Company Formation in Bangladesh (2025 Guide) — TRW Law Firm

Why Bangladesh (2025 snapshot)

Bangladesh combines a large domestic market, strategic location, competitive labor, and an increasingly digital government workflow. Investors can establish 100% foreign-owned companies in most sectors, run regional service hubs, or manufacture for export via EPZ/HTP regimes. The practical takeaway: incorporation is straightforward once you map the steps and sequence the applications correctly.

Entity types & when to use them

At a glance: choosing the right route

How to register a Private Limited Company: step-by-step

1) Name clearance (RJSC e-portal)

• Search conflicts; ensure distinctive spelling and lawful objects.
• Submit proposed name(s) via RJSC online; pay name clearance fee.
• Reserve validity is time-bound—complete incorporation within the window.

2) Drafting MoA/AoA + statutory forms

• Define objects broad enough to cover your immediate and near-term activities.
• Fix authorized share capital aligned with growth (RJSC fee scales by authorized capital).
• Prepare director/shareholder particulars, registered office address, and compliance declarations.

3) File incorporation online

• Upload signed MoA/AoA and required forms through the RJSC portal.
• Pay registration fee & stamp duty (computed on authorized capital slabs).
• Upon approval, RJSC issues the Certificate of Incorporation and company details.

4) Post-incorporation essentials

• TIN (tax ID) for the company.
• Trade License from the relevant City Corporation/Municipality/Union Parishad.
• VAT/BIN registration if applicable to your turnover/activity.
• Bank account (bring KYC set; for foreign capital, follow BB encashment protocols).
• Adopt company seal, minute books, registers (members, directors, charges, etc.).

5) First board & AGM clock

• Hold your first board meeting (opening bank account, fiscal year, auditor appointment, share allotment schedule).
• AGM timing rules apply (see Compliance below).

Foreign founders: branch, liaison & FDI nuances

Foreign investors commonly choose a Bangladesh Private Ltd. for flexibility. However, a Branch or Liaison Office may suit contract execution or non-commercial presence.

• BIDA approvals first for Branch/Liaison; then RJSC foreign company registration.
• Liaison runs on inward remittances (no local revenue) and typically gets approval in multi-year blocks, renewable.
• Branch may earn Bangladesh-source income tied to parent contracts; tax is on Bangladesh-source profits.
• Visas/work permits: BIDA’s OSS handles recommendations; budget timelines for E visas and work permits where needed.

Documents checklist (local & foreign)

Indicative timelines & costs

These are planning ranges; TRW fast-tracks where possible.

Tax, VAT/BIN, and annual compliance

Direct tax (TIN)

• Obtain corporate TIN promptly after incorporation; it is required for most filings and bank operations.
• Corporate tax rates vary by sector and compliance status; optimize through planning and incentives.

VAT/BIN (where applicable)

• Register for VAT and obtain a Business Identification Number (BIN) if turnover or activities require it.
• Some small taxpayers may fall under turnover tax; thresholds and rates are set by NBR rules.
• File periodic VAT returns; maintain tax invoices and electronic records per VAT law.

Annual corporate housekeeping

• AGM clock: hold the first AGM within the statutory window; thereafter hold an AGM annually within the prescribed interval.
• Approve audited financial statements and file statutory returns with RJSC within due dates.
• Maintain registers, minutes, and resolutions; report changes (directors, address, share capital) to RJSC.

Banking, capital inflow & repatriation

• Open the company bank account with full KYC pack; for foreign inflows, route funds through an Authorized Dealer bank.
• Retain encashment certificates for inward remittances (capital, intercompany loans, expense funding).
• Dividends and disinvestment proceeds may be repatriated following Bangladesh Bank’s foreign exchange guidelines and tax clearance.
• Branch/Liaison offices follow BIDA/BB conditions for funding and (if closing) repatriating residual balances.

Sector-specific licenses & permits

Operating inside EPZ/SEZ/Hi-Tech Parks triggers special regimes (customs, tax, FX). TRW will map incentives vs. compliance for your specific plan.

Common pitfalls & how TRW safeguards you

• Narrow MoA objects that block near-term pivots → TRW drafts future-proof objects with regulatory-safe language.
• Suboptimal authorized capital driving higher fees → TRW models your growth path to right-size capital.
• Sequence errors (e.g., VAT before Trade License) → TRW sequences filings to compress timelines.
• Bank KYC surprises for foreign UBOs → TRW curates AML/KYC packs that pass first-time review.
• Late AGM/returns → TRW creates a compliance calendar and handles RJSC filings.
• FX documentation gaps → TRW coordinates with AD banks to preserve repatriation rights.

FAQs

Can foreigners own 100% of a Bangladeshi company?

Yes, in most sectors. Some regulated sectors have special approvals or caps. TRW will confirm for your vertical.

How long does company formation take?

RJSC incorporation typically 5–10 working days once documents are ready. Post-incorporation (TIN, Trade License, VAT/BIN, bank) adds 3–10 days, depending on locality and sector.

What’s the minimum capital?

No statutory minimum for most companies; sector licenses may impose thresholds. RJSC fees scale with authorized capital.

Can I repatriate profits?

Yes—dividends and disinvestment proceeds are remittable under Bangladesh Bank guidelines, subject to tax and documentation.

Branch vs. Liaison?

Branch can execute revenue-generating parent contracts; Liaison cannot earn local revenue and is funded by inward remittances.

Summary table (one-glance)

Talk to TRW (setup in 7–14 days, end-to-end)