Company registration in Bangladesh
This guide will provide you a detailed overview of company registration requirements, procedure, and timeline for registering a private limited company in Bangladesh. Like most other jurisdictions, Bangladesh has a set of initial and ongoing regulatory compliance requirements for starting and operating a company.
When considering the registration of a new company or relocation of your existing company to Bangladesh, note that most Bangladeshi companies are registered as private limited liability companies (commonly known as private limited companies). 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.
If you are a foreign investor, we recommend you to read our article on foreign investment. It will help you to understand the legal regime about foreign investment in Bangladesh.
Pre-Registration – What You Need to Know
Key facts about company formation
Company Name. The name must be approved (cleared) before incorporation of the company in Bangladesh.
Directors. Minimum two directors are mandatory. Directors can be either local or foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. The law requires that a director must own qualification shares stated in the Articles of Association. A shareholder which is not a natural person (i.e. a company) can select nominee director.
Shareholders. A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company or trust. 100% local or foreign shareholding is allowed. New shares can be issued or existing shares can be transferred to another person any time after the Bangladeshi company has gone through the incorporation process.
Authorized Capital. You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain unissued. There is no minimum or maximum limit for authorized capital in Bangladesh.
Paid-up Capital. Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased any time after the incorporation of the company.
Registered Address. In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box.
Memorandum and Articles of Association. The company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA).
Considerations for foreigners
Foreigners wishing to open a Bangladesh company, must take into consideration the following points:
- You must open a bank account in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) i.e. the registrar of companies and bring in the initial paid up capital. This is a mandatory for company incorporation in Bangladesh.
- All company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose.
- All the director and shareholders can be foreigner.
- There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis.
- If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit.
Required Documents
For the purpose of company incorporation in Bangladesh, the following information is required by the company registrar:
- Company Name. A name clearance must be obtained.
- Memorandum of Association and Articles of Association. RJSC requires that the object clause in the MoA to be within 400 words and 7 clauses.
- Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
- Directors Particulars (including Tax Identification Number)
- Registered Address
- Singed Form IX and Subscriber Page. Scanned copy in pdf will be required.
- For foreigners: Copy of passport of shareholder and director.
Registration Procedure
Company registration procedure in Bangladesh is partially computerized.
There are three distinct steps involved in the Bangladeshi company setup procedure: a) Name Clearance; ii) Bank account opening and bringing in the paid-up capital; and finally b) Company Registration. Step ii is only applicable if there is any foreign shareholder in the proposed company.
Step 1: Name Clearance
To set up a Bangladesh company, your first step would be to obtain a name clearance for the proposed company name. You will have to visit www.roc.gov.bd and create a username first. Then you will be able to apply for name clearance. After you made the application for name clearance, you will receive a bank payment slip and you will have to pay Taka 600 to the designated bank. After making the payment, you will have to log in to your account on the RJSC website and then you will get the name clearance.
You may read this guide prepared by RJSC for name clearance.
Tip: use Internet Explorer and Mozilla Firefox while using the RJSC website. Other browser might not work properly.
To improve your chances of quick name approval, make sure the name:
- is not identical or too similar to any existing local company names
- does not infringe with any trademarks
- is not obscene or vulgar
- is not already reserved
An approved name will be reserved for 6 months from the date of clearance. You can extend the name by filing an extension request just before the expiry date.
Step 2: Bank account opening and bringing in the paid-up capital
This step is only applicable if the proposed company has foreign shareholding.
Next, you will have to open a bank account in the proposed company name with any scheduled bank in Bangladesh. After opening the account, you will have to remit money equal to the shares to be owned by the foreign shareholder from outside Bangladesh in the account. The Bank will issue an Encashment Certificate which will be required by RJSC for incorporation.
Step 3: Register Company
The last step is to submit all the required information in the RJSC’s website. Also you will be required to upload Form IX and Subscriber Page. After you finish all the process, you will receive a bank payment slip for paying the registration fees along with stamp duty.
You may read this guide prepared by RJSC for submitting all the information in the RJSC’s website.
After making the payment in the bank, you are done. Now you 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) MoA and AoA; and iii) Form XII. These documents will be mailed to your email address associated with your RJSC account.
There are cases when the incorporation procedure can get delayed if the shareholders or directors are of certain nationalities, although this happens in rare cases only. In such cases, the authorities might ask for additional information.
Post-Registration Formalities
Documents Issued by RJSC:
- Certificate of Incorporation: RJSC will issue a Certificate of Incorporation of the company. The certificate will have the registration number, name of the company and the date of incorporation.
- Form XII: Form XII contains the list of directors of the incorporated company.
- Certified copies of MoA and AoA
Some of the other items you will almost certainly need upon registration of your Bangladeshi company include:
- Share certificates for each of the shareholders.
