How to Incorporate a Public Limited Company in Bangladesh

Congratulations on your exciting decision to start a Public Limited Company in Bangladesh! Bangladesh has become a lucrative place for investors, with a thriving 170 million consumer market. The country has also experienced an average GDP growth rate of 6% over the past decade.

We know that setting up a Public Limited Company in Bangladesh can feel overwhelming due to the legal and regulatory challenges. But don’t worry! The team at Low Advisor BD is here to help you navigate the process easily and efficiently. Keep reading this article to learn the steps to incorporate your Public Limited Company in Bangladesh.

Get an Appointment Today!

Please enable JavaScript in your browser to complete this form.
Name

What is a Public Limited Company Incorporation in Bangladesh?

how to incorporate a public limited company in bangladesh

A Public Limited Company (PLC) is a business entity where the public can invest their money by purchasing its shares. PLCs have unique features and legal requirements that set them apart from Private Limited Companies.

To start a PLC, you need to get name approval from the Registrar of Joint Stock Companies (RJSC). If you want to be listed on a stock exchange, you’ll also need to comply with the regulations set by the Bangladesh Securities and Exchange Commission (BSEC).

By registering a PLC, you can:

  • Raise capital for your business
  • Access stock exchange listings
  • Enjoy tax benefits and incentives
  • Attract institutional investors

What are the Different Types of Public Limited Companies in Bangladesh?

how to incorporate a public limited company in bangladesh

1. Listed Public Limited Company

Listed Public Limited Company: Listed Public Limited Company are the entities listed on either the Dhaka Stock Exchange (DSE) or the Chittagong Stock Exchange (CSE).

By being listed, these companies can raise capital by issuing shares to the general public. Companies typically choose to list in order to raise significant capital for various operations. This can include expanding their business, funding large projects, or paying off debts. Being listed provides liquidity and enhances the company’s credibility and valuation.

2. Unlisted Public Limited Company

Unlisted Public Limited Company: Unlisted Public Limited Company refers to the entities that do not list their shares on any stock exchange in Bangladesh.

Unlisted PLCs follow a process called Private Placement to raise share capital. In this process, companies can reach out to investors directly. The types of investors they target include:

  • High-net Worth Individuals: People with liquid assets exceeding $1 million.
  • Institutional Investors: Organizations like banks, mutual funds, or insurance companies that invest capital on behalf of individuals.
  • Private Investors: Individuals or private limited companies can invest in an unlisted PLC according to the guidelines set by BSEC.

What are the Requirements for Public Limited Company Registration in Bangladesh

how to incorporate a public limited company in bangladesh
  1. Shareholders: As per the Company Act 1994, a PLC must have at least seven members, and its membership must be open to the public.
  2. Directors: A PLC needs a minimum of three directors. These directors can be shareholders, but they don’t have to be.
  3. Authorized Capital: This is the maximum amount of share capital the company can issue, as stated in its Memorandum of Association. There are no specific minimum or maximum limits for authorized capital.
  4. Paid-up Capital: This represents the total amount of share capital actually received from shareholders. For local companies, the minimum paid-up capital is only ৳1, while for foreign companies, it is approximately ৳50,000,00 ($45,000).

Why Should You Register a Company in Bangladesh?

how to incorporate a public limited company in bangladesh

You should register a company in Bangladesh for the following benefits:

1. Strategic & Economic Potential

Bangladesh’s strategic maritime location and port advantages make it an attractive place for business. Its proximity to the major Indian market adds to its appeal. The country is expected to experience a GDP growth of 5.1% in 2025. This growth indicates that Bangladesh can offer numerous business opportunities for investors and entrepreneurs.

2. Trade Agreements

Trade agreements are international trade treaties between two or more nations aimed to reduce trade barriers and facilitate trade and investment.

Bangladesh is securing different trade agreements globally. Thus, registering a company will help you get access to regional and international markets.

3. Enhances Credibility & Opportunities

Incorporating a company increases its credibility. This credibility helps the company raise capital more easily through investments or bank loans, which can aid in business growth. Additionally, an incorporated company becomes eligible to bid on large contracts and government tenders.

