Business and Entrepreneurship Course Overview

Course Code

BUS 301

Opening a Private Limited Company Steps

Step 1: Name Clearance from RJSC

• Choose a unique name.
• Apply for Name Clearance via RJSC online portal.
• Reserve approved name for one month.

Step 2: Drafting Company Documents

• Memorandum of Association (MoA): Defines business objectives and scope.
• Articles of Association (AoA): Outlines internal governance and rules.
• Form IX: Consent of directors.
• Form XII: Details of directors and shareholders.

Step 3: Opening a Bank Account (for Foreign Shareholders)

• Temporary account for foreign shareholders.
• Deposit share capital before incorporation.
• Obtain Bank Encashment Certificate for RJSC.

Step 4: Submitting Documents to RJSC

• Submit MoA, AoA, Form IX, Form XII, and Name Clearance certificate.
• Pay registration fees based on authorized capital.

Step 5: Obtaining the Certificate of Incorporation

• RJSC verifies documents.
• Certificate of Incorporation confirms legal existence.

Step 6: Post-Incorporation Formalities

• Obtain TIN from NBR.
• Register for VAT.
• Open business bank account.
• Obtain necessary trade licenses.

Step 7: Compliance and Operational Readiness

• Hold first Board Meeting and issue share certificates.
• Maintain statutory books and submit annual returns.

Legal Matters

Name Clearance Certificate Costs

• BDT 600 for name clearance.

Stamp Duty Payment

• BDT 3,000 for AoA + BDT 1,000 for MoA.

Registration at RJSC

• Required documents: Name clearance, MoA, AoA, forms, consent of directors.
• Total costs: BDT 9,975 for authorized capital requirements.

Trade License Acquisition

• BDT 1,000 – 20,000 License Fee + BDT 10 Application Fee.
• Required documents for application include ID, TIN certificate, and incorporation certificate.

TIN and VAT Registration

• Steps include submitting application forms and verification by NBR officials.

Registration with BIDA

• Collect and submit local investment form.
• Costs: BDT 5,000 registration fee, required documents include Trade License, Certificate of Incorporation.

Business Environment Overview

Internal Environment Factors (Controllable)

• Company Culture, Employees & Management, Organizational Structure, Financial Resources, Company Policies, Physical Resources.

External Environment Factors (Uncontrollable)

Micro Environment

• Customers, Suppliers, Competitors, Intermediaries, Public & Media.

Macro Environment

• Economic, Political & Legal, Social & Cultural, Technological, Environmental, Global influences.