Incorporating a Non-Profit Organization under Section 28 of the Companies Act 1994 | A Comprehensive Guide

 

Incorporating a non-profit organization in Bangladesh is a structured process governed by Section 28 of the Companies Act, 1994. This section allows for the formation of an association as a non-profit company, conforming to the rules and regulations of a company with limited liability, provided it obtains a license from the Bangladesh Registrar of Joint Stock Companies and Firms (RJSC) under the Ministry of Commerce. Below, we provide a comprehensive guide to this process, highlighting how LegalSeba can assist you every step of the way.

Eligibility and Purpose

Non-profit organizations incorporated under Section 28 must demonstrate their intent to promote commerce, art, science, religion, charity, or any other useful objectives. These organizations must apply their profits or income solely to the promotion of their objectives without distributing any dividends to their members.

Process of Incorporation

Step 1: Issuance of Name Clearance

The first step involves obtaining a name clearance from the RJSC. This ensures that the proposed name for the organization is unique and not already in use.

Step 2: Application Submission

Prepare and submit the application to the RJSC along with the Memorandum of Association and the name clearance letter. This submission must include all other required documents, such as the list of members, details of the executive committee, and the rules and regulations governing the organization.

Step 3: Payment of Government Fees

Pay the requisite government fees. The amount depends on the nature and scope of the organization’s activities.

Step 4: Security Check

A security check will be conducted by law enforcement agencies, including the Special Branch of Police and National Security Intelligence (NSI). This step ensures the organization’s activities align with national security and public order.

Step 5: Inspection, Monitoring, and Review

The concerned authorities will conduct a thorough inspection, monitoring, and review of the organization to verify the information provided and ensure compliance with all regulatory requirements.

Step 6: Issuance of Registration

If the authorities are satisfied with the inspection and review, the organization will be issued a registration certificate. This certificate formally acknowledges the organization as a registered entity under the Companies Act, 1994.

Privileges and Obligations

Upon registration, the organization will enjoy all the privileges of limited companies but will be exempt from using the word “Limited” in its name. However, it must adhere to specific conditions and restrictions imposed by the government, which will be binding and included in the memorandum and articles of association.

Cancellation of License

The government holds the authority to cancel the license at any time. In such cases, the Registrar will add the word “Limited” to the name of the organization in the register, and the organization will lose the exemptions and privileges previously granted. Before cancellation, the government will provide a notice of intention and grounds for cancellation, offering the organization an opportunity to submit a representation in opposition.

How LegalSeba Can Assist You

At LegalSeba, we offer a robust suite of services to facilitate the incorporation of your non-profit organization under Section 28 of the Companies Act, 1994. Our offerings include:

Expert Consultation: We provide comprehensive advice on eligibility criteria, documentation requirements, and regulatory compliance tailored to your organization’s specific needs.

Document Preparation: Our team assists in the meticulous preparation and collection of all necessary documents to ensure that your application meets all legal standards.

Application Management: We handle the entire application process, from submission to approval, ensuring all procedural steps are meticulously followed.

Continuous Follow-up: We maintain regular communication with regulatory bodies to track the status of your application and promptly address any queries or additional requirements.

Inspection Preparation: We help you prepare for regulatory inspections, ensuring your infrastructure and operations comply with all necessary standards.

Lobbying with Authorities: We facilitate effective communication with government authorities to streamline the registration process.

By choosing LegalSeba, you can navigate the complex regulatory environment with confidence, allowing you to focus on your organization’s mission. Contact us today to begin your journey towards establishing a registered non-profit organization in Bangladesh.

Contact Us

For personalized assistance and more information on registering and operating your non-profit organization under Section 28 of the Companies Act, 1994, reach out to LegalSeba and book a consultation with our experts by visiting LegalSeba.com/book-now or contact us at:

Phone/WhatsApp: +8801753718223
Email: support@legalseba.com