Bangladesh’s economy continues to surge forward, with a projected GDP growth of 5.1% in 2025 and a total GDP surpassing $451 billion. This makes it an increasingly attractive hub for entrepreneurs and foreign investors eyeing opportunities in textiles, IT, agribusiness, manufacturing, and beyond. However, tapping into this potential requires navigating the legal landscape effectively. Registering your business with the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act, 1994, provides legal recognition, limited liability, and access to financing. This comprehensive guide outlines the entire process, drawing from the latest 2025 regulations, to help you set up smoothly. Whether you’re a local startup or a foreign investor, understanding these steps ensures compliance and minimizes delays.
Types of Business Entities in Bangladesh
Choosing the right business structure is foundational, as it impacts liability, taxation, and operational flexibility. Bangladesh offers several entity types under the Companies Act, 1994, and related laws. Here’s a breakdown:
Entity Type | Description | Key Features | Ideal For |
Sole Proprietorship | A single individual owns and operates the business. | Unlimited liability; simple setup; no separate legal entity. | Small-scale traders or freelancers with low risk. |
Partnership | Two or more individuals share ownership and profits. | Unlimited liability (unless limited partnership); governed by Partnership Act, 1932. | Professional services like law or accounting firms. |
Private Limited Company | A separate legal entity owned by 2–50 shareholders. | Limited liability; minimum 2 directors; shares not publicly traded. | Most startups and SMEs; allows 100% foreign ownership in many sectors. |
Public Limited Company | Owned by shareholders with publicly tradable shares. | Limited liability; minimum 3 directors; requires stock exchange listing for trading. | Large-scale operations aiming for public funding. |
One-Person Company (OPC) | A hybrid for solo entrepreneurs, introduced recently. | Limited liability; single director/shareholder. | Individual innovators or consultants seeking corporate benefits. |
Branch/Liaison Office (Foreign) | Extension of a foreign parent company. | No independent operations for liaison; limited activities for branches. | Foreign firms testing the market without full incorporation. |
Private limited companies are the most popular due to their balance of protection and ease. Foreign investors can own 100% in most sectors, with no mandatory local partners, though sectors like banking may require approvals from the Bangladesh Bank.
Required Documents for Business Registration
Gathering documents upfront prevents bottlenecks. For a private limited company—the most common entity—here’s what you’ll need:
- Identity Proofs: National ID (NID), passport, or birth certificate for directors/shareholders (notarized for foreigners).
- Memorandum of Association (MOA): Outlines company objectives, capital, and liabilities (on stamp paper).
- Articles of Association (AOA): Details internal rules, management, and operations.
- Form IX: Consent to act as director.
- Form X: List of directors with details.
- Form XII: Declaration of compliance with Companies Act.
- Encashment Certificate: From a bank, proving paid-up capital remittance (for foreign investments).
- Power of Attorney: If applying remotely via a local agent.
- Bank Account Details: Proof of initial deposit.
All documents must be in English or Bengali, with translations if needed. Digital uploads are standard via the RJSC portal.
Step-by-Step Company Registration Process
The process is largely online through roc.gov.bd and typically takes 20–30 working days. Here’s a clear roadmap for a private limited company:
- Obtain Name Clearance: Propose 3 unique names online. Pay BDT 230 fee. Approval in 1–2 days; valid for 1 month.
- Draft MOA and AOA: Prepare these foundational documents with legal help to ensure compliance.
- Gather Supporting Documents: Compile identities, consents, and declarations as listed above.
- Remit Paid-Up Capital: Deposit minimum BDT 1 (though BDT 100,000+ recommended) into a temporary bank account.
- Submit Application: Upload all docs to RJSC portal, pay fees based on authorized capital.
- Verification and Approval: RJSC reviews (7–10 days); issues Incorporation Certificate upon success.
- Open Company Bank Account: Use the certificate to convert to a full current account.
For foreign entities, notify the Bangladesh Investment Development Authority (BIDA) if FDI exceeds certain thresholds.Learn More
Costs and Government Fees for Registration
Costs vary by entity and capital but remain affordable, making Bangladesh competitive. Expect total expenses of BDT 20,000–50,000 (USD 170–425) for a basic private limited company, excluding professional fees.
