Joint Ventures in Bangladesh- (JV) Registration in Bangladesh: A Complete 2025 Guide for Founders & Investors

Bangladesh is one of South Asia’s most attractive growth markets for cross-border partnerships. Whether you’re pairing a local operator with foreign capital and technology, or two domestic groups combining distribution and manufacturing strength, the joint venture (JV) model lets you share risk, pool capabilities, and move faster on market entry.

This guide distills the practical, legal, and regulatory steps to register, launch, and operate a JV in Bangladesh in 2025—written for business owners, GCs, CFOs, and deal teams who want a reliable, execution-focused playbook. It reflects the current frameworks of the Companies Act 1994, the BIDA One-Stop Service regime, Bangladesh Bank foreign-exchange guidance, and post-incorporation compliance with RJSC, NBR (tax/VAT), and local authorities. (Bdlaws, bida.gov.bd, BB)

1) What exactly is a Joint Venture in Bangladesh?

A joint venture is a business arrangement where two or more parties combine resources to pursue a specific business. In Bangladesh, JVs are typically structured in two ways:

• Incorporated JV (most common): a private limited company registered at the Registrar of Joint Stock Companies & Firms (RJSC), with shareholding split between the JV partners. Governed primarily by the Companies Act 1994 and subject to all corporate, tax, and sectoral rules. (Bdlaws)
• Contractual JV/consortium: partners collaborate under a JV Agreement without forming a new company. This is common in large infrastructure bids and public procurement, but it still requires tax and, often, VAT/BIN registrations if it earns revenue or hires staff.

Why most investors choose an incorporated JV: limited liability, clear shareholding/board control, easier capital raising, and cleaner exit through share transfers or M\&A.

2) Regulatory map at a glance

• RJSC — incorporation, corporate filings. Name clearance, MoA/AoA, incorporation certificate, and subsequent returns. (app.roc.gov.bd)
• BIDA (Bangladesh Investment Development Authority) — investor facilitation. For foreign-involved or industrial JVs, BIDA’s One-Stop Service (OSS) hosts approvals, registrations, and work-permit/visa recommendations, with time-bound service standards under the OSS Act 2018 and Rules 2020. (bida.gov.bd)
• Bangladesh Bank (BB) — foreign exchange: remittance of equity, recording of FDI, dividend repatriation, and share transfer proceeds via Authorised Dealer banks under the Guidelines for Foreign Exchange Transactions (GFET). (BB)
• NBR (Tax/VAT) — e-TIN (income tax), BIN (VAT), electronic filing, and ongoing tax compliance. (e-Tax NBR, National Board of Revenue, National Board of Revenue)
• Local Authorities — Trade License (city corporation/municipality) and premise-specific approvals. (eTrade License)
• Sector Regulators (as applicable) — e.g., BTRC (telecom), BERC (power), BEZA/BEPZA/BHTPA (zones & parks).

3) Choosing the right JV vehicle

A) Private Limited Company (Pvt Ltd) — default route

• Pros: limited liability, well-understood with investors/banks, flexible governance via AoA & shareholders’ agreement, easier to scale/exit.
• Cons: more filings than a simple contract JV.

B) Contractual JV/Consortium — for tenders/projects

• Pros: faster to set up; suited to bid-specific partnerships.
• Cons: can be complex on bankability, staffing, liability, and exit. Often evolves into an incorporated JV once the project is awarded.

C) LLP (available but less common for commercial JVs) — consider only if the tax/pass-through profile is key and sector rules permit.

Recommendation: For most growth businesses, pick an incorporated JV (Pvt Ltd), then anchor commercial terms in a robust JV Agreement and align the AoA accordingly.

4) The JV Agreement: the deal’s operating system

Before touching filings, lock the deal mechanics in a JV Agreement. Your AoA should mirror these mechanics to avoid conflicts.

