Company Registration in Bangladesh, How to register a foreign company in Bangladesh, Business Set up process in Bangladesh are popular queries from foreign investors. Furthermore, people want to know time period of business formation and costs for its incorporation in Dhaka, Bangladesh. Therefore, this article will focus the guidance on how to register a private limited company in Bangladesh and a complete steps of company formation in Bangladesh.
Company Registration and Ways of doing business
- 1 Company Registration and Ways of doing business
- 1.1 Steps to form a private limited company in Bangladesh
- 1.2 Name clearance
- 1.3 Time and Cost
- 1.4 Drafting Memorandum of Association
- 1.5 Drafting Article of Association
- 1.6 Bank account opening (for foreign nationals / entities)
- 1.7 Share money deposit
- 1.8 Registration with RJSC
- 1.9 Required documents for company registration
- 1.10 Government cost
- 1.11 Incorporation certificate
- 2 Post Company registration
There are five ways of doing business in Bangladesh. They are as follows:
- Private Limited Company
- Public Limited company
- Branch office
- Liaison Office
Steps to form a private limited company in Bangladesh
The first step of company registration is to choose a name for the company which should be unique. Secondly, after choosing the name, the proposed company needs to apply for name clearance in order to get the name approval certificate from Registrar of Joint Stock Companies and Firms (RJSC).
Time and Cost
To get a name clearance certificate, It usually takes 1 to 2 days. Currently, the government fee for name clearance is 230 BDT or 3 USD.
Drafting Memorandum of Association
Drafting Memorandum of Association (MOA) of a limited company is very important part of company registration. MOA includes the objectives of a company. One can add as many as objectives as one wants in the MOA.
Drafting Article of Association
Article of Association (AOA) is the constitution of the company. As a result, AOA contains all the rules of how a limited company will run and who will be the Managing director, Chairman and Director of the company.
Bank account opening (for foreign nationals / entities)
To register a company in Bangladesh by a foreign investor, a provisional back account under the proposed company name with recognized bank is mandatory.
Documents required for Bank Account
- Photocopy of name clearance certificate
- Draft AOA and MOA
- Photocopy of passport (application by foreign nationals)
- Photo of Directors
- Board Resolution
After opening the provisional bank account, share money deposit will be sent from the country of the foreign shareholder to the provisional account. Subsequently, the money is required to be sent from the personal or entity account of the shareholder. After receiving the payment the bank in Bangladesh will issue an encashment certificate.
Registration with RJSC
After receiving the encashment certificate, few documents needs to be submitted to the RJSC namely AOA, MOA, encashment certificate along with all other necessary information. Thereafter, RJSC will generate an invoice to be paid to the recognized bank will generate an invoice to be paid to the recognized bank.
Required documents for company registration
Required documents to form a limited company in Bangladesh are as follows:
- Identification of Directors i.e. name, parents name, passport , email ID, mobile number
- Details of Managing Director
- Particulars of Chairman
- NID (if Bangladeshi national)
- TIN (if Bangladeshi national)
- Limit of paid up capital
- Limit of authorized capital
- Photo of all shareholders (1 copy)
- Address of company
- Signatories of the bank account
Government cost for registration depends upon the authorized capital of the company. For instance, if the authorized capital is 50 lakh, then, the government fee will be BDT 13570 or USD 160 along with 15% VAT. You can find the government fee for company registration in Bangladesh is here.
Complying above all, RJSC will verify all the information given in the AOA and MOA. Similarly RJSC will verify the encashment certificate with the bank as well. After being satisfied with all the information, the RJSC will issue incorporation certificate under the name of the company.
Post Company registration
TIN (Tax Identification Number)
After receiving the incorporation certificate, an application needs to be made to the National Board of Revenue (NBR) for tax identification number. After that, a tax certificate will be issued under the name of the company within 1 (One). Government cost is not necessary to get a TIN Certificate.
In order to get trade license, an application needs to be made to the concerned city corporation. Along with the application, the following information needs to be submitted:
- Photocopy of AOA and MOA
- Photo of Managing Director or Chairman
- TIN of the company
- Rental agreement
- Nature of business
Time to Trade License
It usually takes 3 to 4 working days to get a trade license. In order to know more about how to get trade license in Bangladesh, please click here.
Business Identification Number (BIN)
After receiving all the documents, Company needs to apply for BIN or VAT certificate. It may take 5 to 7 working days to get a BIN or VAT certificate.
Bank account opening (for Bangladeshi nationals / entities)
In order to open a bank account under the name of the company, a Bangladeshi national need to submit the incorporation certificate, AOA, MOA, TIN and Board resolution to the bank. Thereafter, a bank account will be opened under the name of the company and the company can start transaction with the bank. Similarly, the company needs to apply for Business Identification Number (BIN) for VAT purpose. After that, the company can smoothly run its business in Bangladesh!!!! If you want to know more about company formation in Bangladesh, Please click here.
Legal Advice in relation company registration in Bangladesh by CLP:
Counsels Law Partners (CLP) is a leading law chamber in Bangladesh. Certainly, CLP is an expert in registering company in Bangladesh by investors. For any queries or legal assistance, please reach us at:E-mail: firstname.lastname@example.org
Phone:+8801700920980. +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.