Fee Type | Amount (BDT) | Notes |
Name Clearance | 230 | One-time; per application. |
Registration Fee | 200–2,000 (based on authorized capital up to BDT 100 lakh) | Scales with capital; e.g., BDT 2,925 for BDT 3.18 lakh capital. |
Filing Fee | 1,200 | For MOA/AOA submission. |
Stamp Duty | 1,000–5,000 | On MOA/AOA; varies by capital. |
Professional/Legal Fees | 10,000–30,000 | For drafting and filing (optional but recommended). |
Additional costs include encashment certificates (BDT 500–1,000) and courier for remote setups. No hidden taxes at registration, but budget for post-setup licenses.
How to Get a Trade License in Bangladesh
A Trade License is mandatory for operations, issued by local City Corporations or Union Parishads. It legalizes specific trades/activities.
Steps:
- Apply Online/Offline: Via local government portal or office; submit RJSC certificate, MOA/AOA, NID photos, and rental agreement.
- Pay Fees: BDT 1,000–20,000 annually, based on business size/location (e.g., BDT 2,000 for small shops in Dhaka).
- Inspection: Officials may verify premises (1–3 days).
- Receive License: Valid 1 year; renew annually.
Timeline: 3–7 days. Without it, fines up to BDT 50,000 apply.
VAT, Tax, and BIN Registration Requirements
Post-incorporation, comply with the National Board of Revenue (NBR) for fiscal operations.
- TIN (Tax Identification Number): Free online application via NBR e-TIN portal. Submit RJSC certificate and IDs. Issued in 1–2 days; mandatory for all businesses.
- VAT Registration: Required if annual turnover exceeds BDT 3 million (or for imports/exports). Apply via NBR with TIN, license, and bank details. Fee: BDT 2,000–5,000. Takes 6–7 days; threshold may adjust in 2025.
- BIN (Business Identification Number): Issued with VAT certificate; essential for e-commerce, tenders, and banking. Enables normal transactions.
Corporate tax rates: 25–35% (lower for exports). File annual returns by June 30.
Name Clearance Process and Guidelines
Securing a unique name prevents rejections. Guidelines:
- Names must not imply government affiliation (e.g., no “Bangladesh Ltd.”).
- Avoid offensive/vulgar terms; check trademarks via DPDT.
- Propose 3 options in order of preference.
- Online via RJSC: Upload form, pay BDT 230. Emailed approval if clear.
- Validity: 1 month; extend for BDT 100.
Rejections are common (20–30% rate); refine based on feedback.
Timeline for Completing Business Registration
Stage | Duration |
Name Clearance | 1–2 days |
Document Prep & Submission | 5–7 days |
RJSC Verification & Certificate | 7–10 days |
Trade License | 3–7 days |
TIN/VAT/BIN | 3–7 days |
Total | 20–30 working days |
Delays occur from incomplete docs or peak seasons; remote setups add 3–5 days for notarization.
Common Mistakes to Avoid During Registration
- Inadequate Name Check: Leads to rejections; always verify availability.
- Incomplete MOA/AOA: Vague objectives can limit future activities.
- Skipping Capital Proof: Foreign remittances must be documented pre-submission.
- Ignoring Sector Approvals: IT/telecom needs BTRC nods.
- DIY Without Expertise: Use lawyers to avoid fines (up to BDT 100,000 for errors).
- Overlooking Updates: 2025 amendments emphasize digital filings—stay current.
Post-Registration Compliance Requirements
Registration is just the start; ongoing obligations ensure smooth operations:
- Annual Returns: File with RJSC by January 31 (Form 92–95); fee BDT 500–2,000.
- Audited Accounts: Submit to NBR/RJSC; appoint auditors within 3 months.
- Tax Filings: Quarterly VAT, annual income tax by November 30.
- Board Meetings: Minimum 4/year; maintain minutes.
- Labor Compliance: Register with Chief Inspector of Labor for 10+ employees.
- Renewals: Trade License (yearly), VAT/BIN updates.
Non-compliance risks penalties (BDT 5,000–500,000) or dissolution. Engage firms like Jural Acuity for ongoing support.
In summary, Bangladesh’s streamlined, digital-first registration process positions it as a gateway to South Asian growth. With low costs and investor-friendly policies, now’s the time to act. For personalized assistance, consult legal experts to tailor this to your needs. Start your journey today and contribute to a dynamic economy!