Core clauses to get right:

• Capital & Ownership: % split, paid-up schedule, future rounds, pre-emptive rights.
• Governance: board seats; quorum; reserved matters (deadlock triggers); chair/MD powers.
• Transfer Mechanics: lock-ins, ROFR/ROFO, tag/drag, valuation methods, buy-sell/deadlock.
• Funding & Security: shareholder loans, external debt, guarantees, security packages.
• IP & Tech Transfer: licensing, improvements, data handling, source code escrow (if relevant).
• Non-compete/Non-solicit: scope, term, carve-outs.
• Commercials: exclusivity, territories, distribution rights, pricing bands.
• Compliance: anti-bribery, sanctions, AML/KYC, export controls where applicable.
• Exit Events: IPO/M\&A, call/put options, material breach consequences, MAC clauses.
• Dispute Resolution: seat/rules (e.g., SIAC), interim relief, governing law (Bangladesh vs neutral).

5) Step-by-step: Incorporating an incorporated JV (Pvt Ltd)

Step 1 — Name clearance at RJSC

• Apply online for name clearance. The official fee is BDT 500 per proposed name; you can extend the reservation for a small fee if needed. Keep the name consistent with your MoA objects. (app.roc.gov.bd)

Step 2 — Draft core corporate documents

• Memorandum of Association (MoA) — include the JV’s principal objects broadly enough to cover near-term expansions.
• Articles of Association (AoA) — embed governance aligned with the JV Agreement (board composition, share transfer restrictions, share classes, etc.).
• Supporting — director consents, registered office confirmation, promoter details, and identity/KYC docs.

Legal backbone: incorporation, share capital, directors’ powers, and filings are governed by the Companies Act 1994. (Bdlaws)

Step 3 — File incorporation with RJSC and pay government fees

• Submit the application with MoA/AoA and statutory forms through the RJSC portal and pay official fees.
• On approval, you’ll receive the Certificate of Incorporation (and electronic forms confirming directors/registered office, etc.). Timelines vary, but a well-prepared file typically moves quickly.

Step 4 — Post-incorporation essentials (first 7–21 days)

1. Open a bank account in the JV company’s name.
2. Tax registration (e-TIN) with NBR; this is now fully online. (e-Tax NBR)
3. Trade License from your City Corporation/Municipality via the e-Trade License portal (where available). (eTrade License)
4. VAT/BIN registration (13-digit BIN) with NBR’s VAT Online Services, if your activities cross VAT thresholds or you are in VAT-liable sectors. (National Board of Revenue, National Board of Revenue)
5. Beneficial ownership / KYC setup with your bank and internal registers (prudent for audit and compliance).

6) Foreign investors & cross-border capital: getting FDI right

If your JV includes foreign shareholders:

A) Inward remittance of equity

• Bring in capital through an Authorised Dealer (AD) bank in Bangladesh, referencing the purpose (subscription to shares of [JV Name] Ltd.). The AD issues an encashment certificate, which becomes your proof of inward FDI.
• AD banks report foreign transactions to Bangladesh Bank under the GFET; keep all bank advice/TT copy/encashment records tidy for future repatriation and audits. (BB)

B) Share issuance & filings

• Issue shares in compliance with your authorised capital, update statutory registers, and complete any RJSC post-allotment filings on time.

C) Repatriation & exits

• Dividend repatriation and remittance of sale proceeds of unlisted shares are permitted through AD banks subject to compliance. Check pricing and documentation conditions with your AD; certain cases require Bangladesh Bank permission or evidence under GFET circulars. (bangladesh-bank.org)

D) Work permits & visas for foreign staff

• For industrial/FDI JVs, BIDA OSS processes visa recommendations and work permits with published document lists and time standards under the OSS framework. (bida.gov.bd)

7) Do you need BIDA registration?

While company incorporation is done at RJSC, BIDA is the primary investment facilitation body for foreign or joint-venture projects, especially in industrial/manufacturing or when you need import of capital machinery, bonded warehousing, visas/work permits, or zone approvals.

