A private limited company in Bangladesh must have two directors at minimum, according to the Companies Act of 1994. Directors may be nationals or international individuals. The directors have to be at least eighteen years old, insolvent, and free of malpractice convictions. According to the Companies Act, qualifying shares specified in the Articles of Association must be owned by a minimum of one director.

In Bangladesh, the minimum number of shareholders for a private limited company is two, and the maximum number of shareholders is fifty. A shareholder and a director may be the same person. In Bangladesh, foreign ownership is permitted to reach 100%. Following the incorporation process, the company may issue new shares or transfer existing shares to a different owner at any time.

Bangladesh does not have a minimum or maximum amount of permitted capital. Both the association's articles and memorandum of association must specify the permitted capital. A portion of the approved capital needs to be held in reserve.

For a private limited company, the minimum paid-up capital requirement is $1, and for a Bangladesh branch, it is US$50,000. It is possible to raise the paid-up capital following incorporation. Prior to registration, the shareholders must deposit the company's indicated paid-up capital into the share capital bank account.

As soon as the shareholders send in the share capital, the Bangladesh bank will issue an encashment certificate. This is a crucial document that the authorities demand when registering a company.

Address of the Registered Office

A local registered office address must be given at the time of business registration.

Trade Licesne

Every company registered in Bangladesh is required to apply for a trade license or business license, which verifies that the recently formed company is allowed to operate within the designated industry listed in the trade license. For more details on trade licenses in Bangladesh, click the link provided.

To establish a Bangladesh company, the first step is to obtain name clearance for the proposed company name. To get started, go to www.roc.gov.bd and create a username. Then you can apply for name clearance. After submitting your application for name clearance, you will receive a bank payment slip and must pay Taka 600 to the designated bank. After making the payment, you will need to log in to your account on the RJSC website to receive the name clearance.

You can read this RJSC-prepared guide for name clearance.

Use Internet Explorer and Mozilla Firefox to access the RJSC website. Other browsers might not function properly.

To increase your chances of getting your name approved quickly, make sure that:

• The name must not be identical or too similar to any existing local company names,
• not infringe on any trademarks,
• not obscene or vulgar,
• and not already reserved.

An approved name will be reserved for six months from the date of clearance. You can extend the name by submitting an extension request shortly before its expiration date.

This step applies only if the proposed company has foreign shareholders.

The next step is to open a bank account in the proposed company's name with any scheduled bank in Bangladesh. After opening the account, you must remit funds equal to the shares owned by the foreign shareholder from outside Bangladesh in the account. The Bank will issue an Encashment Certificate, which is required by RJSC for incorporation.

The final step is to enter all of the required information into the RJSC's website. You will also be required to upload Form IX and Subscriber Pages. After completing the process, you will receive a bank payment slip to pay the registration fees and stamp duty.

You're done once you've made the bank payment. You will now have to follow up with the RJSC to obtain the incorporation certificate. RJSC officials will review the documents and information. If they are satisfied, they will issue the digitally signed i) Certificate of Incorporation, ii) Memorandum of Agreement and Articles of Association, and iii) Form XII. These documents will be mailed to the email address you provided with your RJSC account.

In some cases, the incorporation procedure may be delayed if the shareholders or directors are of a specific nationality, but this occurs only in rare cases. In such cases, authorities may request additional information.

Documents Issued by RJSC:

• Certificate of Incorporation: RJSC will issue a certificate of incorporation for the company. The certificate will include the registration number, the name of the company, and the date of incorporation.
• Form XII: Form XII contains the list of directors for the incorporated company.
  Certified copies of the MoA and AoA

Some other items you will almost certainly need when registering your Bangladeshi company are:

• Share certificates for each shareholder.
• Register shareholders, shares, directors, etc.
• Seal for the company.
• Rubber stamp for the company

Obtaining and executing the following forms for registering the company in Bangladesh with RJSC:

• Filled in Form I: Declaration on registration of Company;
• Filled in Form VI: Notice of situation of registered office;
• Filled in Form IX: Consent of director to act;
• Filled in Form X: List of persons consenting to be directors;
• Filled in Form XII: Particulars of the directors, manager and managing agents.

Documents Required for Company Registration in Bangladesh
Name clearance certificate from RJSC:

• Memorandum of Association, Articles of Association, and other applicable corporate documents.
• A detailed description of the company's business activities.
• Detailed information about the shareholders.
• If the directors or shareholders are Bangladeshi, they must have a national ID.
• If the directors and shareholders are foreign nationals, they must provide a copy of their passport.
• The registered office address of the company.

Hikari Kawai, Country Manager

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Golam Murshed, Manging Director

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VIncent Liu, Manging Director Bangladesh

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