Introduction to Tasty Chocolate Company

Limited
We are starting a business of manufacturing chocolates. Name of the company is “Tasty
Chocolate Company Limited”. Our target market is whole Bangladesh. The customers to whom
our products will be supplied are retailers, wholesalers and traders in all over Bangladesh. The
location of our manufacturing plant would be Gajipur, Dhaka.

We would be targeting the consumers of all age groups. The products that we would offer are:

➢ Tasty Plain Chocolate

➢ Tasty Milk Chocolate
➢ Tasty Fruit and Nut Chocolate

The core competencies on which our company would be competing are taste and quality of our
chocolates. Our company would be a Private Limited Company. There would be 1 Chairman, 1
Managing Director, and 2 Director as part of the organization.

General Company Description:

Our company will be in the chocolate business. Our company will be involved in manufacturing
of chocolates.

Vision:
Our vision is to be the leading manufacturer of chocolates all over Bangladesh.

Mission:
We seek to produce high quality products at competitive price using modern technology to
provide high satisfaction to the consumers.

Objectives:
➢ To manufacture and provide the customers with the quality products to the best interest of
the customers.
➢ To create Price competitive Products as part of the effect to increase the world access to
high quality chocolates.
➢ To ensure a hygiene & clean working environment as to continue to produce Safe & Tasty
Products.
➢ To strive to Meet & Exceed Customers Expectations so as to ensure a sustainable business
relationship.

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Core Competencies:
The core competencies on which our company will compete are:

➢ Taste: By consuming the “Tasty Chocolates” flavor begins to fill your mouth the moment
the chocolate begins to melt on your tongue like butter and it tastes like pure chocolate
rather than cocoa powder. At first there is so much pleasure in tasting the chocolate, it may
be difficult to focus on the specifics of flavor. First perception the consumer would
describe for the chocolate as “chocolaty” and “Tasty”.

➢ Quality: The raw ingredients are of finest quality and also care is taken of the production
process; roasting and crushing the cocoa beans and mixing the cocoa paste with sugar and
other ingredients such as milk. Tasty chocolates are high quality chocolates as they are
shiny brown, break cleanly and are smooth. Tasty chocolates have the sufficient quantities
of cocoa butter and vegetable fat so that it does not become greasy or sticky at ambient
room temperature.

Target Market:
➢ Upper class,
➢ Middle class,
➢ Lower middle class,
➢ All age groups.

Promotion:
➢ Local news paper,
➢ Local TV channel,
➢ Local radio,
➢ Through pages and account on Social Networking Sites (Facebook & Twitter).

Niche Market:
Our niche market would be the children and young generation as chocolate is mostly liked by
children and youngsters.

Marketing strategy for niche market:

➢ Attractive packing: Our Company will focus on packaging to attract children.
➢ Good quality and healthy chocolates are the factors on which marketing will be done.

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Competitor:
➢ Nestle Bangladesh Limited
➢ Elson foods(bd) Limited
➢ Pran

Location:
Our manufacturing unit will be located in Gajipur. The center of Bangladesh, Dhaka is also near to
Gajipur so it also helps to distribute our product all over Bangladesh and in future, if we want
Chocolates to be exported.

Labor is easily available since there are many such labor contractor available in Gajipur. We will
get skilled and unskilled labor as per our need. Technical people are also available easily to
monitor the quality and consistency of our product.

Our corporate head office will be located in Motijheel, Dhaka. And we will co-operate with all of
our retailers, wholesalers and traders from here.

Distribution channels:
Our products would be distributed through channels like wholesalers, retailers and our own sales
force.

Ownership
Our company will be a Private Limited Company.

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 THE COMPANIES ACT 1994

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

TASTY CHOCOLATE COMPANY LIMITED

I. The name of the Company is TASTY CHOCOLATE COMPANY LIMITED.

II. The registered office of the company will be situated in Bangladesh.

III. The objectives for which the company is established:
1. To set-up establish and maintain factories for manufacturing of chocolates, candies,
jellies, from milk, fruits, vegetables and other articles and to deal in the same.
2. To carry on the business of manufacturers, producers, buyers, sellers and processors
of and dealers in milk products and milk preparations, confectionery, sugar,
chocolates, toffees, wheat flakes, provisions, poultry products, vegetable fruits and
fruit products.
• To carry on the business of boiling milk of any description
whatsoever.
• To carry on business as fruitful and green, process, and general
provision merchants and in particular to buy, sell, manufacture and
deal in goods, stores and consumable articles, foodstuffs and fruits
of all kinds both wholesale and retail.
• To carry on the business of manufacturers, importers and exporters
of and dealers and merchants in groundnuts, seeds.
• To manufacture and deal in mineral and aerated waters, other
cordials, liquors, broths, beverages and other restoratives
• To carry on business as importers and exporters of all kinds of fruits,
foods and foodstuffs.
• To manufacture and deal in chemicals, essences, malts, glucose,
sugar, wheat, flour and other articles and things required for the
business of the Company.

