Registrar of Joint Stock Companies In Bangladesh

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Registrar of Joint Stock Companies In Bangladesh

The Registrar of Joint Stock Company and Firms (RJSC) is the sole entity responsible for facilitating the formation of companies and keeping track of all ownership issues as required by Bangladeshi law. The Office of the Registrar of Joint Stock Companies and Firms, Bangladesh, is headed by the Registrar.


The following sorts of entities are dealt with by RJSC:


  1. Private companies
  2. Public companies
  3. Foreign companies
  4. Trade organizations
  5. Societies, and
  6. Partnership firms


Under the terms of the applicable act, RJSC grants registration and ensures legitimate management of the entities as follows:


  1. Companies and Trade Organizations: The Companies Act of 1994 (Amendment to the Companies Act of 1913)
  2. The Societies Registration Act of 1860 regulates the formation of societies.
  3. Partnership firms are governed under the Partnership Act of 1932.


Registrar of Joint Stock Companies In Bangladesh

Core Activities Of RJSC In Bangladesh

RJSC’s main functions and activities are as follows:


1. To form companies (including trade associations), societies, and partnership firms under the Companies Act of 1994, Societies Registration Act of 1860, and Partnership Act of 1932, respectively.


2. Incorporated companies (including Trade Organizations), societies, and partnership firms are subject to the applicable statutory provisions of these acts, which must be administered and enforced.

Core Benefits of Joint-Stock Companies

Joint-stock businesses enable a strong firm to form and prosper when many people collaborate. Each shareholder makes a financial investment in the company and reaps the rewards. Up to the amount invested, each shareholder owns a portion of the corporation.


Additional benefits come with ownership. A joint-stock corporation’s shareholders have a say in everything that happens without having to run the company. A board of directors is elected by shareholders to govern the firm on their behalf. Positions are typically filled once a year by-elections, though the specifics may vary by firm.


Shareholders vote not only for the board of directors, but also for annual reports, budgets, and the way the company’s accounts are set up. In rare cases, if a position is not filled or becomes vacant, specific shareholders may be asked to fill it. Individuals are normally chosen by consensus among those occupying the other posts and the remainder of the company’s stockholders, however, this isn’t a common occurrence.

Limited Liability Companies (LLCs)

Joint-stock firms and limited liability businesses are often used interchangeably in today’s corporate law (LLCs). What exactly does this imply? Private corporations are formed by forming a limited liability company (LLC). They’re a hybrid, combining the advantages of a pass-through taxation partnership with the advantages of a corporation.


The best thing about an LLC is how flexible it is and how helpful it is to all of its members. Each company participant (each shareholder) is liable for the firm’s debts, but only to the extent that they have invested in the entity. It is consistent with the concept stated above, namely that each shareholder owns and is responsible for the percentage of shares in the joint-stock business that they possess.

Legal Formation Of Joint Stock Company

The first step in forming a company is for a group of people known as PROMOTERS to come together and form it in order to carry on a joint-stock enterprise. They create certain legal documents and complete all steps required for the company’s registration. They persuade responsible individuals to serve as the company’s first directors.


According to the regulation, public firms must have a minimum of seven promoters and private enterprises must have a minimum of two promoters. They must prepare and file the following paperwork with the Registrar of Joint-Stock Companies in the province where the company’s registered office will be located: (Section 30)


  1. Memorandum of Association
  2. Articles of Association: If a corporation accepts Table ‘A’ in its entirety, it is not required to file any special articles; nonetheless, this fact must be acknowledged in the Memorandum of Association. In the event of a public corporation, these documents must be stamped and signed by at least seven people, and in the case of a private firm, at least two people.
  3. A statement that shows the company’s authorized or registered capital.
  4. A list of people who have agreed to serve as the company’s initial directors.
  5. Their formal permission to serve on the board of directors.
  6. Notice of the company’s registered office’s current situation (Section 142)
  7. The directors’ written declaration that they will take up and pay for their qualification shares.
  8. A legislative declaration that the law’s registration requirements have been met in full.

Why Joint Stock Company is Good?

1. Flexibility


Because the corporation is managed by a small group of people known as the board of directors, they are in a position to make new adjustments. Human capabilities and capital resources can be adapted to the new scenario. If the director is discovered to be unconcerned about this, he may be removed from his position.


2. Risk of Loss to a Minimum


This organization has a very low risk of losing money. If there is a loss, a large number of investors will bear it. As a result, unlike in a partnership, the burden cannot be contained to a few hands.


3. Economic activity is increasing


Joint stock enterprises boost the country’s economic activity. These are the government’s primary source of revenue. Industrial units create things on a huge scale, allowing them to provide basic necessities at a low cost.


5. Business Expansion


It can increase its business activities for productive objectives since it can raise a large quantity of capital through the issuance of shares, debentures, and bonds. In the case of a public corporation, there is no restriction to the maximum number of shareholders, capital can be expanded, and enormous businesses can be started. However, due to a shortage of funds, it is not possible in another form of the organization.

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FAQs For RJSC in Bangladesh

What is the registration of a joint stock company?

Joint stock company refers to a company or organization that has been registered under the Companies Act or a special Act of Parliament. In truth, a business does not exist until the Registrar of Companies issues it with a Certificate of Incorporation. (2) In other words, registering a business is identical to starting a business.

How does a joint-stock company work?

A joint-stock company is one in which the shareholders own the company. Shareholders own a portion of the corporation and buy and sell shares. The number of shares owned by each individual determines the percentage of ownership. Joint-stock firms are typically founded to help a business succeed.

What is an ROC report?

ROC Search Report (“Search Report”) is a report prepared by a practicing CA, CS or advocate after inspecting documents or records maintained with ROC about a company. It is a tool for the details of a company’s record holder or bank.

What happens if a company is not registered?

A company cannot come into existence until it is registered. If a firm is not registered it does not cease to be known as a firm, it still exists under the law of the eye.

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