4. Easy Transfer and Perpetual Succession

A share in a registered company is easily transferable. This feature makes it simpler for investors to exit their investments when needed. Additionally, perpetual succession allows the company to continue its operations even after ownership changes.

5. Tax Benefits & Incentives

Unlisted and single-person companies will benefit from reduced corporate tax rates. This reduction is 2.5% lower than the standard 25% tax rate for unlisted companies during the assessment years 2024/25 and 2025/26. Other benefits and incentives include:

  • Tax exemptions for Real-Estate Investment Trusts (REITs), Exchange-Traded Funds (ETFs), and Mutual Funds.
  • Import duty exemptions
  • Tax holidays for startups located in Special Economic Zones and Hi-Tech Parks.
  • Capital gains tax exemptions for transactions such as amalgamations and demergers.
  • A reduced tax rate for publicly traded companies.

6. Intellectual Property (IP) Protection

Registered companies in Bangladesh can apply for patents, copyrights, and trademarks. They do this through the Department of Patents, Designs, and Trademarks. This process helps protect their intellectual property, including innovations, branding, and creative works.

How to Incorporate a Public Limited Company in Bangladesh?

how to incorporate a public limited company in bangladesh

Check out the step-by-step guide to register a PLC in Bangladesh.

Step 1: Obtain Name Clearance

The first step in registering a company is to obtain name clearance. This is an official document issued by the Registrar of Joint Stock Companies (RJSC) to confirm that the proposed company name is unique and available.

To obtain name clearance, follow these steps:

  • Visit the website of the RJSC.
  • Use the “Search Entity Names” option to check if your proposed name is available.
  • Submit a name clearance application through the online portal.
  • Pay the application fee at the designated counter.

Once your application is approved, the RJSC will issue a Name Clearance Certificate for your new entity. This certificate remains valid for 30 days. Make sure to apply for registration using the cleared name within this validity period.

Step 2: Prepare the Required Documents

Preparing the necessary documents is a crucial step in registering a Public Limited Company (PLC) in Bangladesh. Find out what documents are required to register a Public Limited Company in Bangladesh and how you can prepare them.

a. Memorandum of Association (MOA)

Memorandum of Association: It is a fundamental document for the company formation that highlights the business structure, objectives, and goals of the business.

This document outlines essential information for company incorporation, including:

  • Company name
  • Objectives
  • Registered office address
  • Member liability
  • Capital structure
  • Association clause

b. Articles of Association

Articles of Association: It is a primary document that contains the rules for internal management and the code of conduct for the company.

It covers procedures for:

  • Holding Annual General Meetings (AGMs)
  • Electing directors
  • Issuing shares

c. Form I

This is a declaration by the company’s promoters or directors confirming compliance with the Companies Act, 1994.

d. Form VI

This document notifies the RJSC of the company’s registered office location. Any address changes require further notification.

e. Form IX

This document obtains the consent of directors to serve in their roles.

f. Form X

This form lists individuals who have agreed to be the company’s directors.

g. Form XII

This document provides detailed information about the company’s directors, managers, and managing agents, including:

  • Names
  • Nationalities
  • Addresses
  • Occupations
  • Directorship statuses

h. Resolution of the Company

This resolution details the incorporation decision, company name, objectives, and is passed by the shareholders.

i. Declaration of Compliance with All Statutory Requirements

This broader declaration confirms compliance with all statutory requirements for incorporation.

Additional Documents to Prepare

  • Proof of Registered Office Address: Provide a lease agreement or ownership deed for the company’s registered office. Utility bills may also be needed.
  • National ID/Passport Copies of Directors and Shareholders: Submit copies of National IDs for Bangladeshi directors and shareholders and the first two pages of passports for foreign individuals.
  • Bank Certificate Confirming Paid-up Capital: Open a corporate bank account to deposit the minimum paid-up capital as specified in the MOA. The bank will issue a certificate confirming the deposit.
  • Auditor Certificate: Engage a reputable auditor to provide a certificate confirming the deposit of the minimum paid-up capital. This certificate must be submitted with your registration form.
  • Payment Receipts of Registration Fees: Keep all payment receipts for registration fees, stamp duties, and related expenses.

