RJSC Name Clearance: How to Reserve a Company Name in Bangladesh, What Gets Rejected and Why

In this guide: The rules in section 11 · "Group", "Holdings", "International" and other words that attract questions · Validity, extension and expiry · When a clearance is refused · After incorporation: the 120-day risk and changing a name later

The short answer

Log in to app.roc.gov.bd, choose Name Clearance, select the entity type (private company, public company, OPC, partnership firm, society or trade organisation), type the proposed name exactly as it should appear on the certificate, add the promoters’ details and the proposed registered office district, and pay Tk 500 plus VAT online. Search the register first — the portal’s entity search is free — because the fee is not refunded for a refusal. Apply for one name you are confident of rather than three variants; each costs Tk 500 and the Registrar reads them against the same rules. If the name is cleared you receive a name clearance certificate with a reference number and expiry date; that number goes on the incorporation application, the Memorandum and the stamp-duty payment. File the incorporation documents before the expiry or extend once (Tk 200). After incorporation the name is yours, but not absolutely: under s.11(2) the Registrar can direct a change within 120 days if the name turns out to be too close to an earlier one, and ignoring the direction costs the company Tk 500 and each officer Tk 100 for every day of default (s.11(3)).

The rules in section 11

Section 11(1) is the gate: no company may be registered with a name that is identical to, or too nearly resembles, the name of an existing company or one applied for, unless that company consents in writing, is being dissolved, or the resemblance is in generic words. “Too nearly resembles” is judged on how the names look and sound to an ordinary customer: “Padma Agro Limited” against “Padma Agro Industries Limited” will be refused; against “Padma Textiles Limited” it will usually pass. Section 11(4) lets the government gazette undesirable names, and the Registrar refuses names that imply government patronage or connection (the Partnership Act has the same bar for firms, s.58(3)); s.11(5) bars names suggesting a link to the United Nations or WHO without their approval. Separate from the Act, sector laws require a letter of no objection before the Registrar will clear a name containing Bank, Insurance, Leasing, Finance, Investment, Securities, Exchange, University, Medical College, Bangladesh, National, Federal, Republic or a ministry’s name — from Bangladesh Bank, IDRA, BSEC, the UGC or the ministry concerned. The examiners’ internal list is not published; treat any of those words as a letter-first word.

"Group", "Holdings", "International" and other words that attract questions

The word “Group” is the commonest cause of refusal among established businesses. By the Registrar’s notice of 9 February 2015 applicants were asked not to apply for names containing “Group”; the notice states no exception, and the desk refuses it for new companies even where the promoters own other businesses. Use the group name as a trading brand, or a word such as “Holdings” for a real holding company. “Holdings” is cleared more readily but the examiners expect the Memorandum’s objects to include holding shares in other companies. “International”, “Global” and “Overseas” are allowed and mean nothing. A personal name may be used by the person or with their consent. Names in transliterated Bangla are fine; the certificate is issued in the English name as typed, so spell it the way you want it on every bank form afterwards. For an OPC the name must end with “OPC” (s.11A); for a private company “Limited” (the 2020 amendment reserved “PLC” for public companies, so older private companies carrying “PLC” are a drafting accident, not a model).

Validity, extension and expiry

The clearance certificate states its expiry. The current reservation is 30 days (the Act itself sets no period, and some older guides still say 60); read the date on your own certificate. One extension is available online for Tk 200 before expiry. After expiry the name is released and someone else may take it; a fresh application costs the full Tk 500 and is examined afresh, so if the Memorandum is delayed — foreign subscribers waiting on an encashment certificate is the usual reason — extend early rather than re-apply. A clearance is tied to the entity type: a name cleared for a partnership firm cannot be used to incorporate a company without a new clearance.

When a clearance is refused

The portal shows the reason in a line: similar name exists, restricted word, insufficient documents or undesirable. For a similarity refusal there are three routes. First, change the distinctive element rather than add a descriptor — “Padma Agro” to “Padma Harvest”, not “Padma Agro Enterprise”. Second, obtain the existing company’s written consent (a board resolution and a letter), which s.11(1) accepts; group companies and family businesses use this constantly. Third, where the existing name belongs to a struck-off or long-dormant company, ask the Registrar in writing to treat it as available; the Act allows it where the earlier company is being dissolved, and the desk sometimes extends it to defunct companies on evidence. A refusal is not appealable as such, but an application to the Registrar with a reasoned letter is read, and the Company Court can review a plainly wrong refusal under its general jurisdiction. Budget a week.

After incorporation: the 120-day risk and changing a name later

A clearance is the examiner’s opinion on that day; it does not bind an aggrieved company. If, within 120 days of registration, the Registrar finds the name identical to or too like an earlier one — usually because the earlier company complains — s.11(2) lets the Registrar direct a change, and the company must comply within the time given. Beyond 120 days the remedy for the earlier company is a passing-off or trademark action in the civil court, not the Registrar. Trademark and company name are separate registers: clearing “Padma Harvest Limited” at RJSC does not stop someone registering PADMA HARVEST as a mark at the DPDT, and a registered mark can be used to force a company name change. For a business that will carry the name on products, file the trademark the same week. Changing a name voluntarily later takes a special resolution and the Registrar’s prior approval under s.11(6); the procedure, Form VIII and fees are in our name change and MoA/AoA guide.