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 • To carry on business as importers and exporters of all kinds of fruits,
foods and foodstuffs.
3. To carry on the business of preservation, dehydration, freezing, freeze-drying,
drying, canning, tinning, bottling and packing of all or any kinds of agricultural,
horticultural, dairy, marine and farm produces and products, seeds, plants, flowers,
wheat, and maize flakes, vegetables, fruits, vegetable and edible oils, eggs, and
food and food products, and preparation of any nature and description and can the
same for sale and delivery for export and/or domestic markets.
• To install cold-storage plant, refrigerators and air-conditioning plant
necessary for the business of the Company.
• To carry on the business of producing and distributing energy from
solar geothermal, bio-mass or any other sources.
4. To deal, manufacture, and import plant, machinery, vessels, containers, filters,
bottles, baskets, wooden paper, cardboard and tin boxes, appliances and receptacles
of all kinds necessary for manufacturing, improving, processing, trading,
preserving, canning, refining, bottling, and dealing in the products manufactured by
the Company.
5. To carry on the business of consultancy within or outside Bangladesh in respect of
producers of or dealers in dairy farm and garden produce of all kinds and in
particular milk, cream, butter, cheese, poultry, eggs, fruits and vegetables,
condensed milk and canned and preserved foods of all kinds.
6. To carry on the business of hire purchase, finance or leasing of all durable,
industrial and commercial properties, assets, vehicles, machinery, equipment, tools
and instruments of all descriptions, refrigerators, air conditioners, washing
machines and household equipments, television, computers and electronic
equipment.
• To engage in business of transports of goods/cargo/animals/human
being by road or water or air and to keep, maintain, acquire, hire or
otherwise acquire any carriage, carrier, and craft for such business.
7. To act as principals, agents, contractors, trustees or otherwise and by or
through trustees, agents or otherwise either alone or in conjunction with
others.

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IV. The liability of the members is limited.
V. The share capital of the company is Taka Ten Million (10,000,000/=), divided into One
Thousand (1,000) Ordinary shares of Taka Ten Thousand (10,000/=) each and the
company shall have power to increase its capital and to divide the shares in its capital for
the time being into several classes of stock or shares and to attach thereto respectively such
preferential, deferred or in accordance with the Articles of Association of the company.

We the several persons whose names and addresses are subscribed are desirous of being formed
into a company in pursuance of this Memorandum of Association and we agree to take the
number of shares in the capital of the company set opposite our respective names:

Name, Address and Description of Number of Shares Signature

Subscriber taken

400

200

200

200

Dated 12th Day of August, 2017

Witness to the above signature:

Signature: …………………………………………….

Postal Address: ……………………………………….

Qualifications: ………………………………………..

6
 THE COMPANIES ACT 1994

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

TASTY CHOCOLATE COMPANY LIMITED

PRELIMINARY

1. The Regulations contained in the schedule-1 of the companies Act, 1994 shall apply to this
company with respect to such provisions as are applicable to a Private Limited Company, so far
only as they are not negative or modified by or are not contained in the following articles or any
other articles that may from time to time be framed by the company.

INTERPRETATION
2. In construing of these Articles unless there shall be something repugnant in the subject or
context inconsistent there with:
a. "Act" means the Companies Act, 1994.
b. “Company” means the TASTY CHOCOLATE COMPANY LIMITED
c. "Office" means the Registered Office of the Company for the time being.
d. "Year" means the English Calendar year as followed by the Company.
e. "Month" means the calendar month according to the English Calendar year.
f. "Directors" means the Board of Directors of the Company for the time being.

g. "Secretary" means any person appointed to perform the duties of a secretary of

the company.
h. "In Writing" means written or printed, partly written and partly printed and
includes lithography, type printed and other means representing word in a visible
form.
i. "Seal" means the common seal of the company
j. "Member" means the legal owner the share name where of being appeared in the
Members register.

