Simplifying the
Process of Company Registration in Bangladesh
In an attempt to encourage foreign companies to establish themselves in the area, the local government of Bangladesh has made the process of registering a company easier over time.
The simplest and most favored option for international investors is to incorporate a Private Limted company in Bangladesh. Official government agency responsible for facilitating the formation of companies and firms is known as the Registrar of Joint Stock Companies and Firms (RJSC).
Types of Legal Entity in Bangladesh
PLC
Branch
A Liaison office 
Public 
Proprietorship 
Joint Venture CompanyPrivate Limited Company
In Bangladesh, a sizable portion of businesses are registered as private limited companies. Only the shared capital of the shareholders is subject to liability. In Bangladesh, private limited companies may be entirely owned by foreign entities. In Bangladesh, anyone over the age of eighteen may register a company.
Branch Registration
An extension of a parent company is referred to as a branch. The branch isn't a distinct organization. All of the branch's debts must be paid for by the parent company. A branch is permitted to conduct business in accordance with BIDA.
Liaison office / Representative
The liaison office's limited operations serve as a means of coordination and communication for Bangladesh's business resources. In Bangladesh, the representative office is unable to generate any local revenue.
Public Limited Company
A public limited company allows anyone to become a member. A Public Limited Company can have as few as seven members, and there is no upper limit to the number of members.
Sole proprietorship
The owner and the business entity are the same in a sole proprietorship. The owner’s liability is unlimited, and the owner is personally liable for all the liabilities. A sole proprietor is not required to register with RJSC.
JV Company
A joint venture or JV comprises two or more businesses or corporations linking their resources and knowledge to accomplish a specific objective.
Key Components of a PLC
In Bangladesh, a private limited company is a distinct legal entity, and its shareholders are only responsible for the amount of share capital they have contributed to the company’s debts. Any individual (local or foreign) over the age of 18 may register a company in Bangladesh, per the Companies Act of 1994.
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.
Step by step process of Opening your company in Bangladesh with the help of TRW
In Bangladesh, part of the company registration process is computerized.
The process of setting up a business in Bangladesh consists of three separate steps: a) Name clearance; ii) opening a bank account and depositing funds; and, lastly, b) company registration. Only in the event that the proposed company has any foreign shareholders is step II applicable.
Step 1- Name Clearence
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.
Step 2: Open a bank account and deposit the paid-up capital.
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.
Step 3: Register the company.
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.
Step 4: Post Registration Formalities
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
Applying for Trade License, TIN and other license!
After incorporation, you should either purchase or rent commercial space in any commercial area.
Then you must apply for a Trade License and Tax Identification Number. Depending on your company’s business activities, you may require additional business licenses.
Return Filing requirements:
Annual Return:
Every calendar year, an Annual General Meeting must be held. The AGM must be held within 18 months of the company’s incorporation, with no more than 15 months between each AGM.
Regular Return: Any change in the board of directors, shareholding structure, or other change must be filed with the RJSC within a certain time frame.
| Sole Proprietorship | Partnership | Private Limited Company | Branch/Liaison Office | |
| Perpetual succession | Up to the owner's death. Later, it will be carried by the heirs. | up to the partner’s death. Later, it will be carried by the heirs. | Perpetual in nature unless agreed otherwise | Perpetual in nature unless agreed otherwise |
| Equity based share allotment | Not applicable | Not applicable | Applicable | Applicable |
| Residential status of the owners | Must be BD Citizens | Must be BD Citizens | Not required | Not required |
| Liability | Owner is required to take on all liability. | Owners are required to take on all liability. | Limited liability applies to directors and shareholders. | Limited liability applies to directors and shareholders. |
| Taxation | Tax will be calculated on the proprietor's individual head of business at the individual tax rate. | Tax will be calculated on the partner's individual head of business at the individual tax rate. | Tax will be calculated using the corporation tax rate. | For the branch office, tax will be assessed at the corporate tax rate. |
| May be owned by another business, rather than individuals | No | Yes | Yes | Yes |
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.
See some of our Clients Reviews in terms of incorporating their companies in Bangladesh!
These esteemed clients are a testament to the trust and satisfaction that TRW Law Firm consistently delivers in the realm of company incorporation in Bangladesh. Marubeni, Walton, ZTE, Yongli Belting—household names in their respective industries—have experienced the seamless and expert assistance provided by TRW Law Firm. Their positive reviews underscore our commitment to excellence, efficiency, and client-focused service
Hikari Kawai
Hikari Kawai, Country Manager
"As the Country Manager for Marubeni Trading, I am compelled to express my utmost satisfaction with the exceptional company incorporation services provided by TRW Law Firm in Bangladesh. From the initial stages of consultation to the finalization of the incorporation process, TRW Law Firm demonstrated unparalleled professionalism, expertise, and efficiency."
Walton
Golam Murshed, Manging Director
"Their team, led by knowledgeable legal experts, exhibited a profound understanding of local regulatory nuances and seamlessly navigated through the complexities of company formation. TRW Law Firm's meticulous attention to detail ensured that every aspect of the incorporation process was executed with precision and adherence to the highest standards."
Yong Li Belting
Derek Wang, Country Director
"The personalized approach and clear communication from TRW Law Firm significantly eased our concerns and fostered a sense of trust throughout the engagement. Their commitment to meeting deadlines and providing tailored solutions to meet Yong Li Belting's specific requirements have solidified TRW Law Firm as our go-to legal partner in Bangladesh.."
ZTE
VIncent Liu, Manging Director Bangladesh
"We extend our sincere appreciation to TRW Law Firm for their unwavering dedication to excellence. ZTE looks forward to continuing this successful partnership and recommends TRW Law Firm to any organization seeking reliable and expert legal services in Bangladesh."
Take your business to the next level in BD
At TRW Law Firm, we take pride in being the preferred partner for major corporations seeking to establish their presence in Bangladesh. Our team of dedicated professionals ensures that each client’s unique needs are met with precision, facilitating a smooth and reliable process for company incorporation.
