How to Incorporate/Open/Register a Company in Bangladesh 2024 - Right Procedure

The company registration or incorporation procedure differs for different types of companies in Bangladesh. This is a long procedure that involves some mandatory steps and you need some required documents and fees to submit to the RJSC. Then wait for a few business days. RJSC will email the certified documents upon approval.

This is a arduous process that needs patience, expertise, and time.

Stay tuned till the end to learn the requirements, procedure, fees, and timeline for registering your company in Bangladesh.

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Types of Companies or Legal Entities in Bangladesh

There are various types of companies or legal entities in Bangladesh. According to the Companies (Bangladesh) Act 1994, all companies in Bangladesh can be categorized mainly into the following 3 main categories:

Companies with Unlimited Liabilities
Companies Limited by Shares
Companies Limited by Guarantee (CLG)

Below are the 7 main or most popular company types in Bangladesh that fall into any one of the main 3 categories:

Sole Proprietorship
One Person Company (OPC)
Partnership Business
Private Limited Company / Limited Liability Company (LLC)
Public Limited Company (PLC)
Branch Office
Liaison Office / Representative Office

Note: if you want to start a sole proprietorship or partnership company, you must be a Bangladeshi citizen. However, this rule does not apply to the other types of companies in Bangladesh.

Choose the Right Company Type to Register in Bangladesh

Understand and choose the right type of business structure you should register or incorporate in Bangladesh.

Various business structures have various advantages and disadvantages. So, consider the benefits and limitations. Also, choose the right business or legal entity type according to your plan, industry, goals, etc.

The procedure of company incorporation in Bangladesh involves several acts and provisions. If you don’t know or follow the right procedure, it could be a burdensome process. In such cases, seek professional advice.

Most Popular Company Type in Bangladesh - Private Limited Company

As registration methods vary depending on the types of companies or legal entities, we will discuss the most popular one.

The most common or popular company type in Bangladesh is a Private Limited Company / Limited Liability Company (LLC). It is also known as a company limited by shares.

But why is a private limited company the most common or popular company type in Bangladesh? What are the benefits of a Private Limited Company in Bangladesh?

A private limited company offers many benefits. It provides the best legal protection for its shareholders and the shareholders enjoy limited liability. This type has a structured framework, requires the lowest paid-up capital, and offers simplified share transfer between members. This company type is ideal for startups in Bangladesh.

Let’s reveal how to open a private limited company in Bangladesh with the best company registration experts in Bangladesh.

Pre-Registration Requirements for Registering a Company in Bangladesh - Private Limited Company

To incorporate a private limited company in Bangladesh, you must fulfill some pre-registration requirements. That’s why, know the pre-registration requirements before going into the core steps of RJSC company registration.

Check the pre-registration requirements and information below and meet them completely to avoid any stumbling in the middle:

1. Directors: Have a minimum of 2 and a maximum of 50 directors, local or foreign. A director must be at least 18 years old, have no criminal record, and cannot be bankrupt. One of the directors must own the qualification shares stated in the Articles of Association.

2. Shareholders: Have a minimum of 2 and a maximum of 50 shareholders. A director can also be a shareholder. Bangladesh allows 100% of the share for foreigners.

3. Authorized Capital: State the authorized capital in the Memorandum of Association and Articles of Association. Bangladesh has no authorized capital limit. However, the company registration cost varies depending on the authorized capital.

4. Share / Paid-Up Capital: The paid-up capital to register a company in Bangladesh is BDT 01 for local companies. It is USD 50,000 for foreign companies or investments. Once the company is incorporated, the share capital or paid-up capital can be raised.

5. Registered Office Address: Have a local physical office address anywhere in Bangladesh – residential, commercial, or industrial location. Use this address as your company’s registered address. Don’t use only your P.O. Box as the address. Instead, use a full residential or commercial address.

Required Documents for Incorporating a Company - Private Limited Company

Several documents related to directors, shareholders, and company activities are required to open a company in Bangladesh. Check the list of documents required for registering a new company in Bangladesh below:

Name Clearance Certificate / Evidence of Name Clearance
Memorandum of Association (MoA) (1 original + 1 copy)
Articles of Association (AoA) (1 original + 1 copy)
Promoter Resolution (for a foreign company, investment, or share)
NID of the directors and shareholders (for Bangladeshi)
Copy of passport for directors and shareholders (for foreigners)
Director’s and shareholder’s information
Encashment Certificate
Bank payment slips and treasury challans
Special adhesive stamps

Required registration forms to be filled and submitted with other documents:

Form I: Declaration on Registration of Company [Section 25]
Form VI: Notice of Situation of Registered Office and Any Change therein [Section 77]
Form IX: Director’s consent form or Consent of Director to Act [Section 92]
Form X: List of Persons Consenting to be Directors [Section 92]
Form XII: Particulars of the Directors, Manager, and Managing Agents and any change therein [Section 115]
Subscriber Page

After you have all of these required documents and forms duly filled and ready, start the company registration process.