PRIVATE COMPANY

3. The Company is a Private Limited Company within the meaning of section 2(1) under clause
(Q) of the companies Act, 1994 and accordingly the following shall apply:
a) No invitation shall be issued to the public to subscribe for any share, debenture of the
company.

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 b) The number of members of the Company (exclusive of the persons in the employment
of the company) shall be limited to fifty; and
c) The right to transfer shares of the company is restricted in the manner and to the
extent hereinafter provided.

SHARE CAPITAL

4. The Authorized Share Capital of the Company is Tk. Ten Million (10,000,000/=), divided into
One Thousand (1,000) Ordinary shares of Taka Ten Thousand (10,000/=) each with power to
increase or reduce the same value of its shares.

5. Subject to the provisions of the Articles, the share shall be under the control of the directors
who may allot or otherwise dispose of the same.

COMMENCEMENT OF BUSINESS

6. The business of the Company shall be commenced from the date of incorporation of the
company.

SHARE CERTIFICATE

7. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the
members under the common seal of the company and shall be signed by the Chairman and
Managing Director of the company.

8. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such
evidence being produced and such indemnity (if any) being given as the Directors require and
(in case of defacement or wearing out) on delivering of the old certificate and on payment of
such sum not exceeding Tk.5.00 as the Directors may from time to time require.

LIEN

9. The company shall have a paramount lien on every share (not being a fully paid share) for all
moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a
share shall extend to all dividends payable thereof.

TRANSFER AND TRANSMISSION OF SHARES

10. No transfer of any share shall be made or registered without the approval of the Board of
Directors who may without assigning any reason decline to give any such approval and shall
decline any transfer involving contravention of clause 3(b) of these articles. No share shall
be transferred to any outsiders as long as any existing member is willing to purchase the
same at a fair value to be determined by the Directors in a Board Meeting.

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11. The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of
shares previously approved by the Board of Directors.

12. In the case of death of a member, the survivor where the deceased was a joint holder, and the
legal personal representative of the deceased where he was a sole holder, shall be the only
persons recognized by the company as having any title to his interest in the shares, but this
Articles does not release the estate of a deceased sole/joint holder from any liability in respect
of the said share.

BORROWING POWER

13. The Managing Director may from time to time with the approval of the Board of Directors may
borrow from any source either from any commercial or schedule banks, or financing institutions
or firms any sum of money required for the purpose of the company and secure the payment or
repayment of such money so borrowed in such manner and upon such terms and conditions in
all respects duly approved by the Board of Directors deemed fit in particular by hypothecation
or charge on all or any part of the property of the company (both present and future) including
its uncalled capital for the time being.

GENERAL MEETING

14. The general meeting of the company shall be held within eighteen months from the date of
incorporation of the company and thereafter once in every calendar year (not being more than
fifteen months after holding of the last preceding general meeting) at such time and place as
may be decided by the Directors of the company. The above mentioned general meeting shall
be called "ORDINARY GENERAL MEETING" and all other general meeting of the company
shall be called "EXTRA-ORDINARY GENERAL MEETING".

15. The Directors may at any time call an extra-ordinary general meeting and an extra-ordinary
general meeting may also be called on requisition made by the shareholders in accordance with
the provisions of section 84 of the companies Act 1994.

APPOINTMENT AND REMOVAL OF A DIRECTOR

16. The company may appoint or remove a Director from the company in its Annual General
Meeting.

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 PROCEEDING OF GENERAL MEETING

17. Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions at
least fourteen days notice specifying the place, the day and the hour of the general meeting and
in case of special business, the general nature of such business, shall be given to the members in
such manner as may be prescribed by the company in a general meeting, but accidental
omission to give such notice, to or non-receipt of such notice by any member shall not
invalidate the proceedings of the general meeting. A general meeting may, with the consent in
writing of the entire member be convened by a shorter notice and in any manner they think
suitable.

18. No business shall be transacted at any general meeting unless the quorum of members is present
at the time when the meeting proceeds to transact business. TWO members personally present
shall form the quorum of any general meeting.

VOTE OF MEMBERS

19. No member shall be entitled to vote unless all installments or calls or other sum or sums
presently payable by him, in respect of his holding of shares in the company has been paid.

DIRECTORS

20. Until otherwise determined in the general meeting the number of Directors of the company
shall not be less than TWO and not more than TEN.

