REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

Abstract
My paper’s purpose was to comprehensive discussion on RJSC and chronological process to form
a private limited company in Bangladesh. I chose this topic because I was interested in RJSC and
I was also interested to know how to register company. The only authority is The Registrar of Joint
Stock Companies and Firms (RJSC) which facilitates the formation of companies and keeps track
of all ownership related issues as prescribed by the laws in Bangladesh. The head of the RJSC is the
registrar. Based on this paper, the step of register are a) Name Clearance b) Company Registration.

Methodology
The study is performed based on the information extracted from different sources collected by
using a specific methodology.
Secondary Sources:
 Office of the Registrar of Joint Stock Companies and Firms.
 Registration process of Private Limited Company in Bangladesh. (November 21, 2015).
 Internet and various study selected reports.

1. Comprehensive Discussion on RJSC

Joint Stock Company

General definition: In simple term, a company is an association constituted by a group of persons
for the purpose of carrying on a business with a view to earning profit.

According to chief justice Marshal, “a corporation is an artificial being, invisible, intangible, existing only
in contemplation of the law. Being a mere culture of law. It possess only the properties which the charter
of the creation confers upon in either expressly or as incidental to its very existence.”

Some interesting characteristics of a company and thus defines company as follows:

1) A company is registered by the law as a person.

2) The company’s money and property belongs to the company and not to the shareholders.

3) A company must have members.

REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

Statutory definition: Sec 2(1) (C) of the companies act, 1994 provides “Company means company
formed and registered under this act or any existing company.”

Sec 2(1) (h), Companies Act 1994 also provides the meaning of existing company as follows,

“Existing company” means a company formed and registered under any law relating to companies in force
at any time before the commencement of this act.

REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

The only authority is The Registrar of Joint Stock Companies and Firms (RJSC) which facilitates
the formation of companies and keeps track of all ownership related issues as prescribed by the laws in
Bangladesh.

RJSC deals with the following types of entities:

 Private companies
 Public companies
 Foreign companies
 Trade organizations
 Societies, and
 Partnership firms

RJSC grants registration and ensures lawful administration of the entities under the provisions of applicable
act as under:

1. Companies and Trade Organizations : Companies Act, 1994 (Amendment of Companies Act
1913
2. Societies : Societies Registration Act, 1860
3. Partnership Firms : Partnership Act, 1932

Historical Background
After the partition of India, the Office of the Registrar of Joint Stock Companies &
Firms under the Ministry of Commerce was first set up in Chittagong, the port and 2nd biggest
city of Bangladesh with some files and records of Companies, Associations (Trade
Organizations) and partnership firms received from Kolkata, India. The office was transferred
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

to Dhaka, the capital of Bangladesh in 1962. Currently there are around 110,000 entities
registered under RJSC.

ORGANOGRAM AND STAFFING

The head of the RJSC is the registrar. After the registrar, there is one deputy registrar in Dhaka. The
divisional offices at Chittagong, Khulna and Rajshahi are run under the administrative control of the
Registrar with one Assistant Registrar being In-Charge of the respective divisional office.
In coming future, there will be four more divisional offices setup at Sylhet, Barisal, Bogra and Comilla.
Manpower will then increase from present 39 to 58, with distribution as 20 in Dhaka, 10 in Chittagong and
4-6 in each office of Rajshahi, Khulna, Sylhet, Barisal, Bogra and Comilla.

RJSC BUSINESS
The business of RJSC is -
i. To incorporate Companies (including Trade Organization), Societies and Partnership Firms
under the respective Companies Act 1994, Societies Registration Act 1860 and Partnership
Act 1932, and
ii. To administer and enforce the relevant statutory provisions of these acts in relation to the
incorporated companies (including Trade Organization), societies and partnership firms.

RJSC business is split into the following major business processes:

i. Name Clearance : This is a pre-requisite for registration of a new company
(other than Foreign Company) or a society or a trade
organization.
Promoters of a new entity (company, society or trade
organization) apply for, and RJSC provides name clearance
for one of the proposed names upon satisfaction that it does
not closely match or resembles with any of the already
taken names (registered, booked or under the process of
registration of the same entity type)

ii. Registration : Promoters of a new entity apply for, and RJSC issues a
certificate of incorporation for a new entity upon
satisfaction that the application conforms to the provisions
of the applicable act and that requisite fees are paid.

iii. Returns Filing
: Registered entities are to file returns in prescribed forms
& schedules, and RJSC upon satisfaction approves and
archives such records. There are two (2) types of returns,
viz., ‘Annual Returns’ and ‘Returns for any Change in the
Entity’
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

iv. Issuance of certified copies
v. Winding up
: Anyone can apply for certified copy of record(s) of an
entity. In response to any such application and after getting
requisite payment, RJSC issues certified copy of the
historical records of an entity. Profit & loss account is
however open to only authorized personnel of the
respective entity.
: A company having resolved to or the court makes an order
or Memorandum & Articles of Association provide so for
winding up of the company, submits to RJSC documents of
winding up procedures and dissolution.

vi. Struck Off : RJSC strikes off the Register a company’s name if it is not
in operation any more.

2. Chronological Process to Form a Private Limited Company in Bangladesh

A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for
the company’s debts beyond the amount of share capital they have contributed. According to the Companies
Act 1994, any person (foreign or local) above the age of 18 can register a company in Bangladesh.
When I will open a private company, following procedures need to be done:

Required Documents I will need:

 Company Name.
 Memorandum of Association and Articles of Association.
 Shareholders Particulars
 Directors Particulars
 Registered Address
 Signed Form IX and Subscriber Page.

REGISTRATION PROCEDURE

The steps of registration of my private bank will be:

a) Name Clearance

b) Company Registration.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

STEP 1: NAME CLEARANCE

My first step would be to obtain a name clearance for the proposed company name. I will have to
visit www.roc.gov.bd and create a username first. Then I will be able to apply for name clearance. After I
made the application for name clearance, I will receive a bank payment slip and I will have to pay Taka
600 to the designated bank. After making the payment, I will have to log in to my account on the RJSC
website and then I will get the name clearance.

STEP 2: REGISTER COMPANY

The last step I will follow is to submit all the required information in the RJSC’s website. Also I will
be required to upload Form IX and Subscriber Page. After I finish all the process, I will receive a bank
payment slip for paying the registration fees along with stamp duty.

After making the payment in the bank, I will be done. Now I 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

i) Certificate of Incorporation

ii) Memorandum of Association (MoA) and Articles of Association (AoA) and

iii) Form XII. These documents will be mailed to my email address associated with my RJSC
account.

APPLYING FOR TRADE LICENSE, TAX IDENTIFICATION NUMBER AND OTHER

LICENSES

After the incorporation, I should buy a commercial space or rent some space in any commercial area.

Then I will need to apply for Trade License and Tax Identification Number. Depending on my company’s
business activities, I may need to obtain more business licenses.
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

Reference

Company registration in Bangladesh.

Retrieved From

https://resource.ogrlegal.com/company-registration-in-bangladesh/

Office of the Registrar of Joint Stock Companies and Firms.

Retrieved From
http://www.roc.gov.bd/

REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC).

Retrieved From
http://www.companysecretarybd.net/rjsc.php
REGISTRAR OF JOINT STOCK COMPANIES & FIRMS (RJSC)

Registration process of Private Limited Company in Bangladesh. (November 21, 2015).

Retrieved from

https://www.linkedin.com/pulse/registration-process-private-limited-company-
bangladesh-hasib/