• BIDA’s public guidance and OSS explain service scope; the OSS Act 2018 and Rules 2020 introduce time-bound processing and interoperability across agencies. (bida.gov.bd)

If your JV is services-only with minimal regulatory touchpoints, BIDA registration may be optional—but it often smooths future interactions (work-permits, expansions, utility permissions). When in doubt, we evaluate your model and create a regulatory pathway that avoids unnecessary steps while keeping options open.

8) Sector-specific add-ons (illustrative)

Depending on your industry, you may additionally need:

• Telecom/ICT: BTRC licences/approvals.
• Power/Energy: BERC permissions; power project documentation.
• Economic/Hi-Tech Zones: BEZA/BEPZA/BHTPA unit registrations.
• Manufacturing: Factory registration (Department of Inspection for Factories & Establishments), ETP/environmental clearances.
• Import/Export: IRC/ERC and bond facilities (Customs/NBR).

BIDA OSS pages collect many of these workflows and checklists in one place. (bida.gov.bd)

9) Typical timeline & costs (practical ranges)

These are indicative; the exact plan depends on your documents, sector, bank responsiveness, and holiday calendars.

• Name clearance (RJSC): 1–2 business days (BDT 500 per name). (app.roc.gov.bd)
• Incorporation (RJSC): 3–10 business days after complete submission.
• e-TIN (NBR): same day once the account is created and verified. (e-Tax NBR)
• Trade License: 3–10 business days (varies by city; some flows now fully online). (eTrade License)
• VAT/BIN: 3–10 business days depending on inspection/documentation. (National Board of Revenue)
• BIDA OSS registrations/permits: often 1–3 weeks depending on service(s) requested under OSS Rules. (bida.gov.bd)

10) Bank, tax & commercial hygiene (what great JVs do early)

• Banking: centralize all capital and intercompany flows through the JV account; retain TT/encashment certificates; map dividend policy with the AD bank to avoid year-end scrambles. (BB)
• Tax & VAT: secure e-TIN and BIN, register for e-Return filing, and set up a monthly compliance calendar. (e-Tax NBR, National Board of Revenue)
• Internal governance: adopt a robust Delegation of Authority (DoA), related-party policy, and a board calendar tied to budgeting and audit.
• IP & brand: ensure assignments/licences to the JV are actually executed, not just promised in the heads of terms.
• People: align ESOP or retention schemes with your lock-in/vesting logic if management equity is contemplated.

11) Common pitfalls (and how we prevent them)

• Objects too narrow: MoA object clauses that are overly specific stall pivots and expansions. Draft broad, future-proof objects.
• AoA misaligned with JV Agreement: inconsistent transfer restrictions or veto lists cause boardroom disputes. We mirror key JV terms into the AoA.
• FDI paper trail gaps: missing encashment certificates or improper narration jeopardise repatriation. We pre-brief your AD bank and prepare checklists. (BB)
• BIN/VAT skipped “until later”: many customers and tenders require VAT compliance from day one; retro-fixes are slower and costlier. (National Board of Revenue)
• Trade License overlooked for remote/hybrid teams: you still need a license tied to a jurisdiction/premise. (eTrade License)

12) Contractual JVs for tenders: when is a company unnecessary?

If you’re forming a bid consortium for a specific tender (EPC, PPP, supply frameworks), a contractual JV may suffice—at least initially. You’ll still need:

• A signed JV/consortium agreement covering liability split, bid security, project management, and performance obligations.
• Tax and VAT registrations if invoicing or hiring occurs in Bangladesh. (e-Tax NBR, National Board of Revenue)

Tip: negotiate a conversion trigger—incorporate the JV into a company once you win the award or hit defined revenue thresholds.