21. The following persons shall be the first Directors of the company.
1) Hira Mohammad Abdullah
2) Safwan Hossain
3) Abdul Karim
4) Saiham Hasan

22. The qualification of a Director shall be holding of share of Two Hundred (200) Ordinary
shares of Taka Ten Thousand (10,000/=) each in the Share Capital of the Company in his/her
own name alone and not jointly with any others.

23. The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for meeting
of the Directors attended by him together with such traveling and other expenses as may be
incurred for attending the meeting.

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24. If any Director be called upon to perform any extra service or to make any special exertion for
the Company, the Directors so doing may be remunerated either by a fixed sum or by a
percentage on the profit of the Company as may be decided by the Company in General
Meeting.

25. Every Director shall vacate his office in the event of:
a) He is failing to obtain the qualifying share.
b) He becoming bankrupt or insolvent or on becoming unsound mind.
c) He is resigning from the office by giving notice in writing to the company.
d) And if he acts in contravention of the section 86(f) of the Companies Act 1994.

QUORUM

26. Until otherwise determined by the Company in general meeting 2 (TWO) Directors present in
person shall form the quorum of board meeting.

POWER OF DIRECTORS

27. The Management and control of the business of the company shall be vested in the Board of
Directors who in addition to the powers and authorities by these presents or otherwise expressly
conferred on them may exercise all such powers and do all such acts and things as may be
exercised or done by the company and are not hereby or by the act expressly directed or
required to be exercised or done the company in general meeting, but subject nevertheless to the
provisions of the act and of these presents and to any By-law from time to time made by the
Company in general meeting, provided that no regulation so made shall invalidate any prior act
of the Directors which would have been valid if such regulation had not been made.

28. Without prejudice to the general powers conferred by the last preceding Article and the other
powers conferred by these presents, it is hereby expressly declared that the Directors shall have
the following powers that is to say, power:
1) To pay the costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.
2) To purchase or otherwise acquire for the Company any property, rights or privileges
that the Company is authorized to acquire at such price and generally on such terms
and conditions, as they think fit.
3) To pay for any property, rights, and privileges acquired by the company in cash or in
shares of the Company and any such shares may be issued either as fully paid up or
with such amount credited as paid up thereon as may be agreed upon.
4) To secure the fulfillment of any contract or engagements entered into by the Company
by mortgage or charge on all or any of the property of the Company and its unpaid
capital for the time being or in such other manner as they may think fit.
5) To accept from any member, on such terms and conditions as shall be agreed but
subject to the provisions of the act, as surrender of his share or any part thereof.

11
 6) To deal with any of the moneys of the Company not immediately required for the
company's purpose in or upon such investments or securities (not being shares in this
company) and in such manner as they may think fit, and from time to time to vary or
realize such investments.
7) To provide for the welfare of the employees or company and their wives and
dependents and to award bonus or other payments for the benefits of such persons as
may appears to the Directors just proper and to set aside a portion of the profit of the
company to form a fund to build or contribute to the building of houses and
subscribing to provident fund and other funds and establishment of schools, recreation
centers and hospitals which will, the opinion of the Directors, tend to increase the
repute of the company among its employees and the public.

CHAIRMAN

29. Safwan Hossain shall be the first Chairman of the Company for a period of 5 (Five) years
from the date of incorporation. He will preside all over the meeting and supervision all the
activities of the company.

MANAGING DIRECTOR

30. Abdul Karim shall be the first Managing Director of the company for a period of 5 (Five)
years from the date of incorporation. His remuneration shall be fixed by the general meeting.

31. Subject the control and supervision of the Board of Directors, the Managing Director shall
exercise the following powers:
1) Control over the management of the business of the company with full power to do all
acts, matters and things deemed necessary, proper and expedient for carrying on the
normal day to day business of the Company.
2) To make and sign all contracts to the business of the Company including contracts for
sales and purchases and contracts for leases of property.
3) To have the engagement and dismissal of managers, other officers, assistants, clerks,
agents and special services and to determine their authorities and duties and to fix their
authorities and to fix their remuneration's.
4) Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all
bills of exchange, promissory notes, cheques, government papers and securities and all
other instruments as shall necessary, proper and expedient for carrying on the business
of the company.
5) To sign all receipt for money paid to the company and all vouchers of payment made
by the company and such signature shall be an effectual discharge for the money's
therein stated to have been received or paid.
6) All the power, authority and discretion of the Board of Directors of the Company
except as those which are otherwise stated by the Companies Act 1994 or by these
presents are expressly directed to be exercised by the Board of Directors collectively or
by the shareholders in general meeting.

