Bangladesh has become one of the most attractive FDI destinations in South Asia, offering 100% foreign ownership in most sectors, generous tax holidays, and full repatriation of profits and dividends. Whether you’re a multinational corporation or a solo foreign entrepreneur, registering a company is straightforward if you follow the correct sequence.
Here’s the complete, updated process as of 2026.
Types of Companies Foreigners Can Register
Foreign investors can choose from the following structures under the Companies Act 1994:
- Private Limited Company (most popular) Minimum 2 and maximum 50 shareholders; restricted transfer of shares; easiest and fastest to register.
- Public Limited Company Suitable for large-scale operations or future listing on the Dhaka Stock Exchange.
- Wholly Owned Subsidiary (100% foreign shareholding) Allowed in almost all sectors except four reserved sectors (arms, nuclear energy, forest extraction, and security printing).
- Branch Office For trading or liaison activities; no local shareholders required but scope of activities is limited.
- Representative/Liaison Office For market research and coordination only; cannot generate revenue locally.
- Joint Venture Company With local or foreign partners (optional).
100% foreign ownership is permitted in sectors such as IT, textiles, pharmaceuticals, renewable energy, infrastructure, and most manufacturing industries. There are however certain restricted sectors which requires a majority of local shareholders.
Name Clearance Process
Once a client selects a name, we immediately verify its availability. Please note that certain restricted words are prohibited, while others may require prior approval before use. We typically provide the finalized name within one business day.
Required Documents for Foreign Investors
For each foreign shareholder and director:
- Scanned color passport (valid for at least 6 months)
- Recent passport-size photograph (white background)
- Board resolution authorizing investment and appointing a local representative (if needed)
- Memorandum and Articles of Association (MoA & AoA) of the parent company (if applicable)
- Certificate of Incorporation of the parent company (attested by Bangladesh Embassy or Apostille)
- Proof of address (utility bill or bank statement)
All foreign documents must be notarized and, if not in English, translated and attested.
Step-by-Step Company Registration at RJSC
- Name Clearance → (1day)
- Open an interim bank account in a scheduled bank (e.g., Standard Chartered, HSBC, City Bank) and obtain Encashment Certificate after remitting capital
- Draft MoA & AoA (hire a local lawyer or corporate firm)
- Pay stamp duty online
- Submit registration application on RJSC portal with:
- Form XII (particulars of directors)
- Form IX (Directors Consent Form)
- Encashment Certificate (Form C from Bangladesh Bank)
- All attested foreign documents
- Pay RJSC fees (Depending on authorized capital)
- Receive Digital Certificate of Incorporation, usually within 5–7 days
- Get certified copies of MoA, AoA, and Form XII Total timeline: 2–4 weeks if all documents are ready. Minimum Capital Requirements
In Bangladesh, there is no strictly defined minimum paid-up capital requirement for company
registration. We generally recommend a minimum of $1,500 USD, or its equivalent in BDT. However, please keep in mind that if the company intends to employ foreign nationals, a minimum investment of $100,000 USD is required to meet regulatory standards.
Opening a Bank Account for Foreign Shareholders
Foreigners can open:
- Non-Resident Taka Account (NRTA) – for company operations
- Foreign Currency (FC) Account – to receive and repatriate FC Account can only be opened if the business falls within the authorized guidelines of the Bangladesh Bank.
Required: Passport + Incorporation Certificate + Board Resolution.
Obtaining TIN and Trade License
After incorporation:
- Apply for e-TIN online at (12-digit TIN issued instantly).
- Trade License from local City Corporation / Union Parishad (Fees depending on location and business type).
- VAT Registration : Required for all business activities.
- Import Registration Certificate (IRC) and Export Registration Certificate (ERC) if needed
- BIDA Registration (mandatory for foreign-owned companies with Industrial Operation)
Visa and Work Permit Process
1. Private Investor Visa
- Requires proof of US$ 100,000 inward
- Validity: 1–3 years, multiple entry
- Apply through BIDA recommendation → Department of Immigration
2. Work Permit
- Issued by BIDA
- Requires proof of Investment of inward remittance of equity.
- Maximum 4 foreign employees initially (ratio 5 local: 1 foreign)
- Validity up to 3 years, renewable
Compliance and Annual Filing Requirements
Every year, foreign-owned companies must submit:
Requirement | Deadline |
Annual General Meeting (AGM) | First AGM must be held within 18 months of Registration and thereon, once, in each calendar year. |
Annual Return (Schedule X) | Within 30 days of AGM |
Audited Financial Statements | With Annual Return |
Annual Tax Return | As per the last authorized submission period allowed by the Govt. |
BIDA Quarterly Report
FDI Report | Within 15 days of quarter end.
End of each Quarter
|
Tax Obligations for Foreign-Owned Companies
- Corporate Tax Rate:
o Generally 27.5% for Private Ltd. company and 25% of Public Limited Company.
- Reduced rates: Available for certain types of operation.
- Tax holidays up to 10 years in SEZs and hi-tech parks
- VAT: 15% standard (many exports zero-rated). Also, there are reduced rate for different kinds of services.
- Dividend repatriation tax: 20% (can be reduced via Double Taxation Agreements)
- Bangladesh has DTAs with 41 countries including UK, Singapore, UAE, India, China, Korea, Japan, etc.
Final Tip: Engage a reputable local law firm or corporate service provider to handle the entire process smoothly.
With full foreign ownership, profit repatriation, and investor-friendly policies, Bangladesh offers one of the easiest company registration regimes in Asia. Start your journey today!