Tahmidur Rahman Remura Wahid logo
Tahmidur Rahman Remura  Wahid LOGO best law firm in Bangladesh

DHAKA: House 410, ROAD 29, Mohakhali DOHS
DUBAI: Rolex Building, L-12 Sheikh Zayed Road
LONDON: 1156, St Giles Avenue, Dagenham

24/7 Contact Numbers, Even During Holidays:


Registration of a Private Limited Company in Bangladesh in 2023  | 5 Simple Steps

Registration of a Private Limited Company in Bangladesh in 2023 | 5 Simple Steps

Registration of a Private Limited Company in Bangladesh in 2023

Barrister Remura Mahbub

Barrister Remura Mahbub
 Senior Associate, The Law Firm in Bangladesh

24 Jan 2023

This article will explain in details about formation and registration of a Private Limited Company in Bangladesh.

It will focus on five easy steps: business name clearance, drafting required documents, opening a bank account, company registration with the RJSC, and post registration formalities.

Moreover, it will outline essential points for foreign investors and alternative ways to set up a company in Bangladesh.

 Private Limited Company in Bangladesh

There are five ways of doing business in Bangladesh:

  • It restricts the ability to transfer shares [section 2(q)]
  • The minimum number of members is 2 (two) [s. 5]; the maximum number of members is 50 (fifty), excluding employees of the Company [s. 2(q)].
  • It must have at least two directors [s. 90 (2)]
  • It prohibits any public invitation to subscribe for the Company’s shares or debentures [s. 2(q)].

After completion of Registration of a Private Limited Company in Bangladesh, it can begin operations as soon as it is registered with  The Registrar of Joint Stock Companies (RJSC), subject to obtaining the other licenses listed below in the post-registration section of this Report.

We will explain the whole thing in this article, but here is a table outlining the steps involved in forming a company in Bangladesh:

Step Description
1 Choose a business name and register it with the Registrar of Joint Stock Companies and Firms (RJSC).
2 Obtain any necessary licenses or permits for your business.
3 Draft the memorandum and articles of association for your company.
4 Hold a meeting with the directors to adopt the memorandum and articles of association.
5 Submit the memorandum and articles of association, along with other required documents, to the RJSC for registration.
6 Pay the registration fees and obtain a certificate of incorporation from the RJSC.
7 Obtain a tax identification number (TIN) from the National Board of Revenue (NBR).
8 Register for any necessary taxes with the NBR.
9 Obtain any necessary approvals or permits from relevant government agencies.
10 Start operating your business.

Please note that this is a general overview of the process and may vary depending on the specific type of company you are forming and the nature of your business. It is advisable to seek legal and professional guidance to ensure that all necessary steps are taken and all necessary documents are properly completed and filed. Now let’s get into details!

    Procedure for Registration of a Private Limited Company in Bangladesh

    The 5 steps listed below correctly outlines the procedure for the registration of a Private Limited Company in Bangladesh.

    Step 1: Business Name Clearance 

    The first step in forming a private limited company in Bangladesh is to fix a desired name for the company.  Following the selection of a name, the applicant must apply for name clearance in order to obtain the name approval certificate RJSC.

    The certificate is usually delivered within 1 to 2 days. Investors are required to pay RJSC the necessary fees for name clearance and verification.The government fee for name clearance is currently 230 BDT or  around 3 USD.

    Step 2: Drafting Required Documents

    In order to form a Private Limited company in Bangladesh, a Memorandum of Association (MoA) and Articles of association (AoA) must be prepared by the company.

    Drafting Memorandum of Association (MoA):

    A limited company’s Memorandum of Association (MOA) states the company’s objectives, company’s authorized capital, and list of the shareholders along with their respective shareholdings.

    However, it should be noted that in order to begin a banking, finance, school, or hospital business, prior approval from the relevant authority is required.

    Drafting Articles of Association (AoA):

    The AoA outlines all of the regulations that govern how a limited company operates. The AoA should include the number and list of directors, the board’s power, the Managing Director’s power, the meeting process, quorum, notice procedure, and the appointment of auditors.

    It also specifies how the company’s bank account will be managed.



    Best Law Firm In Dhaka


    Step 3: Opening a Bank Account

    To start a private limited company in Bangladesh, you will need to open a temporary bank account in the proposed company name with any scheduled bank in Bangladesh.  

    This stage is solely applicable if the proposed company has foreign shareholding. The following documents need to be filed to the respective banks in order to open the bank account:

    • Name Clearance
    • Draft copy of your MoA and AoA
    • Board Resolutions of the foreign company
    • Passports copies of the representative shareholders
    • bank account opening forms.