13) Your execution checklist (from kick-off to first invoice)

A. Pre-sign

• Finalise term sheet ➜ full JV Agreement
• Choose vehicle (incorporated vs contractual); decide share split/board
• Data room & KYC pack for all shareholders/directors

B. Incorporation

• RJSC name clearance → draft MoA/AoA → submit & pay fees → Certificate of Incorporation (app.roc.gov.bd)

C. Post-incorporation (Day 1–21)

• Open bank account; adopt board resolutions (signatories, DoA)
• e-TIN (tax), Trade License, BIN (VAT) registrations (e-Tax NBR, eTrade License, National Board of Revenue)
• If foreign JV: inward remittance for equity via AD bank; maintain encashment evidence; coordinate GFET reporting with AD (BB)

D. Go-live

• Customer/supplier onboarding; VAT invoice set-up; payroll/tax withholding; statutory registers and minute books up to date.

14) FAQs we hear from JV clients

Q1: Is BIDA registration compulsory for every JV?
A: Not for all—incorporation is at RJSC. But for foreign/industrial JVs and when you need work permits, machinery imports, or zone benefits, BIDA’s OSS is often necessary and accelerates multi-agency coordination. (bida.gov.bd)

Q2: How soon can we pay dividends to foreign shareholders?
A: Once you have audited profits and tax compliance, dividends can be remitted through AD banks subject to GFET rules and documentary checks. Plan ahead with your AD. (BB)

Q3: Can we start as a contractual JV and later incorporate?
A: Yes. Many clients win a bid as a consortium and then convert to an incorporated JV for financing and operations.

Q4: What about “reserved matters”?
A: These are board/shareholder decisions that require both partners’ consent (issuance of new shares, related-party contracts, capex over thresholds, changing business scope, etc.). Build them into the JV Agreement and AoA consistently.

Q5: Do we need a local director?
A: The law doesn’t mandate nationality; you need minimum two directors for most private companies. Practical banking and KYC considerations often favour at least one Bangladesh-resident signatory. (Bdlaws)

15) Fast-track packages we typically run (illustrative)

• Incorporated JV “Launch-Ready”
  Formation at RJSC → e-TIN → Trade License → BIN → bank KYC pack → FDI coordination (if any) → governance pack (DoA, board calendar, registers).
• FDI-Heavy JV
  All of the above plus BIDA OSS pathway, work-permit/visa recommendations, capital machinery import support, and dividend repatriation readiness (GFET alignment). (bida.gov.bd)

16) One internal resource you may find helpful

For your post-incorporation municipal step, see TRW’s explainer on the Trade License process in Bangladesh:
[Trade License Process in Bangladesh — TRW Law Firm](https://tahmidurrahman.com/trade-license-process-in-bangladesh/). (Tahmid Ur Rahman)

(We avoid external links; the above is an internal TRW article for deeper reading.)

17) Summary table — JV registration & launch roadmap

18) Why clients engage TRW for JVs

• Deal-to-day-one: We translate the JV term sheet into filings, bank packets, tax/VAT, and OSS workflows so you can invoice customers quickly.
• Cross-border clarity: FDI structure, profit repatriation, and share-transfer pricing aligned with GFET and bank expectations. (BB)
• Sector depth: Telecom, technology, energy, manufacturing, logistics, and services — we map sector licences and optimal sequencing.
• Governance that works: Balanced reserved-matters lists, deadlock tools, and clean exit mechanics.

19) TRW Law Firm — Contact

Call us (Bangladesh): +8801708000660 | +8801847220062 | +8801708080817
Email: info@trfirm.com | info@trwbd.com | info@tahmidur.com
Global Locations:

• Dhaka: House 410, Road 29, Mohakhali DOHS
• Dubai: Rolex Building, L-12 Sheikh Zayed Road.

Key references used in this guide

• RJSC name clearance and fees (official). (app.roc.gov.bd)
• Companies Act 1994 (official text). (Bdlaws)
• BIDA One-Stop Service (portal, resources, FAQs). (bida.gov.bd)
• Bangladesh Bank GFET (foreign exchange guidance for FDI flows/reporting). (BB)
• NBR e-TIN & VAT/BIN portals. (e-Tax NBR, National Board of Revenue)
• e-Trade License portal for municipalities/city corporations. (eTrade License)