Starting a new business in Bangladesh is exciting but involves navigating complex legal requirements. The chosen business structure—sole proprietorship, public limited company, private limited company, branch office, or liaison office—determines specific legal obligations. Let’s explore the legal requirements for each type of business.
The Government of Bangladesh has established vital organizations like the Registrar of Joint Stock Companies and Firms, Bangladesh Investment Development Authority (BIDA), Bangladesh Bank, and Bangladesh Securities and Exchange Commission. These entities are crucial in aiding foreign investors during registration and ensuring smooth business operations.
Legal Requirements for Establishing New Business in Bangladesh
In Bangladesh, starting a new business requires adherence to various legal requirements and regulations. To establish a company, entrepreneurs must navigate business registration procedures and comply with company formation laws.
Obtaining the necessary licenses and permits, along with understanding taxation laws, is essential for lawful operation. Strict regulatory compliance ensures adherence to trade regulations, labour laws, and environmental standards.
Safeguarding intellectual property rights is crucial, as is understanding import/export regulations for conducting international trade. Businesses must also adhere to corporate governance principles and comply with contract laws in their dealings.
Banking regulations and investment laws play a vital role in financial operations, while zoning laws dictate permissible land use. By understanding and abiding by these legal frameworks, businesses can operate effectively and lawfully in Bangladesh’s dynamic market.
To comply with the regulatory framework, particularly the Companies Act 1994, these institutions enforce laws and regulations for businesses incorporated in Bangladesh. Businesses in Bangladesh are broadly categorized based on legal structure and ownership. Here are some common types of businesses in Bangladesh:
- Partnership
- Sole Proprietorship
- Public Limited Company
- Private Limited Company
- Branch Office
- Liaison office
Contents
Partnership
A partnership is a relationship formed by two or more people who have agreed to split the earnings of a business run by all or some of them. The Partnership Act of 1932 governs their formation. To register a Partnership Firm in Bangladesh, specific steps are outlined:
- Step 1: Choosing The Partnership Name
- Step 2: Prepare A Partnership Deed
- Step 3: Register Partnership Deed With The Registrar of Joint Stock Companies and Firms (RJSC)
Sole Proprietorship
A single individual owns and operates a sole proprietorship, which represents the most straightforward structure of the business organization. The legal requirements for a sole proprietorship in Bangladesh include:
- A sole proprietorship is not a separate legal entity, making the owner personally accountable for business liabilities.
- Bangladeshi citizens over 18 can establish a sole proprietorship, requiring a local commercial address.
- Profits are treated as the owner’s income and taxed accordingly.
- Sole proprietorships cannot register other businesses due to their non-entity status.
- Auditing is not mandatory; profits are taxed as personal income.
- Obtaining and renewing a Trade License is essential for a sole proprietorship in Bangladesh.
- A sole proprietor is not required to register before RJSC.
Public Limited Company
A public limited company is a business entity that issues shares to the public and has a separate legal identity from its shareholders. The legal requirements for a public limited company in Bangladesh are more extensive:
- Step-1: Obtain Name Clearance Letter
- Step-2: Documentation
- Step-3: Fulfilling Requirements Related to a Bank Account
- Step-4: Submitting Documents to the Registrar of Joint Stock Companies and Firms (RJSC)
Necessary Documents
- Trade License
- Tax Identification Number (TIN)
- VAT Registration Certificate
- Fire Certificate
- Environment Clearance Certificate
Private Limited Company
A private limited company is similar to a public limited company but restricts the transfer of shares and cannot offer shares to the public. The legal requirements for a private limited company include:
- Step-1: Name clearance
- Step 2: Drafting Memorandum of Association (MOA)
- Step 3: Drafting Article of Association (AOA)
- Step-4: Opening Bank Account
- Step-5: Share money Deposit
- Step-6: Registration to RJSC
- Step-7: Required documents and information for company formation in Bangladesh
- Step-8: Incorporation certificate
- Step-9: Company Tax Identification Number (TIN)
- Step-10: Company Trade license
- Step-11: RJSC Return Filling
- Step-12: Value Added Tax (VAT) Certificate
Branch Office
A branch office is an extension of a foreign company operating in Bangladesh. Legal requirements for a branch office include:
- Step-1: Submitting Documents to Bangladesh Investment Development Authority (BIDA)
- Step 2: Opening Bank Account to set up a branch office
- Step-3: Bangladesh Bank Approval
- Step-4: RJSC Registration for Branch office
- Step-5: Trade License from the Local City Corporation
- Step-6: Income Tax Registration & VAT Registration
Liaison Office
A liaison office is set up to represent a foreign company within Bangladesh. While similar to a Branch office, a liaison office is restricted from engaging in any business or income-generating activities in Bangladesh. Legal requirements for a liaison office include:
- Step-1: Permission from Bangladesh Investment Development Authority (BIDA)
- Step 2: Opening Bank Account
- Step-3: Bangladesh Bank Approval
- Step-4: RJSC Registration
Legal Advice regarding setting up businesses in Bangladesh by CLP
The Barristers, Advocates, and lawyers at CLP in Gulshan, Dhaka, Bangladesh are highly experienced at assisting clients through the entire process and legal provisions relating to setting up businesses in Bangladesh. For any queries or legal assistance, please reach us at
E-mail: info@counselslaw.com
Phone: +8801700920980. +8801947470606.
Address: Jamilla Villa (3rd Floor), Flat No-C2, House No. 4/A/1, Road No. 02, Gulshan-1, Dhaka-1212.