    Foreign investors wanting to form a private limited company in Bangladesh must deposit the requisite paid-up capital into the company’s bank account.

    The remitted funds will be held by the bank. The bank will produce an Encashment Certificate, which will be required by RJSC in order for the company to be incorporated.

    This certificate states that the appropriate capital contribution has been duly deposited in the proposed company’s temporary bank account.


    Best Corporate Law Firm In Dhaka

    Step 4: Company Registration with the RJSC

    In order to register the private limited company in Bangladesh, all the required information and documents must be submitted to the RJSC. They are as follows:

    • Details of Directors (name, parents name, passport number, email ID, mobile number)
    • National Identification Number (if Bangladeshi national)
    • Tax Identification Number (if Bangladeshi national)
    • Limit of paid up capital and authorized capital
    • Photo of all shareholders (1 copy)
    • Address of the company
    • Signatories of the bank account

    The registration fee and stamp duty must be paid in the RJSC’s designated bank.
    The government fee will be calculated depending on the proposed company’s approved share capital.
    A certificate of incorporation must be obtained from the RJSC after all processes have been completed successfully in order to register a private limited company in Bangladesh.

    Step 5: Post-registration Formalities

    After successful company formation, the last step in order to form a private limited company in Bangladesh is to acquire the following certificates/licenses:

    (a) Trade License 

    The companies must obtain a trade license from the local authorities. The proposed Company must submit an application to the local City Corporation, together with all essential paperwork and payments.

    The cost of getting a trade license is around USD 200, and it can be renewed annually. Three to four working days are typically required to receive it.

    b) TIN (Tax Identification Number)

    A private limited company in Bangladesh must obtain an E-TIN from the National Board of Revenue‘s (NBR) website, which can be done free of cost.

    c) VAT Registration Certificate

    The newly formed company must also obtain a VAT registration Certificate from the National Board of Revenue. This should take about 5-7 working days.

    d) Fire Certificate

    Bangladesh Fire Service and Civil Defense Authority will need to issue a fire certificate to the private limited company.

    e) Environmental Clearance Certificate

    A private limited company in Bangladesh must collect an environment clearance certificate from the Department of Environment if it intends to be involved in industrial activity.

    Furthermore, each year, the company must submit to the RJSC the following documents:

    • Schedule X which is a list of shareholders and an annual summary of share capital.
    • Balance Sheet within 30 days of Annual General Meeting (AGM).
    • Profit and Loss Account within 30 days of AGM.
      Form 23B which is a letter of approval from the auditor that must be provided within 30 days of the appointment date.
    How To Form A Private Limited Company In Bangladesh_Best Corporate Law Firm In Dhaka

    If you want to open a liaison office in Bangladesh or about branch formation click here!

    Essential Information for Foreign Investors

    Foreign investors need to keep the following things in mind when they plan to form a private limited company in Bangladesh:

    • The costs of registering a company are primarily determined by the company’s authorized capital. The average cost is between USD 1800.
    • Shelf companies are not permitted and must have a physical place of business in Bangladesh.
    • Bangladesh Forex Regulations allow for the full repatriation of profits and investments.
    • Foreign nationals may be employed at a 20:1 (local: expat) ratio, subject to obtaining the necessary work permit.
    • Except in a few restricted areas, 100 percent FDI investment is permitted.
    • Directors can be either foreign or domestic nationals.
    • The typical corporate income tax rate ranges from 25% to 45 percent, depending on the sector and nature of the company.

      However, tax exemptions are available for selected sectors and areas for 5-7 years.

    • There are also additional tax exemptions  for investing in Special Economic Zones.


    “Tahmidur Rahman – The Law Firm in Bangladesh is considered as one of the leading corporate firms in Dhaka, Bangladesh”

    BDLaw Firms Bangladesh

    What are some alternative ways to set up a company in Bangladesh?

    Branch Office:

    A branch  is not a separate incorporated entity, but rather an extension of its parent company. In other words, the parent company is liable for the liabilities of its branches. 

    With Bangladesh Investment Development Authority’s (BIDA) approval, a branch can engage in commercial activities. The Exchange Control Guidelines, on the other hand, strictly monitor its operation.
    In Bangladesh, the average time to open a branch officis 45- 60 days.

    Liason Office:

    A liaison, also known as a representative office, is subject to BIDA approval  similarly as a branch.

    It must have an overseas parent company, and its activities are limited because it only serves as a communication or coordination instrument for Bangladesh’s business resources.

    Also, keep in mind that a liaison office in Bangladesh cannot earn any local income. Through remittance, the parent company bears all of its expenses and operational cost. It also adheres to the general business registration procedure in Bangladesh.


