How to Start a Business in Bangladesh
🚀 How to Start a Business in Bangladesh: A Legal & Strategic Guide by TRW Law Firm
Introduction
Bangladesh is one of South Asia’s fastest-growing economies, offering immense opportunities for entrepreneurs and investors. Whether you’re a local entrepreneur or a foreign investor, understanding the legal and procedural requirements is crucial for establishing a successful business in Bangladesh. This guide by TRW Law Firm provides a step-by-step overview of the business startup process in Bangladesh.
🧭 Step 1: Choose the Right Business Structure
Selecting the appropriate legal structure is the first critical decision:
Sole Proprietorship: Ideal for small, single-owner businesses.
Partnership Firm: Suitable for businesses with multiple owners sharing profits and liabilities.
Private Limited Company: A separate legal entity offering limited liability to its shareholders.
Public Limited Company: Allows public shareholding; suitable for large-scale operations.
Branch or Liaison Office: For foreign companies looking to establish a presence in Bangladesh.
Each structure has its own legal implications, tax obligations, and compliance requirements. Consulting with legal experts at TRW Law Firm can help determine the best fit for your business goals.
📝 Step 2: Obtain Name Clearance
Before registering your business, you must obtain name clearance from the Registrar of Joint Stock Companies and Firms (RJSC). This ensures that your proposed business name is unique and not already in use.
Process:
Visit the RJSC website and create an account.
Submit an online application for name clearance.
Pay the prescribed fee.
Receive the name clearance certificate, which is valid for 90 days.
📄 Step 3: Draft the Required Documents
Depending on your chosen business structure, you’ll need to prepare specific legal documents:
Memorandum of Association (MoA): Outlines the company’s objectives and scope.
Articles of Association (AoA): Details the company’s internal management and governance.
Partnership Deed: For partnership firms, this document specifies the terms and conditions agreed upon by the partners.
Form IX: Declaration of compliance.
Subscriber Page: Contains the signatures of the initial shareholders.
Legal professionals at TRW Law Firm can assist in drafting and reviewing these documents to ensure compliance with Bangladeshi laws.
🏦 Step 4: Open a Bank Account and Deposit Capital
For companies, opening a bank account in the company’s name is mandatory. Foreign investors must remit the paid-up capital from abroad, and the bank will issue an Encashment Certificate confirming the receipt of funds.
Requirements:
Name clearance certificate.
Drafted MoA and AoA.
National ID or passport copies of directors/shareholders.
Photographs of directors/shareholders.
🏢 Step 5: Register with RJSC
Submit the required documents to the RJSC for company registration. Upon approval, you’ll receive:
Certificate of Incorporation: Legal recognition of your company.
Certified copies of MoA and AoA.
Form XII: List of directors.
This process typically takes 7-10 working days.
🧾 Step 6: Obtain Tax Identification Number (TIN)
Register for a TIN with the National Board of Revenue (NBR). This is essential for tax purposes and is required for opening a bank account, obtaining a trade license, and other legal activities.
Process:
Visit the NBR’s online portal.
Fill out the application form.
Submit necessary documents, including the Certificate of Incorporation and director’s ID.
Receive the TIN certificate.
🧾 Step 7: Register for VAT (If Applicable)
If your business’s annual turnover exceeds the threshold set by the NBR, you must register for Value Added Tax (VAT).
Requirements:
TIN certificate.
Trade license.
Bank solvency certificate.
Lease agreement for the business premises.
Upon approval, you’ll receive a Business Identification Number (BIN).
🏛️ Step 8: Obtain Trade License
A trade license from the local City Corporation or Municipality is mandatory to operate legally.
Process:
Collect the application form from the local authority.
Submit the completed form along with required documents:
Certificate of Incorporation.
MoA and AoA.
TIN certificate.
Lease agreement.
Photographs of directors.
Pay the prescribed fee.
Receive the trade license.
🌐 Step 9: Register with Other Relevant Authorities
Depending on your business nature, additional registrations may be required:
Bangladesh Investment Development Authority (BIDA): For foreign investments.
Export Promotion Bureau (EPB): For export-oriented businesses.
Bangladesh Bank: For remittance and foreign exchange-related activities.
Sector-specific regulatory bodies: For businesses in telecommunications, pharmaceuticals, education, etc.
📊 Step 10: Maintain Compliance
After establishing your business, ensure ongoing compliance with Bangladeshi laws:
Annual Return Filing: Submit annual returns to RJSC.
Tax Filings: File income tax and VAT returns as required.
License Renewals: Renew trade licenses and other permits annually.
Corporate Governance: Hold regular board meetings and maintain proper records.
Non-compliance can result in penalties or legal action. TRW Law Firm offers ongoing legal support to help businesses stay compliant.
📚 Internal Resource
For a detailed guide on company registration in Bangladesh, visit our comprehensive article:
👉 Company Registration in Bangladesh
📞 Contact TRW Law Firm
Starting a business in Bangladesh involves navigating complex legal procedures. TRW Law Firm specializes in providing end-to-end legal services for business setup and compliance.
Contact Details:
Phone: +8801708000660, +8801847220062, +8801708080817
Address: House 410, Road 29, Mohakhali DOHS, Dhaka
🏁 Conclusion
Establishing a business in Bangladesh offers lucrative opportunities but requires careful legal planning and compliance. By following the steps outlined in this guide and seeking professional assistance from TRW Law Firm, you can navigate the process efficiently and set a strong foundation for your business success.
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