How to Register a Foreign Company in Bangladesh
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In 2025, registering a foreign company in Bangladesh is a smart business decision. With its rapidly growing economy, strategic geographic location, and investor-friendly policies, Bangladesh has become one of the most attractive markets for foreign investors in South Asia.
While the opportunities are vast, foreign company formation in Bangladesh can be challenging. The local laws, regulations, and bureaucratic requirements can be difficult to understand. But don’t worry—Law Advisor BD is here to help you. Keep reading this article to learn everything you need to know about how to register a foreign company in Bangladesh.
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Type of Companies Foreigners Can Register in Bangladesh
In Bangladesh, as a foreign investor, the most common types of companies you can register are:
1. Private Limited Company
A Private Limited Company is a popular choice among foreign investors. This type of company requires a minimum of two shareholders and can have up to fifty. The liability of shareholders is limited to their share capital.
For example, if you are looking to start a technology firm in Dhaka, setting up a Private Limited Company would allow you to maintain full control while limiting your personal liability.
2. Public Limited Company
If you plan to raise capital from the public, you might consider forming a Public Limited Company. This structure requires at least seven shareholders, with no maximum limit.
3. Branch Office
You can also set up a Branch Office in Bangladesh. This allows your existing foreign company to operate in Bangladesh without creating a separate legal entity.
However, branch offices are typically restricted to specific activities, such as export and import, consultancy, or research. They cannot engage in manufacturing or processing activities.
4. Liaison Office
A Liaison Office serves as a communication channel between the foreign parent company and its clients or partners in Bangladesh. It is not permitted to engage in commercial activities or generate income within Bangladesh.
Pre-Registration Requirements in Bangladesh
1. Company Name Clearance
First, you must obtain a name clearance certificate from the Registrar of Joint Stock Companies and Firms. To do this, apply online through the RJSC portal, submit your desired company name, and pay the required fee.
Once approved, you will receive the name clearance certificate, which is valid for a limited period. For example, if you plan to name your company “Dhaka Tech Solutions,” you need to ensure this name isn’t already registered.
2. Directors and Shareholders
Your company must have at least two directors and two shareholders. Directors should be at least 18 years old. They must not have any criminal convictions or bankruptcy declarations. Both directors and shareholders can be foreign individuals. This allows for 100% foreign ownership.
3. Registered Office Address
You need a physical address in Bangladesh to serve as your company’s registered office. This address will be used for official communications and it must be a tangible location.
4. Required Forms and Documents
Complete and prepare the following forms for submission to the RJSC:
- Form I: Declaration on Registration of Company
- Form VI: Notice of Situation of Registered Office
- Form IX: Consent of Director to Act
- Form X: List of Persons Consenting to be Directors
- Form XII: Particulars of the Directors, Manager, and Managing Agents.
Additionally, ensure you have copies of the name clearance certificate, MoA, AoA, and proof of payment for stamp duty.
How to Register a Foreign Company in Bangladesh
Registering a foreign company in Bangladesh involves these steps:
Step 1: Obtain Name Clearance
You need to get approval for your desired company name from the Registrar of Joint Stock Companies and Firms. This way you can make sure that your chosen name is unique and doesn’t conflict with existing businesses.
To do this, follow these steps:
- Step 1: Access the RJSC’s online portal and create an account.
- Step 2: Once registered, submit your proposed company name through the portal.
- Step 3: After submission, you will receive a payment slip to pay the required fee, typically BDT 200, at a designated bank.
- Step 4: Once the payment is processed, log back into your RJSC account to obtain the name clearance certificate.
Step 2: Open a Temporary Bank Account
After obtaining the name clearance, the next step is to open a temporary bank account in the proposed name of your company. This account is essential for depositing the initial paid-up capital.
To open this account, you will need to provide the bank with the name clearance certificate and a draft copy of your Memorandum and Articles of Association.
Once the account is opened, transfer the required paid-up capital into it. The bank will then issue an encashment certificate confirming the deposit, which is necessary for the registration process.
Step 3: Prepare Necessary Documents
Gather and prepare the following documents:
- Memorandum of Association
- Articles of Association.
- Form IX
- Form X
- Form XII
- Encashment Certificate
- Shareholder’s information
- Copy of passport for directors and shareholders
- Photos of all directors and shareholders
- The registered physical office address
Step 4: Submit Documents to RJSC
With all documents in hand, submit both digital and physical copies to the RJSC. Upload scanned versions of the MoA, AoA, encashment certificate, and relevant forms to the RJSC’s online portal. Additionally, provide physical copies to the RJSC office. The RJSC will review your application and, upon satisfaction, proceed with the registration.
Step 5: Obtain Certificate of Incorporation
Once the RJSC approves your application, they will issue the Certificate of Incorporation. It includes your company name, registration number, and incorporation date. This certificate shows that your company is officially registered in Bangladesh. Along with the certificate, you will receive certified copies of the MoA, AoA, and Form XII.
Post-Registration Formalities to Operate a Foreign Company in Bangladesh
After you register a company in Bangladesh, you need to complete a few more steps to start operations smoothly, including:
- Convert your temporary bank account into a permanent one by submitting the Certificate of Incorporation to your bank.
- Apply for a Taxpayer Identification Number from the National Board of Revenue. Get a Trade License from the local City Corporation. If your business requires it, obtain a VAT Registration Certificate and a Fire Certificate from the relevant authorities.
- Depending on your business type, you may also need an Environmental Clearance Certificate (ECC), an Export Registration Certificate (ERC), or an Import Registration Certificate (IRC).
- Make sure you meet all local compliance requirements and register your company with the Bangladesh Investment Development Authority (BIDA).
- Join relevant business associations in Bangladesh to establish industry connections.
- If foreign investors or employees will be working in Bangladesh, apply for their visas and work permits as required.
Essential Insights for Foreigners Registering a Company in Bangladesh
- You can invest with 100% foreign direct investment.
- You can fully repatriate your profits and investment.
- You may receive higher financial incentives if you invest in the Economic Zones of Bangladesh.
- You must have a physical company address in Bangladesh. Shelf companies are not allowed.
- All directors and shareholders of your company can be foreigners.
- If you want to operate your company from Bangladesh as a foreign investor, you must obtain a work permit.
- You are required to pay corporate income tax.
- Your company must follow a 20:1 ratio of local to foreign employees.
FAQs
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.
No, you do not need a local partner. Foreign investors can fully own and operate companies in Bangladesh.
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.