Steps of Company Registration in Bangladesh 2024 - Private Limited Company

What is the process for registering a company in Bangladesh? Company registration or incorporation in Bangladesh involves the following mandatory steps:

Obtain a Name Clearance (NC) Certificate
Draft the MoA and AoA
Open a temporary bank account (for a foreign company, investment, or share)
Remit the required share capital to the bank account
Finalize registration forms and necessary documents
Submit documents (online and offline)
Final verification of the Encashment Certificate
Completion of the Incorporation
Register with BIDA (for a foreign company, investment, or share)

Note: The 2nd and 7th steps are only applicable if the company is foreign or it has any foreign shareholders/investors.

Detailed Procedure of Company Registration in Bangladesh 2024 - Private Limited Company

The Government of Bangladesh has computerized most steps. Still, the procedure includes some physical documentation or formalities.

I have discussed every step with easy-to-understand terms for you. Learn how to incorporate a private limited company in Bangladesh. Then follow the steps accordingly for a successful private limited company registration in Bangladesh.

1. Obtain a Name Clearance (NC) Certificate

It is the first step to incorporate a company in Bangladesh. To get the certificate, apply to the Registrar of Joint Stock Companies and Firms (RJSC). RJSC is the regulatory body for incorporating/registering/forming companies and firms in Bangladesh.

Visit the RJSC website for an Online NC application from SmartRJSC.
Sign up for an account with your NID number, date of birth, valid and working email address, and valid and working phone number.
Search for your chosen name. If it is available, apply for the name clearance.
For each of the proposed names, pay BDT 500 as the NC application fee to the designated RJSC office counter or authorized bank by RJSC.
Update the payment information to your account online. On receipt of your application and fees, RJSC will approve the name clearance upon satisfaction.
Wait for 1 to 2 business days (24 to 48 hours) to let RJSC approve the name clearance.

Things to consider and remember when choosing a company name:

Do not choose a name that closely matches or resembles any of the names that are already taken (registered, booked, or under the process of registration of the same entity type).
Do not choose a name that violates or infringes on any trademark.
The name must not be vulgar.
You will only get one (1) cleared name for your new entity for one NC application.
The name clearance will remain valid only for thirty (30) days. So, apply for its registration within the validity period.
You can renew the name clearance or extend the validity time. Pay BDT 200 for each of the time extensions.

2. Draft the MoA and AoA

Draft the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA includes your business objectives, liability, company’s capital structure, subscribers, etc. The AOA defines what your company is and how it operates. AoA includes the company’s information, founders and original shareholders, directors list, meeting procedure, etc.

Note: The MOA and AOA together structure the constitution of a Company. So, partner with a professional business lawyer in Bangladesh to draft them accurately. Don’t let anyone mess up the drafting of MOA and AOA who is not an expert in company laws.

3. Open a Temporary Bank Account (for a foreign company, investment, or share)

According to the Companies (Bangladesh) Act 1994 and the RJSC guideline, the foreign company, shareholders, or investors must remit the required shareholding amount in the proposed company’s bank account.

If the proposed company is foreign or it has any foreign shareholders or investors, open a temporary (non-operating) bank account (in a commercial bank) for the company.

The documents required for opening the temporary bank account include:

Name Clearance Certificate
A draft copy of the Memorandum of Association
A draft copy of the Articles of Association
Promoter Resolution / Board Resolution
Copies of passports of the (foreign) shareholders/investors
Other documents required by the chosen bank

Note: You can open this bank account remotely.

4. Remit the Required Share Capital to the Bank Account

Once the bank account is opened, shareholders must deposit/send/remit the minimum required share capital to this account.

After receiving the remittance, the bank will provide an Encashment Certificate stating that you have duly deposited the required paid-up share capital into the bank account of the suggested company.

Note: Submit the Encashment Certificate to RJSC. RJSC will verify it during the company incorporation process.

5. Finalize Registration Forms and Necessary Documents

Now, prepare and finalize all the documents and the registration forms mentioned earlier. To complete the documentation process, collect and duly fill and sign the registration forms.

Note: Take the required signs from all the shareholders on the registration forms before submitting the documents.

