of wages, documents entitled by the employee, termination of contract, employee welfare, health and safety. Official Gazette of October 22, 2006 elaborate more on the issue of minimum wages. Go Back To Top Taxation in Bangladesh Corporate tax rate for industrial companies whose shares are publicly traded is 30% and the rate of whose shares are not publicly traded is 40%. . Tax rate on other companies: Tax rate on income of all other companies including banks, financial institutions, insurance companies and local authorities ranges from 40% to 45%. b. Investment requirement by companies enjoying tax holiday: Companies enjoying tax holiday are required to invest 30% of their exempted income within two years from the end of the tax exemption period in the said undertaking or in new industrial undertaking or in stocks and shares of a public company or in government bonds or securities. c.
Acceptance of returns of public limited companies: Returns filed by the public limited companies shall be accepted if it is accompanied by audited accounts and certified by a chartered accountant as to the correctness of the total income of the assessee. d. Salary of foreign technician: Salary received by or due to a foreign technician under contract of service approved by the NBR is fully exempted from paying tax (subject to prescribed conditions and limitations) for a period of 3 years from the date of his arrival in Bangladesh. e.
Tax payable by the employer on remuneration of foreign technician: expenditure incurred by an employer in respect of remuneration of the foreign technician is fully exempted from income tax (subject to the stipulated conditions). f. f) Remuneration of foreign technicians employed by the consulting and engineering firms: Expenditure incurred as remuneration payable to a foreign technician by a Bangladesh firm carrying on the business of consulting and engineering is fully exempted from tax (subject to prescribed conditions and limitations).
Source : Bangladesh Investment Handbook, published by Board of Investment (BOI) Go Back To Top Environmental Regulations All industrial and other projects that may be potentially polluting are required, in accordance with the Environment Conservation Act 1995, to undertake some form of environmental impact assessment. Environmental Clearance: Environmental clearance must be obtained from the Department of Environment. The process takes 15 days for projects with low levels of potentially adverse impact and 30 days for projects with significant impact. Go Back To Top
Visa and Work Permit Visa: Business visitors to Bangladesh will require a visa. The visa has to be obtained from the Bangladeshi diplomatic mission in the visa applicant’s country. Bangladesh issues the following categories of business visas: a. Single-entry for three months b. Multiple-entry for three months c. Multiple-entry for six months d. Multiple-entry for one year Landing Permit / Visa on Arrival (LP/VOA): Foreign investors and businesspersons can apply for a LP/VOA on arrival at the Zia International Airport for a duration of 30 days provided: a.
The foreign investor is identified by a certificate issued by BOI, BEPZA or the Ministry of Industries b. The foreign businessperson who is directly associated with import of Bangladeshi products is identified by a certificate from the relevant associations of export-oriented c. Commercial/industrial organizations (ie- Federation of Bangladesh Chamber of Commerce and Industry (FBCCI) or the Bangladesh Garment Manufacture and Export Association (BGMEA)). d. LP/VOA cannot be extended under any circumstances. e. e) The LP/VOA applicant must have $500 endorsed in his/her passport or in cash. . f) The LP/VOA applicant must have a return ticket. Work Permits In order to employ a foreign national, it is imperative that the employer obtain a work permit. The following are the conditions need to be fulfilled before applying for a work permit: Nationality of Employee : All nationalities, except for Israeli citizens will be permitted to undertake employment in Bangladesh. Registered Industrial Establishments : Employment of expatriate personnel should only be considered in industrial establishments which are sanctioned/registered by the appropriate authority.
Minimum Age of Foreign Employee : Persons below 18 years of age are not eligible for employment . Local Experts not Available : Employment of foreign nationals is normally considered for jobs in which local experts/technicians are not available. Decision made by the Board of Directors : The work permit application must include the decision of the Board of Directors to take on new employees. Maximum number of Foreign Employees : Number of foreign employees should not exceed 15% of the total employees including top management personnel .