    How To Register A Private Limited Company In Bangladesh Infographics Remura Mahbub

    “To start a private limited company in Bangladesh, you will need to open a temporary bank account in the proposed company name with any scheduled bank in Bangladesh.

     This stage is solely applicable if the proposed company has foreign shareholding.”

     -Barrister Remura Mahbub

    Are you planning to register a private limited company in Bangladesh?

    Company formation and registration at Tahmidur Rahman Remura: The Law Firm in Bangladesh:

    The legal team of Tahmidur Rahman, The Law Firm in Bangladesh Remura: The Law Firm in Bangladesh are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company in Bangladesh . For queries or legal assistance, please reach us at:

    E-mail: [email protected]
    Phone: +8801847220062 or +8801779127165

    Address: House 410, Road 29, Mohakhali DOHS



    How much money is required for company registration in Bangladesh?

    The governmental fees for registering a company are determined by the amount of authorized capital. Government fees for the issuance of an Incorporation Certificate shall be BDT 1000.

    How long does it take to register a company in Bangladesh?

    Once the aforementioned formalities have been completed, RJSC will usually issue the certificate of incorporation (Company registration certificate) within 6-8 working days.

    It usually takes 2-3 weeks from the date of submission of all documents to RJSC to register a company.

    What is BIDA?

    Bangladesh Investment Development Authority (BIDA) is in charge of facilitating foreign investments in the country.

    BIDA's responsibilities include issuing work permits for foreign employees, visas for foreign investors, processing loans from foreign sources, approving remittance of royalties and technical fees, assisting in the acquisition of industrial plots, facilitating utility connections, approving foreign loans, suppliers credit, and providing assistance and advice on a variety of investment-related issues.

    Foreign investors with industrial projects are strongly advised to register with BIDA after forming their limited company. However, there is no requirement for a commercial or trading company to register with BIDA. The average time frame for obtaining registration is 7-10 working days.

    What documents are needed to set up a private limited company in Bangladesh?

    1. Memorandum of Association
    2. Article of Association
    3. Certificate of Incorporation
    4. Trade License
    5. TIN
    6. VAT Registration Certificate
    7. Name Clearance
    8. Environmental Clearance Certificate
    9. Fire Certificate

    What is the minimum capital required for a private limited company in Bangladesh?

    In Bangladesh, there is no minimum or maximum authorised capital for a local company.

    However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50,000/- must be invested in the Company.

    Can a single person start a company in Bangladesh?

     Bangladesh does not allow a single person to open a private limited company or One Person Company (OPC).

    A private limited company must have at least two shareholders. In the case of a public limited company, however, the total number of shareholders required is seven.

    Can a private limited company have one director in Bangladesh?

    A private limited company must have at least two directors. Local or foreign nationals may serve as directors.

    Directors must be at least 18 years old and have never been bankrupt or convicted of a crime. A director is required by law to own the qualification shares specified in the Articles of Association.

    What is the difference between authorised capital and paid-up capital?

    - Authorised capital: The amount of authorised capital must be specified in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that a company may allocate to shareholders.  

    In Bangladesh, there is no minimum or maximum authorised capital for a local company. However, for practical reasons and to obtain complete flexibility in terms of expatriation and bringing in foreign expatriates, a minimum of USD 50000/- must be invested in the Company.

    -Paid-Up Capital : The minimum paid-up capital for registering a Bangladeshi company is Taka 1 (for local companies) and USD 50000 (for foreign companies).

    How To Form A Private Limited Company In Bangladesh_Best Corporate Law Firm In Bangladesh
    Video Tutorial
    Author’s Bio
    About Barrister Remura Mahbub | One of the most innovative young lawyers in Bangladesh

    Barrister Remura Mahbub is a finance partner and one of the Bangladesh's market leading international lawyers. She is head of the firm's Mergers and Acquisitions practice, which advises corporates and financial institutions on outbound and inbound investments, projects and financings.

    Meheruba has a diverse finance practice , representing large banks, financial sponsors, and corporations. She specializes in acquisition and structured financings, loan portfolio purchase and financing, real estate financings, and inbound and outbound transactions. She has extensive expertise in the energy and infrastructure industries.
    Work highlights

    Meheruba has acted on many high-profile Finance and Commercial deals in Bangladesh and India. These include advising:

    ⦾ Standard Chartered Bank on the sale of a portfolio of loans in Bangladesh, the first in a series of similar deals in Bangladesh as part of the government’s directive to banks to focus on the robustness of their balance sheets.

