How to Register a Foreign Company in Bangladesh
Bangladesh is a superb place for international investments or businesses, with its advantageous location and business-friendly policies, environment, economy, and resources.
Registering a foreign company in Bangladesh is similar to registering a locally owned one. Most of the process is the same with only a few extra formalities.
If you are looking to register a foreign company in Bangladesh, this guide is for you! Learn everything you need to do to register your foreign business in Bangladesh smoothly.
Ensure you fully comply with local laws and meet all requirements to make a smooth entry into the promising market of Bangladesh.
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Select a Company Structure
As a foreigner, you can select from a range of legal structures to register a foreign company in Bangladesh. You can choose:
- Private Limited Company (LLC)
- Public Limited Company (PLC)
- Sole Proprietorship
- Partnership Business
- Branch Office
- Liaison Office or Representative Office
In this guide, I will only discuss the registration process of a private limited company in Bangladesh. It is the most popular business structure in Bangladesh. Both locals and foreigners prefer this business structure due to its multiple advantages.
Meet the Pre-Registration Requirements
Meet these pre-registration requirements before initiating your foreign company’s registration in Bangladesh:
- Have a minimum of 2 and a maximum of 50 directors. Directors must be at least 18 years old, not bankrupt, and not convicted of a crime.
- Have at least 2 and no more than 50 shareholders. A director can also be a shareholder. As a foreigner, you can own 100% of the total share of an LLC in Bangladesh.
- Mention the authorized capital and paid-up capital in the Memorandum of Association and Articles of Association. The company registration cost depends on the authorized capital.
- Confirm a local physical address anywhere in Bangladesh as the company’s registered office address. It can be a residential, commercial, or industrial location. Don’t use only a P.O. Box as the address. Instead, use a full physical address.
Steps to Register a Foreign Company in Bangladesh (Private Limited Company)
Follow these steps to register a foreign company in Bangladesh:
Step 1: Get the Name Clearance Certificate
Step 2: Prepare Essential Documents
Step 3: Open a Temporary Bank Account
Step 4: Remit the Paid-Up or Initially Contributed Capital
Step 5: Finalize Registration Forms and Documents
Step 6: Submit Documents and Pay Fees to RJSC
Step 7: Collect the Approved Certificate and Documents
Step 1: Get the Name Clearance Certificate
You must first select and register a unique company name. The name must not conflict with any existing registered business names. Conduct a name clearance search on the RJSC portal. If your chosen name is available, don’t delay to approve and secure your chosen company name.
To obtain the approval, submit a name clearance application to the RJSC. Pay BDT 500 as the name clearance fee to the designated RJSC office counter for a single proposed name.
The RJSC will evaluate the name to ensure its uniqueness and verify that it does not conflict with existing business names or infringe upon intellectual property rights. Once the name is approved, proceed to the next step.
Step 2: Prepare Essential Documents, Information, and Forms
Prepare the following essential documents to incorporate a foreign company in Bangladesh:
- Name Clearance Certificate
- Memorandum of Association (1 original + 1 copy)
- Articles of Association (1 original + 1 copy)
- Confirm who will be the Managing Director, Director, Chairman, etc.
- Director’s information (Tax Identification Number, phone number, email address, etc.)
- Authorized capital, paid-up capital, and percentages of shares
- Shareholder’s information (phone number, email address, etc.)
- Copy of passport for directors and shareholders
- Photos of all directors and shareholders
- The registered physical office address
Obtain and fill up the following registration forms to submit with essential documents:
- Form I: Declaration on Registration of Company
- Form VI: Notice of Situation of Registered Office and Any Change therein
- Form IX: Director’s consent form or Consent of Director to Act
- Form X: List of Persons Consenting to be Directors
- Form XII: Particulars of the Directors, Manager, and Managing Agents and any change therein
- Subscriber Page of Memorandum of Association
Note: Duly fill and include the required signs in the registration forms to avoid any stumbling in the middle.
Step 3: Open a Temporary Bank Account
As per the Companies Act, 1994, and the RJSC guidelines, a foreign company, shareholders, or investors must remit the necessary shareholding amount into the company’s temporary bank account.
So, open a temporary (non-operating) bank account (in a recommended commercial bank) in the company’s proposed name. This bank account is essential for initial financial transactions.
This bank account serves solely to facilitate the registration of your foreign company in Bangladesh. You have to make it regular or permanent after completing your company registration.