Duration of Employment : Initially employment of any foreign national is considered for a term of 2 years which could then be extended on the basis of merit of the case. Security Clearance : Security clearance must be obtained from the Ministry of Home Affairs . Go Back To Top Application for Ship Arrest Our courts will allow arrests in cases of a claim relating to maritime lien, ownership, a registered mortgage or damage as the case may be falling within the ambit of courts jurisdiction as is allowed under the Admiralty Court Act 1861.
A suit for the claim amount is to be filed along with a petition for arrest supported by an affidavit at a preliminary hearing in the Admiralty Court and if the prima facie claim is made out a warrant of arrest is issued by the Court. Documentary evidence such as original copies of vouchers, receipts, requisitions, demands, muster rolls, receipts for provisions and supplies, document of lien, charge, mortgage, or of any claim or damage or evidence of ownership and all other relevant document are required to institute the suit.
Ship arrest is a right in rem and therefore ships of subsidiary companies cannot be sought to be subject to arrest. Furthermore, the defendant in the suit can order the arrest warrant to be lifted by opposing it. Upon satisfaction of the arguments or upon furnishing security the court may order the vessel to be released, follows by the issuance of a warrant of release to be served on the ship and all the relevant and concerned authorities. (Note and Disclaimer : All information here is without prejudice and could be subject to change by current policy and legislation)
Formation of Join Stock Registered Company in Bangladesh Posted by Nazrul Islam on Dec 24, 2007 The procedure for formation and Registration of Companies under the companies Act, 1994. • When the Promoters will desire to form a company, at first they will have to select its name and will apply to the Registrar for the same in a plane paper with a fee of BD Tk. 10/- for each name along with the properly executed deed of settlement or the minutes of their first meeting. The Promoters may primarily select the name of their proposed company through searching the list of companies by the use of www. boi. gov. bd/bih_pdf/Chapter-4. pdf web site address. • The deed of settlement/minutes of the first meeting of the promoters may be prepared in plane paper and to be signed by all of them and amongst others it must contain the name, address and occupation of the authorized person with his connection with the proposed company who will apply for the clearance of name. After obtaining the name clearance the Promoters shall prepare and print the Memorandum and Articles of Association which shall be signed by them before at least two witness. • The promoters shall collect the necessary special adhesive stamp on the basis of authorized share capital of the proposed company from treasury by depositing the money through treasury challan in the Bangladesh Bank and will affix the same on the printed Memorandum and Article of Association of the company. For the purpose of registration of a company the special adhesive stamp worth Tk. 500/- to be affixed on the Memorandum of Association irrespective of authorized capital and stamp worth Tk. 1500/-, 4,000/- and 10,000/- to be affixed on the Article of Association for the authorized capital of Tk. 10,00,000/-, Tk. 3,00,00,000/- and above Tk. 3,00,00,000/- upto any amount respectively. Three copies of Memorandum and Articles of Association including the original one on which the special adhesive stamp is affixed along with duly filled in form I, VI, IX, X and XII, the clearance of name and the copy of treasury challan relating to the collection of adhesive stamp to be filed in the case of a private company and in the case of a public company a statement in lieu of prospectus (Schedule-4), the declaration for commencement of business (Form-XIV) and (Form XI) as and when necessary to be filed by the promoters in addition to the Memorandum and Articles of Association, papers and documents as mentioned above. At the time of filing of Memorandum and Articles of Association papers and documents, the promoters will pay fees based on authorized capital of the company as prescribed for the time being in schedule- 2 of the Companies Act, 1994. • Effect of Registration :- After registration of the company it takes the shape of an incorporated organization under the name mentioned in its memorandum. This organization is empowered to perform all the works of an incorporated company. It acquires the permanent inheritance and it shall have a common seal.