    ⦾ the lending and underwriting banks on the refinancing of US$6.9bn worth of debt uninsured by the Summit Group

    ⦾ Brookfield Property Partners on the acquisition and financing of Unitech’s real estate portfolio

    ⦾ Enron on the US$3bn Dhabol power project (since renamed Ratnagiri Gas and Power), the first ever inward investment into the power sector

    ⦾ the sponsor and borrowers on the Sakhalin LNG project, the world’s largest integrated oil and gas project and the largest LNG financing in Russia

    Email: [email protected]

    Address: 2 Turner Street, Canning Town, E16 1FH, United Kingdom

    Gender: Female

    Job Title: Barrister and Senior Associate

    Have a Different Question?

    Email us anytime : [email protected]

    Or call — +8801847220062 or +8801779127165

    Procedures To Get Tax Exemption Certificate 

    Procedures To Get Tax Exemption Certificate in Bangladesh A tax exemption is the reduction or elimination of a person's obligation to pay a tax that would otherwise be imposed. The tax-exempt status may provide total tax exemption, a reduction in tax rates, or impose...

    How to obtain mutation khatian in Bangladesh

    Mutation khatian in Bangladesh In Bangladesh, mutation is a significant role in land ownership. When you acquire ownership of land or property, you must execute the mutation. It is a crucial piece of evidence supporting the land's title. If your name is not on the...

    Suit for Khatian correction in Bangladesh

    Khatian correction Suit in Bangladesh Land ownership and property rights hold immense significance in any society, providing stability and security to individuals and communities. In Bangladesh, where land is a precious resource and a crucial element of livelihoods,...

    Boiler Registration Certificate for BEZA

    Boiler Registration Certificate for BEZA in Bangladesh In order to install and use a boiler with a volumetric capacity greater than 25 liters for their manufacturing or production unit, an EZ Unit Investor must first obtain a No Objection Certificate (NOC) from the...

    BIDA Registration for Foreign Investment Project

    BIDA Registration for Foreign Investment Project in 2023 According to the BIDA Act of 2016, all industrial investors (those outside the jurisdiction of BEZA, BEPZA, BHTPA, and BSCIC) are required to register their investments with BIDA. Registration with BIDA is not...

    Power of Attorney guidelines for foreign individuals in Bangladesh

    Power of attorney guidelines for non-Bangladesh nationals The purpose of this article is to provide a comprehensive overview of the laws pertaining to Power of Attorney in Bangladesh and to outline the key considerations when drafting a Power of Attorney. Definition:...

    Bangladesh Labour Rules 2015 Amendment

    Labour Rules Amendment 2015: The government revised the Bangladesh Labour Rules for 2015 in 2015. The government issued a revised gazette of the Labour Rules on September 1, 2022, modifying 99 rules and eliminating two. By means of this newsletter, we hope to shed...

    VAT Deductible at Source in Bangladesh

    VAT Deductible at Source in Bangladesh: A Guide by Tahmidur Rahman Remura Law Firm In Bangladesh, the Value Added Tax (VAT) Act of 2012 introduced provisions for VAT Deductible at Source (VDS). These regulations outline the circumstances under which VAT should be...

    Declaratory Suit in Bangladesh

    Declaratory Suit in Bangladesh: Clearing Legal Confusion and Establishing Rights In the realm of legal disputes concerning property rights or legal character, a declaratory suit can serve as a powerful tool for seeking clarification and resolution. Under Section 42 of...

    Partition suit in Bangladesh

    A Complete Guide to Partition Suit in Bangladesh Between The Co-Sharers Introduction: Co-ownership of property is widespread in Bangladesh, which frequently results in disagreements amongst co-sharers over how to divide the assets. Co-owners have a legal avenue to...

    NGO and INGO Registration Procedure in Bangladesh

    NGO and INGO Registration Procedure in Bangladesh

    NGO registration in Bangladesh- A complete guide in 2023- Everything you need to know

    Tahmidgoldenpicturebackground E1569742859700

    Tahmidur Rahman, Senior Associate, TR Barristers in Bangladesh

    2 Jan 2020

    This post in details will explain in details about NGO and INGO registration in Bangladesh, the timeline, the concerns and types of NGOs , NGO’s Affairs Bureau,  key parts of the Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA) Act, and the compliances to maintain with Joint Stock Companies and Firms, Department of Social Services with clear directions and infographics.

    NGO’s in Bangladesh

    Non-governmental organizations (NGOs) play an significant role in developed countries ‘ economic growth. They provide services to society through community development welfare work, national disaster assistance, sustainable system development, and grassroots movements. They are taking numerable steps to improve our community.