6. Submit Documents (Online and Offline)

Once the finalization of all documents is completed, submit the documents to the RJSC. Submit digital documents (scanned copies) online and physical documents (main copies or photocopies) offline.

1. Submit Digital Documents: Upload scanned copies of MoA, AoA, Encashment Certificate, Form IX (Director’s consent form), and Subscriber Page to the RJSC server.

2. Collect Necessary Stamps: Pay the required stamp duty fee to the authorized bank (Bangladesh Bank) through treasury challan and collect necessary special adhesive stamps. Treasury officials will affix the adhesive stamps on the MoA and AoA and put seals and signatures on the stamps.

3. Submit Physical Documents: Submit the registration application to the designated RJSC office along with all required documents including the Name Clearance Certificate, Form IX, Firm X, Form XII, the Encashment Certificate (original copy), and the payment slip given by the Bank.

4. Pay the Registration Fee: Pay the required registration fee at the designated RJSC office counter. The registration fee is calculated based on the authorized share capital.

After submitting all documents and paying all required fees, RJSC will review and approve your documents and information. You have to wait for a few days for this process.

7. Final Verification of the Encashment Certificate

If RJSC is satisfied with everything, they will send a letter to the bank that issued this certificate. The bank will confirm the authenticity of this certificate to the RJSC. Then RJSC will step forward to complete the registration/incorporation procedure.

8. Completion of the Incorporation

The authority (RJSC) usually takes 3-4 working days to approve and complete the company incorporation procedure in Bangladesh. After the required timeframe, they will send the following digitally signed and certified documents issued by RJSC:

Certificate of Incorporation
Memorandum of Association (MoA)
Articles of Association (AoA)
Form XII

Note: RJSC will email these documents to the email address you used for your RJSC account. Download the Certificate of Incorporation Bangladesh PDF and other documents.

9. Register with BIDA (for a foreign company, investment, or share)

You must register your company with Bangladesh Investment Development Authorities (BIDA) if it is a foreign company or it has any foreign investors. This is one of the key considerations for foreign investors while incorporating a company in Bangladesh.

BIDA promotes and facilitates both local and foreign investments in Bangladesh. BIDA helps foreign employees and investors in issuing work permits, visa processing, approval of branch/liaison/representative offices, approval of private industrial projects, obtaining utility connections, and many other investment-related aspects.

Important Things to Prepare or Collect After the Company Registration in Bangladesh

Some of the most important things you should prepare or collect soon after completing your company’s registration include:

Company Seal
Company’s Rubber Stamp (required for obtaining a trade license)
Share Certificates (of all shareholders)

Post-Registration Formalities or Obligations for a Company in Bangladesh

Once the incorporation process is completed, change the temporary bank account into a permanent or regular account. Buy or rent a commercial space and start applying to collect the required licenses and certificates to run your company smoothly.

The required post-registration obligations include:

Make your bank account permanent
Obtain a Tax Identification Number (TIN Certificate)
Obtain a Trade License
Obtain a VAT Registration Certificate
Obtain a Fire Certificate
Obtain an Environment Clearance Certificate (if applicable)
Meet liabilities and compliance requirements

1. Make Your Bank Account Permanent

Sent the copies of certified documents issued by RJSC upon completion of your company incorporation to the bank associated with your company. Also, submit other documents and information that your bank requires.

Wait for a few days for the approval of the conversion. It usually takes around 5-7 working days to complete the process.

2. Obtain a Tax Identification Number (TIN Certificate)

Register and apply for your Tax Identification Number (TIN) to the taxation authority. The TIN-related services are supervised by the National Board of Revenue (NBR). Use the NBR TIN Registration Service to get your TIN.

It is free of cost! You can get your TIN Instantly through the online method while it will take up to 2 working days for manual processing.

3. Obtain a Trade License

Obtain a trade license from the City Corporation, Zonal Office, or Union Parishod to operate your business in Bangladesh. The cost of obtaining a trade license depends on the nature or type of the business.

Obtaining a trade license will take 3-4 working days. You have to renew this license annually.

4. Obtain a VAT Registration Certificate

Use NBR’s VAT Online Services to apply and collect a VAT registration certificate. Customs, Excise & VAT Commissionerate of NBR issues this certificate.

Usually, the authority (commissioner) should register the certificate within 3 working days. However, obtaining the certificate may take 5-7 working days or more.

5. Obtain a Fire Certificate

According to the Fire Prevention and Fire Fighting Act, 2003, a fire license is a must-have certificate for all companies, including clothing manufacturers.

