Company Registration in Bangladesh in 2025

Company Registration in Bangladesh

Registering a Company in Bangladesh

Establishing a company in Bangladesh is a straightforward process when you understand the steps involved. With proper guidance from professional company registration consultants like TRW Law Firm, you can navigate this process smoothly and efficiently. Their expertise allows you to focus on other critical aspects of your business, while ensuring the registration process progresses quickly and complies with all local regulations.

TRW Law Firm provides a comprehensive package that covers every necessary step for starting a business in Bangladesh:

• Company registration with the Registrar of Joint Stock Companies and Firms (RJSC)
• Provision of a local company secretary and a registered address
• Assistance with opening local or international corporate bank accounts
• Tax registration
• Annual accounting and tax services

Bangladesh has become an attractive location for foreign investors who seek to establish businesses due to its strategic location, competitive production costs, and robust workforce. The country’s Companies Act of 1994 allows foreign investors to register new companies with the Registrar of Companies, making the incorporation process accessible and straightforward. With recent government initiatives to streamline the registration process, forming a business in Bangladesh has never been easier.

How Long Does It Take to Start a Business?

Typically, TRW Law Firm can complete the company registration process within two weeks. After gathering the necessary due diligence documents from directors and shareholders, TRW assists with the initial step of company name registration, ensuring your preferred name is available through a Bangladesh company search.

The process is convenient for foreign investors, as it does not require traveling to Bangladesh for company registration or corporate bank account opening; these steps can be handled online. After your company is incorporated, TRW will courier the corporate documents, including the Certificate of Incorporation, Articles and Memorandum of Association, and an RJSC-certified copy, to your preferred address.

TRW’s legal team also assists with obtaining a business license in Bangladesh, if necessary. Once the registration is completed, their banking team will open a corporate bank account for your business, which typically takes about four weeks. A bank-issued encashment certificate is required for foreign entities to incorporate in Bangladesh. Within six weeks of engagement, you can expect your business to be fully operational, with a corporate bank account and VAT registration number if applicable.

Types of Business Entities in Bangladesh

In Bangladesh, several business structures are available. Choosing the one that best aligns with your business needs and long-term objectives is crucial. TRW Law Firm can help assess your requirements and recommend the optimal structure. For foreign investors, the most popular choice is the Private Limited Company (PLC). Other options include joint-stock companies and branch offices.

Private Limited Company (PLC)

A Private Limited Company in Bangladesh is a separate legal entity from its owners and shareholders. This structure provides limited liability protection, meaning directors and shareholders are not personally liable for the company’s debts or obligations. Instead, their liability is limited to the capital they have invested or guaranteed.

Some key characteristics of a Bangladeshi PLC include:

• Limited Liability: Shareholders are only liable up to their share value, protecting their personal assets.
• Separate Legal Entity: The company is legally distinct from its shareholders, giving it the ability to own assets, incur liabilities, and enter contracts.
• Flexible Membership: A PLC can have between 2 to 50 shareholders. Additionally, there is no residency or nationality restriction for directors, and they only need to be over 18 years of age with no bankruptcy or criminal record history.
• No Minimum Capital Requirement: There is no mandated minimum capital, making it easier for smaller companies to establish themselves.

Choosing a PLC structure provides the benefits of limited liability, protecting personal assets, and a straightforward formation process.

Steps to Register a Company in Bangladesh

1. Company Name Registration: The process begins by securing your desired company name. TRW Law Firm will perform a Bangladesh company search to verify name availability and submit a name clearance application to the RJSC.
2. Preparation of Documents: Next, TRW will help prepare the necessary incorporation documents, including the Articles and Memorandum of Association and other supporting documents required by the RJSC.
3. Submission of Documents and Payment of Fees: The prepared documents are submitted to the RJSC, along with the required registration fees. Once these documents are reviewed and approved, your company will be issued a Certificate of Incorporation, making it a legal entity in Bangladesh.
4. Tax Registration: Following incorporation, your company must register with the National Board of Revenue (NBR) to obtain a Tax Identification Number (TIN). TRW will assist with this process to ensure compliance with local tax regulations.
5. Opening a Corporate Bank Account: To fully operate as a business in Bangladesh, opening a corporate bank account is essential. TRW will facilitate this process, enabling the company to handle transactions and meet regulatory requirements. The bank issues an encashment certificate, which is mandatory for foreign-owned companies.
6. Obtaining a Business License: Depending on your company’s nature, specific licenses may be required for operation. TRW Law Firm’s legal team will assist you with obtaining the necessary business licenses.
7. VAT Registration: If your company will conduct taxable activities in Bangladesh, VAT registration is also required. TRW’s team of Chartered Accountants can help you obtain a VAT registration number and ensure compliance with all tax obligations.

Post-Registration Compliance

After registration, maintaining compliance with Bangladeshi laws and regulations is essential. TRW provides ongoing services to ensure your company stays compliant, including:

• Annual Accounting: Preparing and submitting annual financial statements to ensure transparent financial reporting.
• Tax Filing: Ensuring timely submission of tax returns and VAT filings.
• Corporate Secretarial Services: Maintaining a registered address and corporate secretary to meet regulatory obligations.
• Periodic Compliance Reviews: Regularly reviewing your compliance status to avoid penalties or legal issues.

Why Bangladesh?

Bangladesh has emerged as an ideal location for foreign investors for several reasons:

• Strategic Geolocation: Bangladesh is well-positioned to serve as a hub for regional trade, particularly with South Asia and Southeast Asia.
• Affordable Workforce: The country has a large pool of skilled yet inexpensive labor, making it cost-effective for companies looking to reduce operating costs.
• Competitive Production Costs: Lower production costs compared to other countries in the region make Bangladesh a favorable choice for manufacturing and export-oriented businesses.
• Incentives for Foreign Investment: The Bangladeshi government actively encourages foreign investment by offering various incentives, simplifying company registration, and allowing full foreign ownership in most sectors.

Registering a company in Bangladesh can be an efficient and rewarding experience when guided by experienced consultants. TRW Law Firm’s in-depth knowledge of the local legal and regulatory framework allows businesses to streamline their registration process, minimize administrative hassles, and stay compliant with local laws. With TRW’s expert support, you can focus on growing your business in Bangladesh’s dynamic market while they handle the legal and administrative requirements on your behalf.