    With the record of being the most densely populated nation on earth and a poor workforce, Bangladesh faces a huge challenge to meet the demands of its ever-increasing population.

    For coping with such population, Organisations are working as the foundation of society. There are several types of organizations, but under the main heading, they can be categorized into three parts:

    • Government organisations, 
    • private organizations and 
    • non-governmental organisations. 

    NGO’s have a positive outlook to the society compared to two other wings of the societal organisations. Many activists also dream of making their own NGO to improve society, but by no way build a child’s play. Now, to grasp the whole premise, we will need to recognize a few things.

    What is an NGO?

    The Non-Governmental Organization is a legal body that is not a direct member of the government, independent of government power, and not a direct political competitor.

    Generally, NGOs are set up by a group of people who aim to create a positive difference in society. They raise money from different donors around the world and try to fulfill their mission. NGOs may be of different kinds, such as zoning, state, international, etc.

    The NGO was first formally visualised in Article 71 of the Charter of the United Nations, which states: ‘The Economic and Social Council may make appropriate arrangements for consultation with non-governmental organisations.’

    A non-governmental organization is a legal body that is not a direct part of a government, independent of government control, and not a direct political competitor.

    Differences between an NGO and other organisations

    In Today’s world, modern organisations are very nuanced in terms of thoroughness, for example, NGOs are working with the government, and some of them are also binding.

    So things blur time to time, in general, NGO’s are considered to be non-profit, non-government-dependent, and to serve their specific function, but they may be a helping hand of the government, collect money, and make profit in order to fulfill their function.

    They may not abide by company law or business law, but may be interested in the business as a separate agency of a related NGO. So close observation is required on both the de facto and the de jure activities of the NGO.

    Thus, it can be inferred that the process of creation, the mission and the activities of an entity are the final proof that it is an NGO; that it must not be a completely viable business agency, or that it must serve the purpose of its constitution and function accordingly to the part of the government under which it operates for government purposes.

    Ngo Registration In Bangladesh

    Conventional NGO programs in Bangladesh

     On the basis of funding, we can further extend the scope of NGOs, such as locally sponsored, government-funded, foreign government-supported, national and international organizations. NGOs conventionally cover a wide range of sectors.

    Typical NGO and INGO programs in Bangladesh are:

    • BINGO: business-friendly international NGO (example: Red Cross)
    • ENGO: environmental NGO (Greenpeace and World Wildlife Fund)
    • GONGO: government-organized non-governmental organization (International Union for Conservation of Nature)
    • INGO: international NGO (Oxfam)
    • QUANGO: quasi-autonomous NGO (International Organization for Standardization [ISO])

      In addition to that the other general scopes are:

    • Human Rights
    • Woman Rights
    • Humanitarian Situation
    • Health issue
    • Education Sectior
    • Responding to health crises
    • Environmental issues
    • Economic programs
    • Skills development
    • Local development
    • Addressing Social issues
    • Religious perspective ( support and help)
    • Research purpose
    • Survey and Study

    If you want to know how to open a company in Bangladesh or about company formation click here!

    How to register an NGO in Bangladesh?

    To get an NGO or an INGO registered in Bangladesh or an organization willing to operate or obtain foreign funding for the purpose of undertaking or carrying out any voluntary operation, it is imperative that such an organization be registered with the authority concerned and comply with the Government’s requirements.

    According to the laws of Bangladesh, the term “voluntary activity” can be specified as “an activity undertaken or carried out by any person or organization of his or her own free will to provide agricultural, relief, missionary, educational , cultural, vocational, social, welfare and development services, and includes any activity that the Government can, from time to time, consider to be a Voluntary activity.”


    NGO and INGO registration in Bangladesh

    Any entity whose activities fall within the ambit of the definition mentioned above needs to have it registered to carry out its operation in Bangladesh.

    In order to register an International Non-Government Organization (INGO) or local based Non-Government Organization (NGO), an application needs to be filed with the concerned authority. 

    The NGO Affairs Bureau (NGOAB) (which is under the Ministry of Social Welfare of Bangladesh) and the Ministry of Home Affairs shall be the relevant authorities in Bangladesh in this regard.

    However, for example the Ministry of Health & Family Welfare or Ministry of Disaster Management and Relief or any other relevant authority which administers the entity’s activity shall also play a vital role. 

