Company Registration in Bangladesh, How to register a foreign company in Bangladesh, Business setup process in Bangladesh are popular queries from foreign investors. Furthermore, people want to know the period of business formation and the costs for its incorporation in Dhaka, Bangladesh. Therefore, this article will focus on guidance on how to register a private limited company in Bangladesh and complete the steps of company formation in Bangladesh.

 

Company Registration in Bangladesh

Company registration in Bangladesh involves a thorough business incorporation process with specific requirements. Different types of companies, such as Private Limited, Public Limited, and Limited Liability Companies, can be registered. Key steps include name reservation, drafting the Memorandum of Association (MOA) and Articles of Association (AOA), obtaining a Director Identification Number (DIN), specifying share capital and structure, and appointing a company secretary.

Ensuring statutory compliance, holding annual general meetings, and managing shareholder agreements are crucial. The process also includes obtaining a Tax Identification Number (TIN), VAT registration, and trademark protection. Corporate governance emphasizes ethical business practices. Legal formalities are overseen by the Registrar of Joint Stock Companies and Firms (RJSC), and timely renewal is necessary for maintaining the company’s legal standing. This succinct summary highlights the essential elements of the company registration process in Bangladesh.

 

Company Registration and Ways of Doing Business

There are five ways of doing business in Bangladesh. They are as follows:

• Private Limited Company
• Public Limited company
• Branch office
• Liaison Office
• Proprietorship 

Steps to form a private limited company in Bangladesh

Name clearance

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 the Registrar of Joint Stock Companies and Firms (RJSC).

 

 

Time and Cost

Getting a name-clearance certificate usually takes 1 to 2 days. Currently, the government fee for name clearance is 230 BDT or 3 USD.    

Drafting Memorandum of Association

Drafting a Memorandum of Association (MOA) of a limited company is a very important part of company registration. MOA includes the objectives of a company.  One can add as many 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 bank account under the proposed company name with the 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

Share money deposit

After opening the provisional bank account, a 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 person 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, a few documents need to be submitted to the RJSC namely AOA, MOA, and 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, parent’s 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

The 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 here.

Incorporation certificate

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 an 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 a 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.

Trade license

To get a 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. To know more about how to get a trade license in Bangladesh, please click here.

Business Identification Number (BIN)

After receiving all the documents, the Company needs to apply for a 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) 

To open a bank account under the name of the company, a Bangladeshi national needs 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 transactions with the bank. Similarly, the company needs to apply for a Business Identification Number (BIN) for VAT purposes. 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 concerning company registration in Bangladesh by CLP:

Counsels Law Partners (CLP) is a leading law chamber in Bangladesh. Certainly, CLP is an expert in registering companies in Bangladesh by investors. For any queries or legal assistance, please reach us at E-mail: info@counselslaw.com
Phone:+8801700920980. +8801947470606. Address: House 39, Road 126 (3rd Floor) Islam Mansion, Gulshan 1, Dhaka.