- Register for shareholders, shares, directors etc.
- Company seal for the company
- A rubber stamp for the company
Applying for Trade License, Tax Identification Number and other licenses
After the incorporation, you should buy a commercial space or rent some space in any commercial area.
Then you need to apply for Trade License and Tax Identification Number. Depending on your company’s business activities, you may need to obtain more business licenses.
Return Filing Requirements
Annual Return: Each calendar year, an Annual General Meeting must be held. The AGM must be conducted within 18 months of company incorporation, after which no more than 15 months can elapse between one AGM and the next.
Regular Return: In case of any change in the board of directors or in the shareholding structure or any other change, a relevant return must be filed with the RJSC within a certain period of time.
If you need professional help with company incorporation, please contact us.
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License and Approval
Below we have compiled a list of licenses/approvals/permits/certificates, which are most frequently required for doing business in Bangladesh. Please note that there are some other licenses/approvals/permits, which are not mentioned here.
Unless you are conducting your business as a proprietorship, you will be required to register a Partnership or Company prior to obtaining these licenses/approvals/permits/certificate.
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Opening a company in Bangladesh
Companies Act, 1994 provides the basics of incorporation of a new company
If you are an entrepreneur and hoping to start your own business, you need to register your firm under the Companies Act, 1994. Here is a general guideline for new entrepreneurs who want to get their company registered in Bangladesh.
The regulatory authority
The Registrar of Joint Stock Companies and Firms (RJSC) is the regulatory authority which facilitates formation of companies and firms. The body is also responsible for keeping track of all ownership related issues as prescribed by the laws in Bangladesh. The Registrar is the head of the office of the Registrar of Joint Stock Companies and Firms, Bangladesh.
Types of companies
There are many types of business entities. So, before you start the process of registering your firm, you need to make sure what kind of a company you are going to open. RJSC deals with the following types of entities:
- Private companies
- Public companies
- Foreign companies
- Trade organizations
- Societies, and
- Partnership firms
The laws involved
RJSC accords registration and ensures lawful administration of the entities under the provisions of applicable act as under:
l Companies and trade organizations: Companies Act, 1994 (Amendment of Companies Act, 1913)
l Societies: Societies Registration Act, 1860
l Partnership Firms: Partnership Act, 1932
Name Clearance
This is a pre-requisite for registration of a new company (other than Foreign Company) or a society or a trade organization.
The search for the availability of a company name was computerized in 2003. After checking that the proposed company name is available for registration, the entrepreneur has to apply for name clearance through RJSC website.
RJSC provides name clearance for one of the proposed names upon satisfaction that it does not closely match or resembles with any of the names that have already been taken. The status of the application can be checked online and is usually accepted or rejected within one working day. If accepted, the company name is reserved for six months. A print out of the name clearance certificate must be submitted to the RJSC, along with the other required documents for incorporation.
Payment of stamp fees
One has to pay adhesive stamp fees at a designated bank. Payment can be made to the designated bank accounts of the Treasury. Previously all the fees were supposed to be deposited only in selected branches of Sonali Bank. RJSC has now allowed one of the leading private sector banks with extensive national coverage ie BRAC Bank to collect fees.
For an authorized share capital of up to Tk1,000,000, the total stamp duty fees are Tk2,500. These include Tk2,000 for affixing stamps on the Articles of Association, and Tk500 for stamps on the Memorandum of Association.
Submission of necessary documents
To register a company, the following documents must be submitted to the registrar:
- Name clearance certificate
- Memorandum and Articles of Association
- Form I (Declaration on the registration of the company)
- Form VI (Notice of the registered office)
- Form IX (Consent to act as directors)
- Form X (The list of persons consenting to act as directors)
- Form XII (Particulars of the directors, managers, and managing agents)
- Proof of payment (i.e. receipt from the designated bank) for Treasury Stamps
- The registration fees payable at a designated bank
- For filing six documents (five filled in forms and the Memorandum and Articles of Association, the fee is Tk200 per document): Tk1,200
- For an authorized share capital of up to Tk20,000, the fee is Tk360.
- An additional fee of Tk180 is applicable for every Tk10,000 or part from the first Tk20,000 up until Tk50,000
- An additional fee of Tk45 is applicable for every Tk10,000 or part from the first Tk50,000 up until Tk1,000,000
Obtain a tax identification number (TIN)
In order to start business operations, every company must register for taxes at the appropriate taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and obtain a tax identification number.
Register for VAT
For VAT purposes, companies register with the Customs, Excise, and VAT Commission under the National Board of Revenue. The company’s VAT is regulated by the Customs, VAT and Excise Department of the region in which it
operates.
Obtain a trade license
Companies have to obtain a trade license from the city corporation. Recently, Dhaka City Corporation has been divided into two zones: The North Zone and the South Zone. The proposed company will have to file its application at the nearest city corporation office.