    An NGO in Bangladesh can be registered in three ways: 

    A. Under NGO Affairs Bureau 

    B. Under the Department of Social Services (DSS)

    C. Under Joint stock companies and firms


    “Tahmidur Rahman – Tahmidur Rahman Remura Wahid Parnters is Considered as one of the leading firms in NGO and Non-profit Law in Dhaka, Bangladesh”

    Carpe Noctem Bangladesh

    Process of NGO registration Under NGO Affairs Bureau in Bangladesh

    Firstly, the registration of the INGO or the NGO must be carried out by the body of the NGOAB concerned. Application in the specified form shall be made to the NGOAB along with payment of the required fee and all related documents such as operation report, letter of intent, constitution, copy of the Treasury Challenge with respect to payment of registration fees, etc.

    Upon submission of the application to the NGOAB, it shall be forwarded to the Ministry of Social Security and also to the Ministry of Home Affairs for review and inspection of the documents submitted.

    Upon receipt of the papers, the Ministries concerned shall nominate the Special Branch of Police and National Security Intelligence to carry out a security check on the applicant and on such a matter of inspection as clearance forwarded to the Ministry of Home Affairs, provided that the approved bodies are pleased with their enquiries.

    Once the approval has been issued to the NGOAB, it shall continue with the audit and final inspection of the documents. Acted mainly under the International Donations (Voluntary Activities) Regulations Act, 2016 (FDRA); to register an NGO, certain tasks must be completed; (as stated in section 4 of the FDRA) :


    • FD-1 Form (signed by Chief Executive in Bangladesh) – 9 copies
    • Certificate of incorporation in the Country of origin – 3 copies
    • Constitution – 4 copies
    • Activities Report – 6 copies
    • PIan of Operation (Work/Organogram) –  4 copies
    • Decision of the committee/ Board to open an office in Bangladesh – 4 copies
    • Letter of Appointment of the Country Representative – 4 copies
    • Copy of Treasury challan in support of depositing 50000 Taka for local NGO and USD $ 9,000 or Equivalent TK amount for foreign NGO in the Code 1-0323-0000-1836 and 15% Vat Code No (1-1133-00 35 -0311)  – 3 copies
    • Deed of agreement stamp of TK.300 with the landlord in support of opening the office in Bangladesh – 3 copies
    • List of Executive Committee (foreign) –  4 copies
    • Letter of Intent – 5

    Note: AII documents from abroad should be notarized by Justice of peace or attested by Bangladesh Embassy.

    Ngo Registration In Bangladesh_How To Register A Ngo In Bangladesh

    Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA)

    As per, Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA), under section 2(1) and foreign donations under section 2(5) which is very important to operate an NGO in Bangladesh.


    • Section 3 of the Act made it necessary for NGOs to register where there is some international transaction. This act shall take precedence over all other current and relevant legislation.
    • Officials are to verify documents and authorize the NGO for a term of 10 years. It must be re-submitted in order to renew period 6  months before the end of the 10-year term. It placed certain barriers under section 5 to accept donations from certain individuals.

      Section 6 stipulated that the appointment of International Consultant, Advisor or Officer and International Tours must be notified by the Government of their security clearance.

    • Section 9 for the management of the account of foreign donations, as well as for each NGO and person, shall maintain its accounts in the specified manner and prepare an annual statement of accounts; (section 12) for the approved audit firms.
    • Section 10 empowers the Government to carry out surveillance, monitoring and analysis of every NGO.
    • Under section 15 the Act said if any NGO violates this law or any law of Bangladesh the can take appropriate action against that NGO.

    Registration of NGO under the Department of Social Services (DSS)

    This is done under the Ministry of Social Welfare The application process is simpler here as the online application system is available and the processing period is estimated to be about 7 months long [further verification needed]. But catch registration with DSS only allows you to work in Bangladesh only does it not allow you to receive foreign donations. Follow this link for more information and procedures. The main legal instruments are as follows:

    2) স্বেচ্ছাসেবী সমাজকল্যাণ সংস্থাসমূহ (নিবন্ধন ও নিয়ন্ত্রণ) বিধি ১৯৬২

    An NGO or charity can be registered with the Ministry of Social Welfare’s Department of Social Services (DSS).

    Registration, however, is only required for organizations that will provide welfare services to children, youth, women, families, physically or mentally handicapped, family planning, recreation, civic responsibility, released prisoners, juvenile delinquents, socially handicapped, beggars and the destitute, patients, the elderly or infirm, social work, or coordination of social welfare agencies.

    Voluntary Social Welfare Agencies (Registration and Control) Ordinance, 1961, and related Rules, 1962.

    Registration Procedure under Ministry of Social Welfare’s Department of Social Services (DSS):

    Step 1: Obtaining name clearance from the appropriate office.

    Step 2: Submit an application for registration to the authority using the prescribed form, ‘Form-B.’

    Step 3: Submit all required documents, along with ‘Form-B.’