Apply and collect a fire certificate from the Bangladesh Fire Service & Civil Defence.

6. Obtain an Environment Clearance Certificate (if applicable)

The government of Bangladesh cares for the environment. According to the Bangladesh Environmental Conservation Act, 1995, you have to collect an Environment Clearance License in Bangladesh, if your company or business operations involve industrial activity.

So, if you operate a production facility (manufacturing or processing plant), collect an Environment Clearance Certificate (ECC) from the Department of Environment (DoE).

Tips: Usually, you may have to wait longer than official time limits to collect these licenses and certificates. So, if you can, apply for all these licenses and certificates simultaneously to save time.

7. Meet Liabilities and Compliance Requirements

Meet the liabilities and compliance requirements of your company by filing returns in specified forms and procedures to RJSC. They will preserve these records upon review and approval.

You have to file the following 3 types of returns:

Annual Return (sumit annually)
Regular Return (for any change in your company/entity)
Tax Return (sumit annually)

Your company must hold general meetings annually. Also, assign a statutory auditor to audit your company’s financial activities and prepare financial audit reports.

Note: If you need expert professional support regarding liabilities and compliance of your company, feel free to contact us.

How Long Does It Take to Register a Company in Bangladesh?

Usually, RJSC approves and provides a Certificate of Incorporation in Bangladesh within 6-8 working days after submitting all required documents. The entire process of registering or incorporating a private limited company (from Name Clearance to obtaining the certificate) in Bangladesh may take 2-3 weeks in total.

What Is the Cost of Company Formation in Bangladesh?

The total incorporating cost depends on the company type, amount of authorized capital, MoA cost, AoA cost, etc. According to the Companies Act 1994, all the required costs to incorporate a private company are as follows:

Stamp Duty Fees:

1. Memorandum of Association Fee: BDT 2,000 (for locally owned and invested companies) and BDT 3,000 (for foreign-owned and invested companies)

2. Articles of Association Fee:

Authorized Capital (BDT)	Fee (BDT)
Up to 40,00,000	10,000
> 40,00,000 up to 12,00,00,000	30,000
> 12,00,00,000	50,000

Registration Fees:

1. Document Filing Fee (for 6 documents): BDT 1200 (BDT 200 per document for locally owned and invested companies) and BDT 3,000 (BDT 500 per document for foreign-owned and invested companies)

2. Authorized Capital Fee: BDT 0 to BDT 130

3. Digital Certificate Issuance Fee: BDT 0

Note: Visit the ROC (Registrar of Company) website to learn more about the registration/incorporation costs of your preferred company.

Benefits and Advantages of Company Registration in Bangladesh

Why choose Bangladesh for company incorporation? Bangladesh offers the best opportunities for foreign investors with a lot of business benefits and advantages. Check the benefits and advantages of incorporating a company in Bangladesh:

Highly favorable rules and policies for foreign investment
Easy foreign ownership, investment, and trade procedure
Various highly profitable business scopes for foreigners
Limited liability for shareholders
Company registration in Bangladesh is relatively inexpensive
Rapidly growing economy (one of the fastest-growing economies in South Asia)
Highly competitive business environment
Suitable geographical location
Ample supply of resources to run various businesses
Very low labor costs
Adequate laborers
Higher availability of young laborers
Tax exemptions for specific industries
High tax incentives for companies in the Export Processing Zone (EPZ) and Special Economic Zones (SEZ)

Challenges and Disadvantages of Company Registration in Bangladesh

Along with numerous benefits, you can face the following challenges and disadvantages of incorporating a company in Bangladesh:

Lengthy process for completing all regulatory requirements
Unexpected difficulties in obtaining permits and licenses
High inflation
Delay in payments
Costly annual auditing for small businesses
Lack of access to some technology
Lack of digitalization
Lack of skilled laborers
Lengthy profit repatriation

Important Notes for Foreign Investors to Consider While Incorporating a Company in Bangladesh

The company must have a physical business address in Bangladesh with no shelf companies allowed.
There are no restrictions on the director’s nationality.
Maintain a 20:1 (local to foreigner) employment ratio.
You can make a 100% FDI investment (with negligible exceptions).
You have to pay 22.5-45% corporate income tax.
You can enjoy 100% repatriation of profit and investment according to the Forex Rules of Bangladesh.
You can enjoy higher financial incentives if you invest in Special Economic Zones (SEZ).

How to Incorporate a Company in Bangladesh?