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BANGLADESH FOREIGN COMPANY REGISTRATION-FORMATION, INCORPORATION
- Limited Liability Company registration in Bangladesh (subsidiary or private limited company)
- Joint Venture company registration in Bangladesh,JV
- Branch Office registration in Bangladesh
The following information will help the foreign entrepreneurs registering a company in Bangladesh. Rules and process of Bangladesh foreign company registration-formation as local entrepreneurs and the foreign entrepreneurs are different from each other. Besides, fees, government official additional expenses, time and behavior are not same like local investors. Without government officers and staffs and artificial complexity no one get the licenses or pass the documents to start a business in Bangladesh. Bangladesh is a beautiful country because everything is possible to be done.
COMPANY INCORPORATION IN BANGLADESH
Steps of new company registration in Bangladesh as foreigner are given below:
- Promoters will present in meeting to pass resolution of new company registration in Bangladesh;
- Multiple names can be selected in meeting minutes to check availability;
- Each entrepreneur shall put Signature and the chairman shall put another signature at the end of meeting minutes copy as initial process of Bangladesh foreign company registration-formation;
- Shareholding position of the directors shall be written in board meeting copy;
- Objectives of the business shall be writing in the board meeting minutes as record;
- Name reservation of the corporation namely for example (XYZ LIMITED) is a part of new company registration in Bangladesh;
- Entrepreneurs shall remit an amount as equity (partially or whole) to a temporary bank account and bank will supply a certificate of encashment that shall be enclosed with other documents to register a company in Bangladesh;
- Prepare MoA and AoA according to Company Act, 1994 of Bangladesh, provided that 7 objectives can be added at most but 3 or 4 objectives are preferred to company incorporation in Bangladesh;
- Pay the government fees, stumps fees and certificate fees to schedule bank of RJSC. Other official expenses may require passing the application of incorporation from RJSC;
- Apply for obtaining income tax (TIN) certificate providing original passport to NBR, provided that TIN is optional in case of foreign investors as new rules of Bangladesh foreign company registration-formation;
- Fill up prescribe forms (XII, VI, IX, X) available in website of RJSC where basic information with signature are required of the directors;
- Appoint lawyer/ legal representative/ attorney who is expert to complete company registration process in Bangladesh especially expert on fdi rules and Bangladesh foreign company registration-formation;
- Passport copy (scan) of the sponsors is enough to fill up required fields of memorandum and article of associations;
- Do you know what copies are supplied from RJSC? There are three copies namely incorporation certificate, form XII and MoA and AoA are supplied to the owners through email, no hard copies are supplied from RJSC office as digital system;
- Consultant or expert shall apply for obtaining business income tax (TIN) providing received copies of RJSC;
- Consultant or expert shall apply for obtaining trade license from regional office of city corporation with supporting copies, provided that without trade license no banks will permit to make your temporary account active;
- You are eligible to open bank account after obtaining above papers (3 papers of RJSC, Income Tax (TIN) and trade license);
- Obtaining VAT license is another part of completion a company registration in Bangladesh. Consultant or expert shall apply for VAT certificate enclosing required papers to regional VAT office;
- Forward all papers to become a member of Chamber of Commerce or, BGMEA, BKMEA or any other association that is another part of new company incorporation in Bangladesh;
- Consultant or expert shall apply for export and import license enclosing all papers (above mentioning to permission in Bangladesh foreign company registration-formation), collect check list from government office or our office;
These are basic papers requirement to register a company in Bangladesh we call Bangladesh foreign company registration-formation. Some additional papers or permissions are required as follows to setup a factory, manufacturing, garments industry & production company in Bangladesh:
- Obtaining fire license is another paper to complete company registration in Bangladesh;
- Plan approval copy is required to establish a manufacture company in Bangladesh;
- All above obtaining copies have to supply to labor ministry getting permission of factory licensing;
- BOSTRO ODHIDOPTOR (under cloth ministry) is main authority to permit a garments or textile industry registration in Bangladesh;
- VAT (Value added tax) licensing application shall be come in picture at the end in case of establishing manufacturing industry in Bangladesh;
- BOI, Board of Investment is another body of government to permit business visa, work permit, industrial licensing in Bangladesh;
Time line of company registration in Bangladesh as foreigner
| License | Particular | Authority | Time Line |
| Incorporation | MoA & AoA with director’s information, encashment and forms. 3 certified copies are supplied from RJSC Incorporation, particular of directors (form XII) and MoA & AoA | Registrar of Joint Stock Companies And Firms-RJSC, | 3-5 days |