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 SECRETARY
32. The secretary shall in accordance with the Act be appointed by the directors for such term, at
such remuneration, and upon such conditions as they may think fit; and any secretary so
appointed may be removed by them. A director may be the secretary provided that where a
director is the sole director of the company; he shall not act or be appointed as the secretary
of the company.

BANK ACCOUNT

33. The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad
and shall be operated the same by the Joint Signature of the Chairman and the Managing
Director or as per decision by the Board of Directors of the company.

COMMON SEAL

34. The common seal of the Company shall not be affixed to any instrument except by the authority
of a resolution of the Board of Directors in the presence of at least two Directors who shall sign
such instrument to which the seal of the Company is so affixed in their presence.

ACCOUNTS

35. The Directors shall cause to be kept proper books of account with respect to:
a. All sums received and spent by the Company.
b. All sales and purchases of goods and services by the Company.
c. The assets and liabilities of Company.

36. The books of account shall be kept at the registered office of the Company or at such place as
the Directors shall think suitable and shall be open to inspection by the Directors during
business hours.
AUDIT

37. Once at least every year the accounts of the Company shall be examined and the correctness of
the profit and loss account and balance sheet ascertained by one or more Auditors appointed for
the purpose and the provision of section 210 to 213 of the companies Act 1994.

38. The company in general meeting shall fix the remuneration of the auditors except that they fix
the remuneration of any auditor appointed by the Board of Directors.

INDEMNITY

39. The Managing Director and Directors, Officer, Servant shall be indemnity by the Company for
all losses and expenditure incurred by him or them respectively in or about the discharge of
their duty except their willful Act, neglect or default and shall be the duty of the directors to pay
out of the fund of the company in cash all losses and expenses which the Managing Director or

13
 any other directors, officers or servants may in any way incur in the discharge of his or their
duties and the amount for which indemnity is provided shall immediately attach a lien on the
property of the company and have priority over all claims.

ARBITRATION

40. If and whenever any difference shall raise between the Company and any of the members of
their representative touching the construction of any of the Article herein contained or any Act.
matter or thing mad, done or omitted in regard to the rights and liabilities arising hereunder or
arising out of the regulation existing between the parties by reasons of these presents or of the
statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be
appointed by each party and difference to an Umpire to be chosen by the Arbitrators before
entering on the consideration in accordance with the provisions of the Arbitration Act, 2001.

NOTICES

41. A notice may be given by the company to any member either personally or by sending it by
post to him at his registered address, or, if he has no registered address in Bangladesh, to the
address, if any, in Bangladesh supplied by him to the company for the giving of notices to
him. Where a notice is sent by post, service of the notice shall be deemed to be effected by
properly addressing, prepaying, and posting a letter containing the notice, and to have been
effected in the case of a notice of a meeting on the day after the date of its posting, and in
any other case at the time at which the letter would be delivered in the ordinary course of
post.

42. A notice may be given by the company to the joint holders of a share by giving the notice to
the joint holder first named in the register of members in respect of the share.

43. A notice may be given by the company to the persons entitled to a share in consequence of
the death or bankruptcy of a member by sending it through the post in a prepaid letter
addressed to them by name, or by the title of representatives of the deceased, or assignee of
the bankrupt, or by any like description, at the address, if any, in Bangladesh supplied for the
purpose by the persons claiming to be so entitled, or, until such an address has been so
supplied, by giving the notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.

44. Notice of every general meeting shall be given in any manner hereinbefore authorized to:
a) Every member
b) Every person entitled to a share in consequence of the death or bankruptcy of a
member who, but for his death or bankruptcy, would be entitled to receive
notice of the meeting; and
c) The auditor for the time being of the company.
d) No other person shall be entitled to receive notices of general meetings.

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 WINDING UP

45. It the company shall be wound up, the surplus assets shall (subject to any rights attached to
special class of shares forming part of the share capital for the time being of the company) be
applied first in the payment of the capital paid up on the ordinary shares and the excess (if any)
shall be distributed among the members holding ordinary share in proportion of the member of
ordinary shares held by them respectively at the commencement of the winding up.