    Step 4: Pay government fees such as Treasury challans, VAT, and so on.

    Step 5: Application is forwarded to the appropriate Ministries.

    Step 6: A security check is performed by a law enforcement agency, such as the Special Branch of Police or National Security Intelligence, among others.

    Step 7: The Ministry inspects, monitors, and reviews the NGO.

    Step 8: Review and final scrutiny by the DSS, followed by registration issuance if satisfied.

    Step 9: The registration process with the Department of Social
    Services may take 5-7 months, depending on the circumstances.

    Ngo Registration In Bangladesh

    Registration of NGO through RJSC in Bangladesh

    Registration with RJSC is a more formal approach towards registering an NGO in Bangladesh, but often deemed as more desirable because it offers:

    1) Quicker response time for applications
    2) Smoother application process:


    The procedure is based on the SOCIETIES REGISTRATION ACT of 1860.The process of registration under the Societies Registration Act is as follows:

    Seven or more persons associated in any literary, scientific, charitable, or other similar purpose may apply to the Bangladesh Registrar of Joint Stock Companies and Firms to form a society by subscribing to its memorandum of association, which must be accompanied by the society’s rules and regulations.

    Step 1: First, you need to get a name clearance like a company name clearance. The next step in the process is the actual application for registration of the entity. This request must be submitted on paper along with all the necessary documentation (and the approval of the name clearance).

    Step 2: Submit an application to RJSC for registration, along with the Memorandum of Association and a Clearance letter, as well as all other required documents.

    Step 3: Payment of government fees is the third step.

    Step 4: A security check is performed by a law enforcement agency, such as the Special Branch of Police or National Security Intelligence, among others.

    Step 5: Inspection, monitoring, and evaluation of the NGO by the appropriate authorities.

    Step 6: If all requirements are met, the authority will issue a registration.

    Process of Registration of an association in Bangladesh under the Companies Act:

    According to Section 28 of the Companies Act, 1994, an association can be incorporated as a non-profit company conforming to the rules and regulations of a company with limited liability when it obtains a license from the concerned authority, namely the Bangladesh Registrar of Joint Stock Companies and Firms under the Ministry of Commerce.

    The procedure for obtaining RJSC registration is nearly identical to that described above. The government will grant a license if it is satisfied that the association will promote commerce, art, science, religion, charity, or any other useful goals, and that its profits or income will be used to further those goals without paying any dividends to its members. These types of welfare-oriented businesses can be formed as limited liability companies under the Companies Act of 1994.

    Registration of Trusts:

    ‘A trust may be established for any lawful purpose, including charitable activity,’ according to the law. The trustees are in charge of looking after and managing the trust property in order to achieve the goals stated in the trust deed.

    A Trust can be established for any lawful purpose, such as the benefit of children, the public good, religious purposes, or any other purpose by interested persons, whether legal or natural, with specific property, whether moveable or immovable, or a fund for the benefit of the community. The trustee/s are responsible for the care and management of trust property in order to achieve the purposes stated in the trust deed.

    Relevant Statutes: – The Trust Act of 1882:

    The Trust Registration Procedure:

    Step 1: A trust can be created through a trust deed that specifies the author’s intention.

    Step 02: In the trust deed, the author of the trust must state with reasonable certainty his intention to establish the trust, the purpose of the trust, the beneficiary, the trust-property, and transfers of trust property to the trustee.

    Step 03: For the creation of a valid trust, certainty of words in unambiguous terms indicating intention, subject matter, and specific objective is required.

    Step 04: The concerned organization can begin operations after the trust deed is registered. For example, trust deeds are registered at the Sub-Registrar Office where the NGOs’ headquarters are located.

    This Act provides for the registration of foundations, trusts, and other charitable organizations.

    Charitable trust reporting regulatory authority:

    There is currently no regulatory authority to which charitable trusts are required to report, so registration or license from other Non Profit Organization regulatory or registration authorities is required for their smooth operation. Trusts are required by law to report to that authority in such cases.

    Trusted management of NGOs or charities:

    A Board of Trustees manages a trust by protecting the trust property and enhancing it to its maximum benefit, as defined in the trust deed.

    Registration for Waqf:

    The concept of Waqf in Muslim Law is similar to the concept of trust in English. In this case, the owner of a property, both movable and immovable, can create a waqf for the use of beneficiaries in perpetuity through a declaration in an instrument. In accordance with the terms of the waqf instrument, the waqf is administered by a trustee known as a mutawalli.

    Concerning Legislation:

    Waqfs Ordinance of 1962

    Registration Procedure for Waqf:


    Step 1: The Mutawallis waqf property must file an application with the Waqf Administrator’s office.