The liability of its members is limited by shares. • Upon incorporation of the company it is treated as a juristic person and it shall have a registered office. • There are mainly two categories of company (a) Private Company & (b) Public Company. • Private Company : The number of members of this type of company is minimum 2 and maximum 50 (excluding the persons in its employment). Its minimum number of directors are 2 (two). • Public Company : Its minimum number of members are 7 and the maximum number is unlimited.
The minimum number of Directors are 3 (three). • The companies other than the private limited company is divided as (1) the company limited by the shares, (2) the company limited by guarantee and (3) unlimited company. • The first annual general meeting of the company shall be held within eighteen months from date of its incorporation. Thereafter the annual general meeting of the company shall be held once in every calendar year at such time not being more than fifteen months from the date of preceding annual general meeting [Section- 81]. The annual Balance sheet and Profit & Loss accounts of the company to be placed in the annual general meeting for approval which required to be ended on a date which is within nine months preceding the date of the meeting. The companies having share capital and incorporated under the Companies Act, 1994 shall have to file the following statutory returns to the Registrar every year :- (a) The annual list of members and summery [Schedule- 10]: To be filed within 21 days after the date of holdings the annual general meeting. The transfer of shares if any shall be entered or reflected in this return. b) Balance sheet and Profit & Loss accounts : To be filed within 30 days from the date of annual general meeting (section 190) the profit and loss accounts to be filed separately in the case of a private company. (c) Consent of auditor (AC) [ Section 210] : The Company shall inform the auditor or auditors in respect of his/their appointment within 7 days from the date of annual general meeting and the auditors shall inform the Registrar whether the appointment has been accepted or refused by him or them within 30 days from the date of receipt of such information [Section 210 ]. d) Statutory Report (SR) : Applicable in the case of public limited companies [ Section 83]. (e) Particulars of Directors (Form XII) : The information in respect of appointment of Directors or any change thereof and in the case of retirement of Directors by rotation and re-election in public company to be filed with the Registrar within 14 days form the date of such appointment or change [Section 115]. (f) The consent of the Directors to act (CD) [Form IX] [Section 92] . RETURNS TO BE FILED IN RESPECT OF ANY CHANGE IN THE COMPANY :- Returns of Allotment (RA) [Form- XV] : To be filed within 60 days after the date of allotment [Section 151]. The capital allotted to be added and entered in the next annual list of members and summery. • Particulars of Mortgage (PM) : To be filed within 21 days after the date of execution of the mortgage deed [Section 159]. • Particulars of Modification of Mortgages (PMM) : To be filed within 21 days after the date of execution of modification deed [Section 167(3)]. • Particulars of Satisfaction of Mortgages (PSM) : To be filed within 21 days from the date of satisfaction of the loans or debts [Section 172]. Notice of Situation of Registration of Office : To be filed within 28 days after establishment or change of the registered office [Section 77] [ Form VI]. • Proceeding of Special or Extra-ordinary General Meeting : To be filed within 15 days from the date of meeting [Section 88]. • Prospectus : On or before the date of issue of the prospectus [Section 138]. • Change of Name of the Company : To be filed within 15 days from the date of special resolution relating to change of name [ Section 11 (6) and 88]. Change of Memorandum of Association : To be filed within 90 days from the date of order of the court or within the extended period sanctioned by the court [Section 12 and 15]. • Notice relating to consolidation or sub-division of shares or the conversion of shares into stock : To be filed within 15 days from the date of change or conversion [Section 54]. • Conversion of private company into public company : To be filed within 30 days after the date of taking decision of conversion [ Section 231]. • Conversion of public company into private company : To be filed within 15 days from the date of taking decision of conversion [Section 232]. Notice of increase of share capital or the number of members : To be filed within 15 days from the date of taking decision of such increase [Section 56]. • The yearly statutory returns or returns relating to any change in the company to be filed with the fees prescribed in schedule- 2 of the companies Act, 1994. If any company fails to file the returns within the prescribed time limit, it may be filed on payment of late fee @ Tk. 1 (one) for every day subject to the maximum late fees of Tk. 500/-. Any liability relating to filing of return shall not be condoned by the payment of late fees. There is no provision for filing of particulars of Mortgage or charge and return of allotment with late fees. Leave a Reply You must be logged in to post a comment. Public limited company A public limited company (legally abbreviated to plc with or without full stops) is a type of limited liability company in the United Kingdom and the Republic of Ireland (and other jurisdictions where companies law is derived from English law) which is permitted to offer its shares to the public. A public limited company must include the words “public limited company” or its abbreviation “plc” at the end and as part of its legal company name.