We the several persons whose names and addresses are subscribed are desirous of being formed
into a company in pursuance of this Articles of Association and we agree to take the number of
shares in the capital of the company set opposite our respective names:

Name, Address and Description of Number of Shares Signature

Subscriber taken

400

200

200

200

Dated 12th Day of August, 2017

Witness to the above signature:

Signature: …………………………………………….

Postal Address: ……………………………………….

Qualifications: ………………………………………..

15
Legal Procedure for Registration of Tasty Chocolate
Company limited:
We need to take registration from the Register of Joint Stock Companies and Firms (RJSC) when
we form a company. We think Bangladesh is a suitable place to form a new business and to get
more profit. We generate an idea and form a business then we have to register our business from
RJSC. RJSC is the only authority to approve registration certificate of incorporation certificate of
a company in the country.

To register a company manually, one has to go to RJSC office and fill the application form. One
can also register through website of the office of the Registrar of Joint Stock Companies and
Firms (RJSC). The web address is www.roc.gov.bd

For Tasty Chocolate Company Limited we follow the register through website of the office of the
Registrar of Joint Stock Companies and Firms (RJSC).

Registration Procedure
There are three distinct steps involved in the Bangladeshi company setup procedure:

a) Name Clearance;

b) Bank account opening and bringing in the paid up capital; and finally

c) Company Registration.

Step b is only applicable if there is any foreign shareholder in the proposed company.

Though there is no Foreign Share Holder in Tasty Chocolate Company Limited, we have follow
two steps company setup procedure:

Name
Company
Clearance
Registration

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Name Clearance:
To set up a Bangladesh company, our first step would be to obtain a name clearance for the
proposed company name. We will have to visit www.roc.gov.bd and create a username first. Then
we will be able to apply for name clearance.

Application Form:

To,
The Registrar of Joint Stock Companies & Firms, 6th
Floor, TCB Bhaban, Kawran Bazar,
Dhaka 1215, Bangladesh.
Sub: Application for clearance of name of proposed Company.
Dear Sir,
Respectfully I beg to state that we have decided to form and incorporate a company in any
of the name as mentioned hereunder:
1.
2.
I shall be highly obliged if you kindly inform me that whether the names or anyone them will be
available for registration or not.
Thanking You.
Yours Faithfully,
( -------------------------------- )
Name, Address and Description of the applicant.

After we made the application for name clearance, we will receive a bank payment slip and we
will have to pay Taka 600 to the designated bank. After making the payment, we will have to log
in to our account on the RJSC website and then we will get the name clearance.

An approved name will be reserved for 6 months from the date of clearance. We can extend the
name by filing an extension request just before the expiry date.

After receiving name clearance from RJSC of submitting company’s name, and make
Memorandum of Association & Article of Association. Memorandum of Association describes all
kinds of business & activities which will be operate by the company and mentioned of shares
distribution of every Director and share holders. All share holder, director, managing director,
Chairman signed it for their proposed share.

17
Article of Association basically written down legal and administrative activities of the company,
as like borrowing powers, power of chairman, managing director, director and share holders,
general meeting procedure, quorum of meeting, vote of member’s, qualification shares of
directors, quorum of board meetings, number of share of directors and share holder’s and all other
operating activities which followed by Company Act 1994.

Company Registration
The last step is to submit all the required information in the RJSC’s website. Also we will be
required to upload Form IX and Subscriber Page.

For the purpose of company incorporation in Bangladesh, the following information is

required by the company registrar:

➢ Evidence of Name Clearance

➢ Memorandum and Articles of association, RJSC requires that the object clause in the
MOA to be within 400 words and 7 clauses.
➢ Filled in Form I : Declaration on registration of Company (Sec-25)
➢ Filled in Form VI : Notice of situation Registered Office and of any change therein
(Sec-77)
➢ Filled in Form IX : Consent of Director to Act ( Sec-92)
➢ Filled in Form X : List of Persons Consenting to be Director (Sec-92)
➢ Filled in Form XII : Particulars of the Directors, Managers, Managing Agents and of
any change therein (Sec-115)
➢ Special Adhesive Stamps and treasury challan from Bangladesh Bank to
treasury(photocopy) of collecting Stamps

Evidence of Name Clearance

We have to submit our Companies Name Clearance evidence to RJSC website, which one is
currently approved by RJSC. That will be our 1st document submission for company registration.