Step 3: Submission to RJSC

Now, submit the prepared documents to the RJSC to obtain the Certification of Incorporation by following these steps:

  • Visit the official website of RJSC
  • Click on “Apply for Registration.”
  • Select the type of company you are registering for.
  • Enter your company’s name clearance application number and clearance number.
  • Click “Continue” to access the registration page.
  • Complete the designated form.
  • Fill in the “Memorandum of Association” using the provided format.
  • Fill in the “Articles of Association” using the provided format.
  • Verify all the information in both the “Memorandum of Association” and “Articles of Association.”
  • Submit the form and click “Continue” to receive instructions for fee payment.
  • Pay the fees using the prescribed payment methods.

Step 4: Get Your Certificate of Incorporation

After you have successfully submitted your application, the RJSC will verify it. Once your application is verified, you will receive a Certificate of Incorporation. This certificate officially recognizes your company as a legal entity in Bangladesh. Along with the certificate, you will also receive digital copies of the List of Directors, the Memorandum of Association (MOA), and the Articles of Association (AOA).

Step 5: Complete Post-Registration Formalities

After registering your company, there are several important tasks to complete, such as:

1.     Obtain an Online Taxpayer Identification Number (e-TIN) and Business Identification Number (BIN)

Taxpayer Identification Number(TIN): The Tax Identification Number (TIN) is a unique number issued by the National Board of Revenue (NBR) to identify your company for tax purposes.

Business Identification Number: The Business Identification Number (BIN) is a unique number used to identify the entity for VAT purposes.

To obtain your e-TIN, follow these steps:

  • Visit the National Board of Revenue (NBR) Website.
  • Provide the required personal information to register.
  • Submit the code prompt sent to your phone to activate your account.
  • Fill out the necessary forms after activation.
  • Submit the form to receive your e-TIN certificate.

You can follow the same process to register for VAT and obtain your Business Identification Number (BIN).

2.     Get the Trade License

Trade License: A trade License is a legal document that certifies that a certain entity is permitted to do business within the relevant jurisdiction and in the specified sector mentioned therein.

To obtain a trade license, do the following:

  • Identify the issuing authority, such as City Corporation, Municipal Corporation, Zilla Parishad, or Union Parishad.
  • Gather required documents including the application form, National ID, MOA, Certificate of Incorporation, and e-TIN.
  • Fill out the application form.
  • Submit the application along with all required documents.
  • Pay the necessary fees.
  • Undergo inspection if applicable.
  • Receive your trade license after verification.
  1. Prepare Other Optional Documents

You may need the following optional documents depending on your business situation:

  • Prospectus:

If your company plans to offer shares to the public, you should draft a prospectus. This document includes the following:

  • An overview of the business
  • Terms of the share offering
  • Financial status
  • How the proceeds will be used.

It is advisable to hire attorneys from Law Adviser BD to assist with this.

  • Certificate of Compliance from BSEC

This certificate is issued by the Bangladesh Stock and Exchange Commission (BSEC). It is required if you want to list your company on the Dhaka Stock Exchange (DSE) or Chittagong Stock Exchange (CSE). This certificate ensures that your company meets all necessary standards and is eligible to raise share capital through the stock exchange.

What Are The Post-Registration Compliances For a PLC in Bangladesh?

Once you have set up the PLC, make sure it complies with different ongoing regulatory requirements. Check out what are the post-registration compliances for a PLC.

  • Obtain additional industry-specific licenses depending on the business
  • You are required to hold AGMs each year within six months before the end of the financial year. During these meetings, you will discuss financial reports, and strategies, and make important decisions.
  • Annually submit audited financial statements such as cash flow statements and balance sheets within 30 days after the AGM.
  • Hire reputable auditors and change them at least every five years.
  • Submit the annual return within 30 days after the AGM. This return should include details about the company’s directors, shareholders, and capital structure.
  • Make sure to pay all annual renewal fees and taxes of the company timely to the relevant authorities.
  • Keep various statutory registers and records, such as the Register of Directors, Register of Shareholders, and Minute Books of the Board.
  • Directors must disclose any interests they hold in other companies.
  • File the company’s annual tax returns and pay Value Added Tax (VAT) or any other taxes by the deadline.
  • Report if any change is made in the company’s overall structure
  • If applicable, make sure to comply with different industry-specific laws and regulations like Environmental and Labor Laws, Export and Import Regulations, etc.