Step 4: Remit the Paid-Up or Initially Contributed Capital
Now remit the required paid-up capital of your foreign company to this account. After receiving your money, the bank will provide an Encashment Certificate.
This certificate verifies the remittance and states that you have duly deposited the required paid-up share capital into the bank account of your suggested foreign company.
Note: You have to submit this Encashment Certificate to RJSC for verification during the company registration process.
Step 5: Finalize Registration Forms and Documents
In this step, finalize all the registration forms and the documents mentioned earlier. Include the Encashment Certificate.
Double-check that you have duly filled all required registration forms and taken the signatures of all directors and shareholders where required. Also, check that you have attached all essential documents prepared earlier.
Step 6: Submit Documents and Pay Fees to RJSC
Now submit all finalized forms and documents to the RSJC. Submit both digital and physical documents in the right ways and Pay the necessary fees at the designated RJSC counter.
Submit the company registration application to the designated RJSC office along with the physical copies of the Name Clearance Certificate, MoA, AoA, Form IX, Firm X, Form XII, Encashment Certificate, etc.
Also, upload the scanned copies of MoA, AoA, Encashment Certificate, Form IX, and Subscriber Page, to the RJSC server.
RJSC officials will take some days to thoroughly review your submission.
Step 7: Collect the Approved Certificate and Documents
If RJSC is satisfied with your application, they will communicate to the bank that issued the Encashment Certificate. After the bank confirms the authenticity of this certificate, RJSC will proceed to complete the registration of your company in Bangladesh.
RJSC will issue and send the following digitally signed and certified documents to your registered email address:
- Certificate of Incorporation (includes your company name, registration number, and incorporation date)
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Form XII
The Certificate of Incorporation means you have officially incorporated your foreign company in Bangladesh. Collect (download) the certificate and other documents.
Post-Registration Formalities to Operate a Foreign Company in Bangladesh
Complete these post-registration formalities to operate a foreign company in Bangladesh:
- Convert the temporary bank account into a permanent account by submitting the Certificate of Incorporation to the bank.
- Obtain a TIN Certificate, Trade License, VAT Registration Certificate, and Fire Certificate from relevant authorities.
- Obtain an Environmental Clearance Certificate (ECC), Export Registration Certificate (ERC), or Import Registration Certificate (IRC) depending on your business.
- Meet all local compliance requirements.
- Register with BIDA.
- Obtain membership in relevant business associations in Bangladesh.
- Obtain visas and work permits for foreign investors and employees (if applicable).
Important Considerations for Foreigners While Registering a Company in Bangladesh
If you are planning to register a foreign company in Bangladesh, note the following considerations:
- Have a physical company address in Bangladesh, but no shelf companies are allowed.
- All directors and shareholders of your company can be foreigners.
- If a foreign investor wants to operate the company from Bangladesh, the investor must obtain a work permit.
- Must pay the required corporate income tax.
- Must maintain a 20:1 local-to-foreigner employment ratio.
- You can make a 100% FDI investment.
- You can get 100% repatriation of profit and investment.
- You can enjoy higher financial incentives for investing in the Economic Zones of Bangladesh.
You can handle all registration formalities remotely. Partner with a reliable corporate lawyer in Bangladesh who can handle everything on behalf of you.
Conclusion
Registration of a foreign company in Bangladesh is a bit time-consuming process, but the process is not complex. You can manage everything if you know the rules, requirements, and procedures clearly – that’s it.
If you accomplish proper documentation, meet all compliance and legal requirements, and follow the right steps, you can register a foreign company in Bangladesh within a couple of weeks.
If you’re ready with all the preparations and requirements, go on to start a foreign company in Bangladesh confidently.
FAQs
The whole process typically takes up to 3-4 weeks, considering all required documents are prepared and submitted correctly. After this timeframe, you will receive the Certificate of Incorporation, a digitally certified copy of the MoA, AoA, and Form XII.
The minimum paid-up capital for a foreign-owned or invested company in Bangladesh is USD 50,000. Open a bank account in a local bank in the name of the proposed company. Then deposit the declared paid-up capital into that bank account.
Yes, a local physical office address is required to register a foreign company in Bangladesh. You must use a full physical address, no P.O. Box is allowed. This address is essential for your company’s official communications and government correspondence.
Yes, foreigners (persons and entities) can own 100% of a company’s equity in Bangladesh, with some exceptions. Bangladesh allows 100% foreign ownership in most industries. However, certain sectors may have restrictions or require joint ventures with local entities. Check industry-specific government policies and regulations to learn more