Memorandum and Articles of association:

The company to be incorporated must prepare a memorandum of association (MOA) and articles
of association (AOA). RJSC requires that the object clause in the MOA to be within 400 words
and 7 clauses.

For filing the memorandum and articles of association, the company pays fees based on the
company’s authorized capital.

We will submit memorandum and articles with applicable fees to the designated bank.

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Filled in Form I: Declaration on registration of Company

Form-I

Declaration on Registration of Company

THE COMPANIES ACT, 1994

(See Section 25)

Name of the Company_____________________________________________Declaration of compliance

with the requirements of the companies act, 1994 made pursuant to section 25 (2) on behalf of a company
proposed to be Registered as the____________________________________________

Presented for filing by_______________I,______________________of________do solemnly and

sincerely declare that I am an Advocate* / Attorney/ A Pleader entitled to appear before High Court who is
engaged in the formation of the company/ a person named in the Articles as a Director/ Manager/ Secretary
of the _________and that all the requirements of the Companies Act, 1994 in respect of matters precedent
to the registration of the said company and incidental there to have been complied with, save only the
payment to the fees and sums payable on registration and I make the solemn declaration conscientiously
believing the same to be true.

Signature

Note: The declaration need not to be-

(a) Signed before a magistrate or an officer competent to administer others or

(b) Stamps as a affidavit
________________________________________________________________________________

* Strike out the portion which does not apply

This Form is also known as Application for Registration Form. By filled up this Application
form, people apply for registrar their company.

We “Tasty chocolate company limited” also filled up that form, and submit it to RJSC
website.

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Filled in Form VI: Notice of situation Registered Office and of any
change therein

Regd. No of the Company ------------- Filing Fee Tk. 20/-

FORM VI

Notice of situation of registered office of any change therein

THE COMPANIES ACT, 1994

(See Section 77)

Name of the Company _______________________________________________________

Presented for filing by _______________________________________________________

To,

The Registrar of Joint Stock Companies __________________with Section 77 of the Companies Act, 1994
that the Registered Office of the Company (a) is situated _______________________was removed
from___________________to_____________on the _______________________________ 20 .

Signature

Designation

(Sate whether Director, Manager or Secretary)

N.B- The notice must be filed with Registrar within 28 days of incorporation or of the change, as the case
may be.

a) Strike out the portion which does not apply.

Every company incorporated in Bangladesh must have a registered office in Bangladesh to

which all communications and notices may be addressed. If the address of a company’s
registered office is changed, the company must deliver to the RJSC a notice of change in this
form within 28 days after the change.
We will notify RJSC about our registered address by this form.

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Filled in Form IX: Consent of Director to Act
FORM IX

Consent of Director to Act

THE COMPANIES ACT, 1994

( See sec. 92 )

Name of the Company __________________________________Consent to act as Director/Directors of the

_____________ to be signed and filled pursuant to section 92(1) ( Ka). ________________________ Presented for
filing by _____________________________ To the Registrar of Joint Stock Companies & Firms,
___________________________

I/We, under signed, hereby testify my/our consent to act as Director/Directors of the
______________________________________________________________pursuant to section 92(1) (Ka) of the
Companies Act, 1994.

Signature Address Description

Dated this __________________ day of _____________________20_______.

Notes--- It a Director signs by “his agent authorized writing” the authority must be produced and a copy
attached.

This is the form where all of our directors consent that:

We hereby consent to act as director of Tasty Chocolate Company Limited. Our consent
will continue to be effective until we resign as a director or we revoke our consent.
We certify that we are not disqualified from acting as a director under Company act 1994.

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Filled in Form X: List of Persons Consenting to be Director
FORM X
List of Personal Consenting to be Directors

The Companies Act, 1994

(See Section 92)
Name of the Company______________________________________________List of personal
who have consented to be Directors of the____________________to be filed with the Registrar
pursuant to Section 92 (2_______________________
Presented for filing by ________________________________________________

To

The Registrar of Joint Stock Companies,

I/We, the undersigned, hereby give you notice, pursuant to section 92 (2) of the
Companies Act, 1994, that the following persons have consented to be Directors of
the ___________________________________________________

Name Address Description

Signature, Address and description of applicant for registration.

Dated this ___________________Day of _________________20__

This Form will be filled by list of Director’s name of “Tasty Chocolate Company”. Here we
will include all of our Director’s name, and their designation and all of their description.