Key Consideration While Registering a Public Limited Company in Bangladesh

  • A company in Bangladesh cannot operate solely as a virtual entity. It must have a physical address within the country. This address can be located in any residential or commercial area.
  • The company must not be a shelf company. A shelf company is one that does not engage in business activities. Your company must actively report its business operations and activities.
  • The Corporate income tax rate typically ranges from 25% to 45%. The actual rate depends on the business type and what exemptions apply to the business.
  • The profit and capital are 100% transferable under the Foreign Exchange Regulation Act.
  • Companies registered in Export Processing Zones or Special Economic Zones may benefit from tax holidays and financial grants from government agencies.
  • Foreign employees can only be hired with work permits. Bangladesh Investment Development Authority can help issue this for your company.
  • Companies exporting 80% or more of their products receive special tax benefits.

Company Registration Fees in Bangladesh

how to incorporate a public limited company in bangladesh

 

Title

Fee

Name Clearance

For a Company: BDT 200.00 per proposed name.

Time extension application: BDT 100

 Preparing MoA

BDT 500

Preparing Articles of Association (Based on Authorized Capital)

●    Up to BDT 20,00,000.00: BDT 4,000

●    More than BDT 20,00,000.00 and up to BDT 6,00,00,000.00: BDT 8,000

●    Above BDT 6,00,00,000.00: BDT 20,000

Open a Corporate Bank Account (Initial Deposit)

Usually varies between BDT 2,000 to 25,000

Company Incorporation

●    8 documents, 7 filled-in forms with 1 MoA & AoA: BDT 3,200.

●    9 documents, 8 filled-in forms with 1 MoA & AoA: BDT 3,600

Authorized Share Capital (Based on Authorized Capital)

●    Up to BDT 20,000.00: BDT 00.00

●    For every additional BDT 10,000.00 or part after the first BDT 20,000.00 up to BDT 50,000.00: BDT 00.00

●    For every additional BDT 10,000.00 or part after the first BDT 50,000.00 up to BDT 10,00,000.00: BDT 00.00

●    For every additional BDT 1,00,000.00 or part after the BDT first 10,00,000.00 up to BDT 50,00,000.00: BDT 50.00

●    For every additional BDT 1,00,000.00 or part after the first BDT 50,00,000.00: BDT 80.00

Trade License

●    BDT 2500001 to 5000000: BDT 5500

●    BDT 5000001 to 10000000: BDT 7500

●    More than BDT 10000000: BDT 10000

How to Check Company Registration in Bangladesh?

To check if your company is successfully registered in Bangladesh, follow these steps:

  • Visit the website of the Registrar of Joint Stock Companies and Firms.
  • Click the “Search” option.
  • Enter your company name or registration number in the search field.
  • Click the “Search” button to submit your query.
  • Find your company from the search results.
  • Click on the company name to see the details.

Final Words

The answer to how to incorporate a public limited company in Bangladesh is not a straightforward one. The process involves careful planning and must follow all legal procedures.

You need to obtain a name clearance certificate. After that, you need to register your company with the Registrar of Joint Stock Companies. Each of these steps is essential to ensure that your company operates within the legal framework. To make the incorporation process smoother, contact our experts at Law Advisor BD.

FAQs

It can take around 7 to 10 business days, which is typically around 2 weeks from the date of submission to incorporate a PLC in Bangladesh.

Any local or foreign individual older than 18 years old can be a director of a company in Bangladesh provided that they are not bankrupt or convicted.

Yes, foreign investors can have 100% ownership of a company in Bangladesh. Besides, they can transfer all capital and profit to their international account.

To change the company name you have to select a new name and check its availability from the RJSC website. If it’s available a board meeting needs to be convened along with a general meeting to pass a resolution on the new name. Then apply for name clearance to RJSC and receive the certificate.

Except for a few sectors, most are open to foreign investment in Bangladesh, including textiles, the medical industry, tourism, and ICT. The key exceptions are nuclear energy production, arms and ammunition production, forest plantation with reserved forest, etc.

Open chat
Welcome to Law Advisor BD
How can we help you?