To incorporate a company in Bangladesh, follow these steps after you have met all pre-registration requirements:

Choose the company type and name.
Get the Name Clearance certificate from the RJSC.
Open a temporary bank account & remit paid-up capital (if required).
Prepare necessary documents and fill up registration forms.
Submit these documents to the RJSC.
Wait for the required time to get the incorporation certificate.
Register with Bangladesh Investment Development Authorities (if required).

I think you got a clear overview of how to register a company in Bangladesh online or how to start a company in Bangladesh.

How to Open a Company in Bangladesh?

With all pre-registration requirements fulfilled, follow the steps below to open a company in Bangladesh to get a business registration certificate Bangladesh:

Confirm the company type and name.
Obtain Name Clearance from the RJSC.
Open a bank account and bring the paid-up capital in (if applicable).
Draft required documents and complete registration forms.
Submit registration forms and documents to the RJSC.
Obtain incorporation certificate and other documents.
Register with BIDA (if applicable).

These are how to open a new company in Bangladesh, how to open a business in Bangladesh, or how to start a business in Bangladesh.

Conclusion

Incorporating a company in Bangladesh requires several documentation and procedures. Still, you can DIY to register or incorporate a company in Bangladesh by following our comprehensive step-by-step guide.

But the whole process may give you a lot of hassle and cost a lot of time. Thus, better if you hire a professional service to do it for you.

We, at Law Advisor BD, can expertly carry out the whole process. We can accurately prepare the incorporation documents and forms, submit the application, and make the required payments.

So, you can incorporate or register a company in Bangladesh within the shortest possible time at the lowest possible cost.

Also, we will ensure your business’s compliance with the country’s rules and regulations by filing and managing Annual Returns, Tax Returns, Regular Returns, etc.

FAQs

How Can I Register My Company in Bangladesh?

You can DIY it if you can or seek a professional service to smoothly register your company in Bangladesh. The registration involves a long procedure. Confirm the entity type, have a Name Clearance, prepare required documents, and complete registration forms. Submit all required documents to the RJSC. Receive the Certificate of Incorporation and other certified documents via email upon approval.

How to Start a Small Business in Bangladesh?

To start a small business in Bangladesh, you have to follow some steps. Obtain a trade license, open a bank account in Bangladesh, obtain a Business Identification Number (BIN) and Tax Identification Number (TIN), rent an office, choose a legal entity, register your business or company, and obtain other required licenses and certificates to start your business.

How Do I Open a New Company in Bangladesh?

To open a new company in Bangladesh, choose a company name and get a name clearance from the RJSC first. Now draft the required documents and fill out the required registration forms. File all documents and pay the required fees to the RJSC. Receive a Certificate of Incorporation. Done!

What Is the Process of Online Company Registration In Bangladesh?

The process of online company registration involves some mandatory steps. To register a company in Bangladesh online, select the company type first. Complete the Name Clearance. Open a bank account and deposit the paid-up capital (if relevant). Draft required documents and fill out registration forms. Submit registration forms and documents to the RJSC. Wait and collect the incorporation certificate and other certified documents. Register with BIDA (if relevant).

How Is a Company Formed in Bangladesh?

To form a company in Bangladesh, you have to complete some steps. First, get a Name Clearance certificate. Then prepare the required documents, open a bank account, deposit paid-up capital, and submit company formation forms and documents to RJSC. Wait and receive the company formation certificate. Now apply and obtain other required licenses and certificates.

How Much Does It Cost to Register a Company in Bangladesh?

The cost to register a company in Bangladesh varies depending on the company type, the amount of authorized capital, and the ownership and investment type (local or foreign). For example, a locally owned or invested company with an authorized capital of up to BDT 40,00,000 will need BDT 13,200 to register a private limited company in Bangladesh. This cost will be BDT 16,000 for a foreign-owned or invested company having equal authorized capital.

What Is the Minimum Paid Up Capital for a Private Limited Company in Bangladesh?

The minimum paid-up capital for a private limited company in Bangladesh is BDT 1 for local companies. The minimum paid-up capital is USD 50,000 for foreign-owned or invested private limited companies.

What Is an Incorporation Certificate in Bangladesh?

An incorporation certificate in Bangladesh is a document approved and provided by the Registrar of Joint Stock Companies and Firms (RJSC). This certificate verifies that a business in Bangladesh is legally established and properly organized according to the Companies Act 1994.

How to Check Company Registration in Bangladesh?

It’s an easy task to check company registration in Bangladesh. Search for the company on the RJSC website. Choose the Entity Type, type the Entity Name, and input the verification code (Captcha). Then hit the Search button. See the company’s data and company registration number in Bangladesh.