Certain public limited companies (mostly nationalised concerns), incorporated under special legislation, are exempted from bearing any of the identifying suffixes. Registration When a new company incorporates either in England and Wales, or in Scotland, it must register with Companies House, an Executive Agency of the Department for Business, Innovation and Skills. Northern Ireland has a separate Registrar of Companies. In the Republic of Ireland the equivalent executive agency is the Companies Registration Office, Ireland. In Malta a firm can register with the MFSA.
While it is not compulsory for a public limited company to offer its shares to the public (some plc’s are privately owned, maintaining the “plc” designation for the extra financial status), many do so, and their shares are usually traded on either the London Stock Exchange or the Alternative Investments Market (AIM). Irish public limited companies usually trade on the Irish Stock Exchange, though many also list on the LSE, or more rarely, the AIM. Company directors Formation of a public limited company requires a minimum of two directors (differing from country to country: in India seven directors are required).
In general terms anyone can be a company director, provided they are not disqualified on one of the following grounds: • in the case of “plc’s” or their subsidiaries, the person is over 70 years of age or reaches 70 years of age while in office, unless they are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given. • the person is an undischarged bankrupt, or disqualified by a Court from holding a directorship, unless given leave to act in respect of a particular company or companies. in England and Wales (as of October 2008; Companies Act 2006) and in Scotland (Age of Legal Capacity (Scotland) Act 1991), the person is under 16 years old. Some people who are not British or European Union citizens are restricted as to what work they may do while in the UK, which may exclude them from being a director. Company secretaries The secretary (or each joint secretary) of a public limited company must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who: 1.
Held the office of secretary or assistant or deputy secretary on 22 December 1980, or 2. For at least three of the five years before their appointment, held the office of secretary of a non-private company or 3. Is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom, or 4. Is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary, or 5. Is a member of any of the following bodies: The Institute of Chartered Accountants in England and Wales, o The Institute of Chartered Accountants of Scotland, o The Institute of Chartered Accountants in Ireland, o The Institute of Chartered Secretaries and Administrators, o The Association of Chartered Certified Accountants, o The Chartered Institute of Management Accountants (formerly known as the Institute of Cost and Management Accountants), or o The Chartered Institute of Public Finance and Accountancy. Share capital
The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers. There is a minimum share capital for public limited companies: Before it can start business, it must have allotted shares to the value of at least ? 50,000. A quarter of them, ? 12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.
A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution – and notice of the increase on Form 123 – must reach Companies House within 15 days of being passed. No fee is payable to Companies House. A company can decrease its authorised share capital by passing an ordinary resolution to cancel shares which have not been taken or agreed to be taken by any person.
Notice of the cancellation, on Form 122, must reach Companies House within one month. No fee is payable to Companies House. Share types A company may have as many different types of shares as it wishes, all with different conditions attached to them. Generally share types are divided into the following categories: • Bearer shares – Are a legal instrument denoting company ownership, and are usually in the form of share warrants. A share warrant is a document which states that the bearer of the warrant is entitled to the shares stated in it.
If authorised by its articles, a company may convert any fully paid shares to “share warrants”. These warrants are easily transferable without any need for a transfer document; that is, they can simply be passed from hand to hand. When share warrants are issued, the company must strike out the name of the shareholder from its register of members and state the date of issue of the warrant and the number of shares to which it relates. Subject to the articles, a share warrant can be surrendered for cancellation. If so, the holder is entitled to be re-entered into the register of members.
