Online Company Registration in Bangladesh
On This Page
Are you planning to register a company in Bangladesh? If so, you have chosen the perfect time. Bangladesh offers 73.75 million available workers, a variety of natural resources, and ranks 168th in the Ease of Doing Business index.
However, if you want to avoid the hassle of visiting the RJSC office, online company registration is the best option. Do you not know how to register a company online in Bangladesh? Read this article prepared by Law Advisor BD to learn how.
Get an Appointment Today!
What is Online Company Registration?
Online company registration simplifies the process of formally establishing your business. It allows you to complete the necessary paperwork and submit it electronically. In Bangladesh online company registration is primarily handled through the Registrar of Joint Stock Companies and Firms.
Benefits of Online Company Registration in Bangladesh
1. Saves Time
Traditional company registration in Bangladesh can be time-consuming. It often involves multiple visits to the RJSC office. You might have to wait in long queues. Online registration eliminates this hassle. You can submit your application and documents from the comfort of your home or office. This saves you valuable time.
2. Greater Accessibility
Online registration is more accessible. You can access the RJSC website from anywhere with an internet connection. This is particularly beneficial for entrepreneurs in remote areas of Bangladesh. They don’t have to travel to Dhaka or other major cities to register their companies.
3. Paperwork Accuracy
When you fill out a company registration application form online, the system automatically checks for mistakes or missing information. This helps ensure that your application is complete and accurate before you submit it.
4. Ease of Registration for Foreign Entrepreneurs
If you are a foreign entrepreneur looking to start a business in Bangladesh, online company registration makes the process easier. For example, a foreign investor from India or the UAE can register a company in Bangladesh quickly. There is no need for physical visits. This makes the process efficient for foreign investors.
Online Company Registration Requirements in Bangladesh
1. Company Name Clearance Certificate
Before you can complete the online registration, you need to obtain a Name Clearance Certificate from the Registrar of Joint Stock Companies and Firms.
How to get it: You can apply for name clearance through the RJSC’s online portal. If your chosen name is available, you will receive the clearance certificate.
2. Memorandum of Association
The Memorandum of Association is a legal document that defines the purpose, objectives, and scope of your company’s activities.
How to get it: You can draft the MOA yourself or have it prepared by a legal professional to ensure it meets the requirements of the Companies Act.
3. Articles of Association
The Articles of Association is an important document that specifies how the company will be governed, how decisions will be made, and the roles of shareholders and directors.
How to get it: You can draft the AOA yourself or seek assistance from legal experts like Law Advisor BD.
4. Proof of Identity for Directors and Shareholders
To verify the identity of the directors and shareholders of your company, you must provide proof of identity.
What you need: You need a copy of the national ID card for Bangladeshi directors and shareholders or a passport for foreign directors and shareholders.
How to get it: You can scan or photograph the original IDs and upload them during the online application process.
5. Registered Office Address
You need to provide a registered office address where your company will operate.
How to get it: If you are renting office space, obtain a copy of the lease agreement. If you own the property, you will need to submit the title deed or ownership document.
6. Bank Statement and Deposit Proof (For Paid-Up Capital)
A paid-up capital is necessary to complete the registration of your company. The minimum paid-up capital for registering a private limited company in Bangladesh is:
- Taka 1 (local currency) for a company with Bangladeshi shareholders.
- USD 50,000 for a company with foreign shareholders.
What you need: You need a deposit receipt or bank statement that shows the paid-up capital amount deposited into your company’s temporary bank account.
How to get it: After opening a business bank account, deposit the required amount and obtain the receipt or statement from your bank.
Step-by-Step Process for Online Company Registration in Bangladesh
Step 1: Obtain Name Clearance
The first step in incorporating a company in Bangladesh is to get a Name Clearance Certificate. This certificate is essential to confirm that the company name you want is not already in use or too similar to an existing name. The entire process is done online.
How to do it: Visit the RJSC website. You will need to create an account and submit a few proposed names for your company. After reviewing the names, the RJSC will approve one and issue a clearance certificate.
Step 2: Draft the Memorandum and Articles of Association
Once your company name is cleared, you need to prepare two important documents. These documents are the Memorandum of Association and the Articles of Association.
Step 3: Prepare Director and Shareholder Information
You need to gather and provide proof of identity and address for all directors and shareholders. This step is necessary to verify their legitimacy.
How to do it: Collect scanned copies of the National ID cards or passports for foreign directors for all directors and shareholders. You will also need recent proof of address. This can be a utility bill or a bank statement.
Step 4: Obtain a Digital Signature
A digital signature is necessary for completing your online registration. It serves as a secure and legal form of approval when you submit documents electronically to the RJSC.
How to do it: You need to apply for a digital signature from a government-approved certification authority. Once issued, you must use the digital signature to sign the application forms and documents electronically. You can obtain a digital signature from organizations like the Bangladesh Computer Council or other approved vendors.
Step 5: Fill Out the Online Registration Form
Once you have all the required documents, you can fill out the online registration form on the RJSC website. This form will contain the following:
- The company name
- Registered office address
- The names of directors and shareholders
- The amount of share capital
How to do it: Log in to your RJSC account and fill out the registration form accurately. You will need to provide the company’s objectives, the number of shares, and the value of each share. You will also upload the MOA, AOA, and identity and address proofs in this step.
Step 6: Pay the Registration Fee
After you complete the online form and upload all the documents, you need to pay the company registration fee. The amount of the fee depends on your company’s authorized share capital.
Authorized Capital (BDT) | Registration Fee
|
Up to 20,000.00 | 00.00 |
Additional for every 10,000.00 or part after first 20,000.00 up to 50,000.00 | 00.00 |
Additional for every 10,000.00 or part after first 50,000.00 up to 10,00,000.00 | 00.00 |
Additional for every 1,00,000.00 or part after first 10,00,000.00 up to 50,00,000.00 | 50.00 |
Additional for every 1,00,000.00 or part after first 50,00,000.00 | 80.00 |
How to do it: The RJSC online portal allows you to pay the fee using a credit or debit card. You can also use other digital payment methods like Bkash or Nagad. Once the payment is made, the system will confirm your submission.
Step 7: Submit and Wait for Approval
Once the payment is complete, you can submit your application. After you submit your application, you can track its status through your RJSC account. If there are no issues, the Certificate of Incorporation will be issued within 5 to 7 business days.
Step 8: Open a Business Bank Account
Once you receive the Certificate of Incorporation, you need to open a business bank account in Bangladesh.
How to do it: Visit any bank in Bangladesh with the required documents. These documents include the Certificate of Incorporation, MOA, AOA, and proof of identity and address for the directors. Banks like BRAC Bank, Dutch-Bangla Bank, and Islami Bank Bangladesh are commonly used for opening business bank accounts.
Post-Registration: What’s Next?
- You must apply for a Trade License from the local City Corporation or Municipality office.
- If your business turnover exceeds BDT 5 million per year, you will need to register for VAT in Bangladesh. If it’s between BDT 3 million and BDT 5 million, you need to enlist and pay turnover tax.
- If you hire employees, you need to ensure they are registered for Tax Deduction at Source and Social Security.
- If you are a foreign investor or involved in an industry requiring special approval, register with the Bangladesh Investment Development Authority.
FAQs
You can register private limited companies, public limited companies, foreign companies, and partnership firms online in Bangladesh.
Yes, foreign investors can register companies online in Bangladesh. They need to follow the same process and provide additional documents like a foreign investment approval certificate.
If your application gets rejected, the RJSC will provide reasons for rejection. You need to correct the issues and resubmit your application.