    Step 2: Upon receipt of the application, the Administrator will proceed to register the waqf property, after which he will keep detailed information about it in his register, including the deeds, the name of the mutawalli, and the rules of succession to the office of mutawalli.

    Shortcomings and Recommendations:

    Various NGOs or charities have been formed and run under the aforementioned Acts, but these same Acts have been causing complications at this time.

    It should be noted that there is no uniform law governing the formation of an NGO; rather, different types of laws, rules and regulations, and bodies govern the formation of the same, depending on its nature, objectives, purposes, constitution, resolutions, and so on. As a result, a consolidated uniform law is critical for the smooth formation, operation, and legalization of NGOs in Bangladesh.

    “As per, Foreign Donations (Voluntary Activities) Regulations Act, 2016 (FDRA), under section 2(1) and foreign donations under section 2(5) which is very important to operate an NGO in Bangladesh.”


    Ngo Registration In Bangladesh_Ngo And Ingo In Bangladesh

    Frequently Asked Questions about NGO and INGOs in bangladesh

    In regards to NGO registration in bangladesh people also ask these questions frequently, hence this FAQ content block is dedicated to answering your questions.

    General Questions about NGO registration in bangladesh

    What is the rule of a NGO?

    Every NGO in Bangladesh is legally mandated to document the Memorandum of Understanding. It includes the name and address of the NGO, the mission and goals, specifics of the governing body, information on human resources and personnel, rules and regulations, administrative laws and procedures.

    How many NGO's are there in Bangladesh?


    Currently, approximately 3000+ (including local and international) NGOs are registered under the legislation of Goverment of Bangladesh. A total of 240+ foreign Non-government organizations (NGO) of 30+ countries have been operational in the country

    Which is the biggest NGO in Bangladesh?

    Based on the number of employees, BRAC is considered as the largest NGO (non-governmental development organisation) in the world not only in Bangladesh! 

    What is the model NGO guide?

    United Nations Model NGO Guide. Since the founding of the United Nations, NGOs have been core members of the policy and implementation process. NGOs or non-governmental organizations are non-profit organisations focused on humanitarian, human rights and sustainable development issues around the world.

    How many members there should be in my NGO?
    Conventionally there shhould atelast be 7 members . There is no upper limit on the number of members of the group. These members have different designations which can be determined between them.
    What is the head of an NGO called?

    The Board of Directors of the NGO is at the top. The NGO Board is a legal requirement in most countries to be formally registered with local authorities. Most NGOs stipulate that membership of the Board is voluntary and non-remunerative. Board meetings shall be held closed, while written processes, reports and minutes may be made available for the purposes of accountability.

    Who are considered as top managements of a NGO?

    The top management of an NGO consists of three entities –

    • the Board of Directors,
    • the General Assembly, and
    • the Executive Director. 
    Who are responsible for the day to day functioning of an NGO?

    The staff members of the NGO shall be responsible for the day-to-day operation and execution of its programs and projects. They report to the Executive Director, who is ultimately responsible for the operations of the NGO. (See Figure 3) The staff members of the NGO fall into three groups-responsible for activities related to (1) management, (2) advertisement and (3) programs / projects.

    How do NGO's get funding in Bangladesh?

    NGOs in Bangladesh may receive, coordinate and collect funds through a variety of sources, procedures, initiatives, ventures and activities: grants through funding agencies through ventures. Grant from the International Development Agency and   Fund Raising from the Corporate Department under the CSR.

    What are the differences between a NGO and a Non-profit?

    The NGO is a non-governmental organisation. A non-profit organization uses the excess funds for the benefit of the organization, rather than splitting them between the members and the owners of the company. Examples of NPOs are performing arts organisations, trade unions and charities.

    NGO and INGO registration at Tahmidur Rahman TRW:

    The legal team of Tahmidur Rahman, TR Barristers in Bangladesh TRW are highly experienced in providing all kinds of services related to registering NGO, non profit and charitable trust in Bangladesh . For queries or legal assistance, please reach us at:

    E-mail: [email protected]
    Phone: +8801847220062 or +8801779127165



    Have a Different Question?

    Email us anytime : [email protected]

    Or call — +8801847220062 or +8801779127165

    Tahmidur Rahman | Law Firm in Dhaka

    Affiliated with TR Barristers in Bangladesh, A full service multi-directional law firm in Dhaka.

    © 2018-2023 Tahmidur Rahman Matte IT Ltd.


    Privacy Policy
    Client Login

    Call us!

    × WhatsApp!
    /* home and contact page javasccript */ /* articles page javasccript */