Vouchers are usually issued with the share warrants in order that any dividends may be claimed. • Cumulative preference – These shares carry a right that, if the dividend cannot be paid in one year, it will be carried forward to successive years. • Ordinary – As the name suggests these are the ordinary shares of the company with no special rights or restrictions. They may be divided into classes of different value. • Preference – These shares normally carry a right that any annual dividends available for distribution will be paid preferentially on these shares before other classes. Redeemable – These shares are issued with an agreement that the company will buy them back at the option of the company or the shareholder after a certain period, or on a fixed date. A company cannot have redeemable shares only. A “plc” has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself. Company formation Most UK Companies are now formed electronically via Company Formation Agents.
Paper process The following documents, together with the registration fee are sent to the Registrar of Companies: • Memorandum of Association – this sets out the company name, the registered office address and the company objects. The object of a company may simply be to carry on business as a general commercial company. The company’s memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. It is often referred to as the ‘charter of a company’ or ‘constitution of the company’.
The signatories to the Memorandum of Association are deemed to be the first Directors of the company. The Memorandum defines the relation of members with the rest of the world. • Articles of Association – this is the document which sets out the rules for the running of the company’s internal affairs. The company’s articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature. The Articles define the inter-management, inter-member and inter-employee relationship. • Form 10 – this gives details of the first director(s), secretary and the intended address of the registered office.
As well as their names and addresses, the company’s directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form. • Form 12 – this is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10.
It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor. There is usually a ? 5 fee payable to the person that witnesses the statuary declaration. Electronic process The key difference with the paper process is that there is no Form 12 and requirement for a statutory declaration. This significantly speeds the process and Companies House’s record for an Electronic Company formation is five minutes. Because the electronic process requires compatible software that works with Companies House eFiling service, companies are usually formed through a Company Formation Agent.
Company accounts A company’s first accounts must start on the day of incorporation. The first financial year must end on the ‘accounting reference date’ or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next ‘accounting reference date’ or a date up to seven days either side. To help you meet this filing requirement, the Companies House send a pre-printed ‘shuttle’ form to your registered office a few weeks before the anniversary of incorporation.
This will show the information that you have already given to the Companies House. If your accounts are delivered late, there is an automatic penalty. This is between ? 500 and ? 5,000 for a plc. The first accounts of a public limited company (plc) must be delivered: • if the accounting reference period is more than 12 months, within 19 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer or • within seven months of the end of the accounting reference period.
You may change the accounting reference day by sending Form 225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to the Companies House. For more information, see the booklet, ‘Accounts and Accounting Reference Dates’. Annual returns Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
To help companies meet this filing requirement, Companies House send a pre-printed ‘shuttle’ form to their registered office a few weeks before the anniversary of incorporation. All the company has to do is: • check that the details are still correct, • amend any that are not, and, • send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form. There is an annual document-processing fee of ? 30 (or ? 15 for users of the Electronic Filing or
WebFiling services), which must be sent to Companies House with the annual return. Conversion Conversion of a private limited company to a public limited company Both a private company limited by shares and an unlimited company with a share capital may re-register as a plc. , but a company without a share capital cannot do so. A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar.
The resolution must also: • alter the company’s memorandum so that it states that the company is to be a public limited company, • increase its share capital to the statutory minimum of ? 50,000, • make any other alterations to the memorandum so that it conforms to that required for a public limited company, • make any required alterations to the articles of association of the company. The private company if it does not already have sufficient issued share capital must issue ? 50,000 in shares a minimum of 25% part paid.
Conversion of a public limited company to a private limited company In some jurisdictions a public limited company may re-register as a private limited company or private unlimited company at any time with few formalities. A court may also order a public company to re-register as private on approving a ‘minute of reduction’ of share capital which results in the issued share capital falling below the statutory minimum. In such a case the court will also specify alterations to the company’s memorandum and articles. A special resolution to re-register is not required.