| Trade License | Trade license is must to start business in Bangladesh; | City corporation north, City corporation south, Union Porishad | 3 days |
| Tax Identification Number (TIN) | TIN is optional for the foreign directors. TIN is requiring doc to register a company in Bangladesh. Original passport should provide before officer to be seen and authentication. | National Board of Revenue (NBR), eTIN | 1 hour |
| VAT (Value Added Tax) | Regional office of VAT serves within its jurisdiction. RJSC certified copies, TIN, trade license, bank solvency certificate, rental agreement copies are supporting documents to apply for VAT license. | NBR, VAT office north, field office, VAT office East | 5-7 days |
| Membership of chamber of commerce | Generally, export, import license holders and manufacturing industry apply to obtain certificate | BGMEA, BKMEA, India Bangladesh, German Bangladesh, Japan Bangladesh chamber of commerce | 7-30 days |
| Export and import (IRC & ERC) | Supporting papers: Trade license, Chamber certificate, TIN, Bank solvency, rental agreement, employment list, Passport, Photo, main application form, RJSC certified copies, undertaking, Bank deposit Chalan (government fees). | Chief controller of export & import | 7-10 days |
| Fire License | Supporting papers: Approved building layout plan, bank draft, trade license, RJSC certified copies, Instrument purchase list, machineries list | Fire service & civil Defense | 7-10 days |
| Factory license | Supporting papers: Fire license, Trade license, Building outlet plan, agreement of rent, photo, application, bank draft, RJSC certified copies, list of man power, machineries list. | Ministry of Labor and Employment | 3-5 days |
| BOSTRO ODHIDOPTOR | Supporting papers: Fire license, Trade license, Building outlet plan, agreement of rent, application, bank draft of taka 5000, RJSC certified copies, list of man power, machineries list, equipment or machine purchase loan sanction letter. | Textile mills corporation | 10-20 days |
| PI Visa (Private investor visa) | Supporting papers: Passport, photo, encashment certificate of US$ 50,000, RJSC certified copies, Board meeting minutes, news paper advertisement | Board of Investment, BOI | 10-15 days |
| E visa (employment visa) | Supporting papers: Employment appointment, Board Meeting, Photo, Man power list, Daily news paper advertisement, US$ 50,000 bank certificate, previous service history | Board of Investment, BOI | 10-15 days |
| Branch office | Supporting papers: Application form, man power list, audit copy of parent company, board meeting minutes, business activities, photos, address, rental deed, appointment letter of local expert/ consultant/ lawyer | Board of Investment, BOI | 30 days(meeting hold once in a month) |
| Office in EPZ(Export processing zone) | Supporting papers: Application form, man power list, audit copy of parent company, board meeting minutes, business activities, photos, address, rental deed, appointment letter of local expert/ consultant/ lawyer | Bangladesh export processing zone authority- EPZA | 20-30 days |
How to register a company in Bangladesh as foreigner
All above information are applicable as question of how to register a company in Bangladesh as foreigner additionally following section 378 to 387, Company Act 1994.
Heading of the said sectors are written as Bangladesh foreign company registration-formation procedure and rules:
Section 378: Application of sections 379 to 387 to foreign companies
Section 379: Documents etc to be delivered to Registrar by foreign companies carrying on business in Bangladesh
Section 380: Accounts of foreign company
Section 381: Obligation to state name etc of foreign company
Section 382: Service of foreign company
Section 383: Notice of ceasing place of business of a company
Section 384: Penalties
Section 385: Company’s failure to comply with this part not to affect its liability under contracts
Section 386: Fees for registration of documents under this part
Section 387: Interpretation
Important returns to be file with the Registrar by any company after Bangladesh foreign company registration-formation process as follows:
| Section | Return | Requirement | Return forms |
| 36 | Annual return | Within 21 days of General Meeting | Schedule X |
| 56 | Increase authorized capital | Within 15 days of passing the resolution thereof | Form IV |
| 88 | Special resolution | Within 15 days of passing the resolution thereof | Form VIII |
| 151 | Return of allotment | Within 60 days of allotment | Form XV |
| 190 | Fining annual accounts | Within 30 days of General Meeting | Copies thereof |
One meeting should hold between partners to register a business in Bangladesh foreign company registration-formation as below:
Meeting resolution before register a new company
Time line of company registration in Bangladesh as foreigner
Information of company registration in Bangladesh as public limited company
Bangladesh foreign company registration-formation procedure step by step
What is expected cost to complete Bangladesh foreign company registration-formation ?
⇒Category A: (Service and small company)
⇒Category B: (Small and medium enterprise excluding the following)
- factory licensing
- building plan
- fire license
- ministry permission
- PI visa and work permit
⇒Category C: (Big industry setup, all permission with PI visa and work permit)
What is expected time to complete Bangladesh foreign company registration-formation?
Category A: 20-30 days
Category B: 45-60 days
Category C: 3-4 months