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 Filled in Form XII: Particulars of the Directors, Managers, and
Managing Agents and of any changes therein
FORM XII

PARTICULARS OF THE DIRECTORS, MANAGER AND MANAGING AGENTS AND

OF ANY THEREIN

Name of the Company___________________________________________________.

Presented for Filing by___________________________________________.

The present Any Nationality Nationality of Usual Other Business, Date of Changes (C)
name or former origin(other residential Occupation and Appointment
than the Directorship, in any, if
names or name or Address none, state so (b) or Change
surnames names or present
Nationality)
a) surnames
b)

Signature

Designation

Dated this ______Day of _____________20__ (Sate whether Director, Manager or Secretary)

(a) In the ________of a Corporation, its corporate name and registered or principal office should be shown. (b) In
the case of as individual who has no business occupation but any other Directorship or Directorships
___________of the directorship or some of these Directorship must be entered, A complete list of the Directors,
Manager, Managing Agents shown as existing in the last particulars delivered should always be gives. (c) A note of
the change the last list should be made in this columns by placing against a new Directors name of the words in
place of ________________ by writing against a new Directors, name the words “deed”___________ to be as the
case may be, (d) In case of a firm the full name address and nationality of each partner and the date o

For filled up this Form we have to include all of our Director’s particulars, like Name,
Nationality, National ID, tax identification number and all other Residential information
and we have to submit it to RJSC websites.

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Special Adhesive Stamps and treasury challan from Bangladesh
Bank to treasury (photocopy) of collecting Stamps:
Pay adhesive stamp fees at a designated bank. Until recently, special adhesive stamps of value
was affixed to the memorandum of association regardless of the company’s authorized capital.
Provision of Pay order in lieu of stamp was passed on 20 January 2010 under The Stamp Duty
(Additional Modes of Payment Act 1974).

Applicants do not need any-more to buy physical special adhesive stamps. Payment can be made
to the designated bank accounts of the Treasury. Previously all the fees were supposed to be
deposited only in selected branches of Sonali Bank. RJSC has now allowed one of the leading
private sector banks with extensive national coverage the BRAC Bank to collect fees.

Though our company “Tasty Chocolate Company Limited” an authorized capital of more than
BDT 3,000,000(capital of Tasty chocolate company limited10,000,000) the adhesive stamps of
total value BDT 10,000 is required . BDT 500 is required for the memorandum of association
and BDT 1500 for the articles of association.

After we finish all the process, we will receive a bank payment slip for paying the
registration fees along with stamp duty.

After making the payment in the bank, we are done. Now we will have to follow up with the
RJSC for obtaining the incorporation certificate.

RJSC officials will check the documents and information. If they are satisfied, they will issue the
digitally signed:

1) Certificate of Incorporation;
2) MOA and AOA; and
3) Form XII.

These documents will be mailed to our email address associated with our RJSC account.

Some of the other items we will almost certainly need upon registration of our “Tasty
Chocolate Company Limited” include:

➢ Share certificates for each of the shareholders.

➢ Register for shareholders, shares, directors etc.
➢ Company seal for the company
➢ A rubber stamp for the company

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Total Payment for Company Registration:

Particulars Taka (BDT)

Registration fee 36250/-
Registration filing fee 2400/-
Stamp of Memorandum of Association and 9150/-
Articles of Association Fee
Certified Copy MOA+XII+Digital 2200/-
Certificate
Total 50000/-

Applying for Trade License, Tax Identification Number and Other

License
After the incorporation, we should buy a commercial space or rent some space in any
commercial area. Then we need to apply for Trade License and Tax Identification Number.
Depending on our company’s business activities, we may need to obtain more business licenses.

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Conclusion
One may dream of a good business man. Starting the business will be our first step goes forward.
We may face some problem, but facing that problem we can also learn many thing and that will
help us in future, so that we can make our company greater than now.

We will develop our products through research & development (R& D) to improve our products
to be better products in future. We also will try to develop new chocolate taste to make varieties
types of chocolates so that people or customers will always choose us as no. 1 chocolate
manufacturer in the Bangladesh.

We feel that our business will be successful and we will be able to meet the needs of our
customer and give them a 100% satisfied service. Making the name of our business in the
country is our target. We will put our best to make this business a successful one. We are looking
forward to cover up all our expenses and achieve our goal in the proper way. Our business is not
so big, we are very much hopeful that we will be successful one.

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