Procedure of Company Registration in Bangladesh 2025

Bangladesh’s economy is one of the fastest-growing in Asia, with a projected GDP growth of 5.1% in 2025 and a GDP exceeding $451 billion. This makes it an attractive destination for entrepreneurs and foreign investors seeking to establish businesses in sectors like textiles, IT, agribusiness, and manufacturing. Registering a company under the Companies Act, 1994, through the Registrar of Joint Stock Companies and Firms (RJSC) is the foundational step to gaining legal recognition, limited liability protection, and access to financing. The process is streamlined and largely online, typically taking 20-30 working days, though delays can occur due to documentation errors or high application volumes.

At Jural Acuity, a leading law firm in Dhaka with over 10 years of experience and recognition in the Legal 500 Asia Pacific 2025, we specialize in guiding investors through this process. Our services include full company formation, FDI advisory, and post-registration compliance, ensuring seamless setup with 100% foreign ownership in most sectors. Contact us at +8801707108000 for a free consultation.

This guide covers key aspects of company registration, drawing from the latest 2025 regulations.

Types of Companies You Can Register

Bangladesh offers flexible business structures under the Companies Act, 1994, allowing both local and foreign investors to choose based on liability, scale, and operational needs. The most common are:

Foreign investors often opt for PLCs for their balance of protection and flexibility. Branch or liaison offices are alternatives for non-full incorporation but require BIDA approval and limit activities.

Simple Steps to Register a Company in Bangladesh

The RJSC oversees registration, with most steps online via their portal (roc.gov.bd). Here’s a streamlined process for a Private Limited Company:

1. Obtain Name Clearance: Propose 3 unique names via RJSC portal. Pay BDT 230 fee. Approval in 1-2 days; valid for 1 month (extendable). Avoid names resembling existing entities or restricted terms (e.g., “Royal”).
2. Draft Constitutional Documents: Prepare Memorandum of Association (MoA) outlining objectives, capital, and liabilities (max 400 words, 7 clauses), and Articles of Association (AoA) for internal governance. Stamp duty: BDT 2,000 for MoA.
3. Open Temporary Bank Account and Remit Capital: Open an account in the proposed company name. Foreign shareholders remit paid-up capital (min BDT 1 locally; USD 50,000 for 100% foreign-owned). Bank issues Encashment Certificate (1-3 days).
4. Submit Application to RJSC: Upload signed MoA/AoA, Form IX (director consent), Form XII (director list), subscriber page, and Encashment Certificate. Pay fees via bank slip. Physical submission follows.
5. Receive Certificate of Incorporation: RJSC reviews (3-7 days); issues digital certificate with registration number.
6. Post-Registration Formalities: Open full bank account, obtain seals, and secure licenses (detailed below).

Total timeline: 20-30 working days. Use a lawyer to avoid rejections.

Required Documents for Company Registration

Gather these for RJSC submission (scanned PDFs for upload):

• Name Clearance Certificate.
• MoA and AoA (stamped and signed by subscribers).
• Form IX: Consent to act as director (with TIN/NID/passport copies).
• Form XII: Particulars of directors/managing agents.
• Subscriber sheet: Shareholder details (passport/NID for foreigners/locals, address, shares subscribed).
• Encashment Certificate (for foreign capital).
• Proof of registered address (rent agreement/utility bill).
• Digital signatures for directors (if online).

No notarization needed for most; foreigners provide passport copies. For OPCs, add nominee details.

How to Choose and Reserve a Company Name

A distinctive name builds brand identity but must comply with Section 11 of the Companies Act: unique, not misleading, and avoiding offensive/restricted words (e.g., “Bank” without approval). Check availability on RJSC portal to avoid conflicts.

Steps:

1. Propose 3 names in order of preference (e.g., “Tech Innovate Ltd.”).
2. Apply online (BDT 230 fee; 1-2 days approval).
3. If rejected, reapply (e.g., add “Bangladesh” or modify).
4. Reserved for 1 month; extend via application.

Tips: Reflect business (e.g., sector-specific), ensure scalability for global branding. Jural Acuity assists in compliant, memorable naming.

Cost and Timeline for Company Registration

Costs vary by authorized capital (no min/max limit; typical BDT 10-50 lakh for startups). Timeline: 20-30 days total.

For USD 100,000 paid-up capital, total ~USD 1,500 including fees. Add BDT 5,000-10,000 for bank setup. Faster with experts; delays from errors add 1-2 weeks.

Foreign Investor Guidelines for Company Setup

Bangladesh welcomes FDI via the Foreign Private Investment Act, 1980, and BIDA facilitation. 100% ownership allowed except in arms, nuclear, mining, forestry (40-49% max). No JV mandatory.

Key Guidelines:

• Minimum Capital: USD 50,000 for 100% foreign; USD 100,000 for industrial (waivable for services/IT).
• Remittance: Inward via bank; full repatriation of profits/dividends post-tax (15% WHT on dividends).
• BIDA Registration: Mandatory for manufacturing; optional for services (expedites work permits).
• Work Permits: 20:1 local:expat ratio; apply via BIDA (USD 500 fee; 1-2 months).
• Incentives: Tax holidays (5-10 years in EPZs), duty-free imports for machinery.
• Prohibited Sectors: Cigarettes, lottery; restricted: banking (foreign <50%).

Jural Acuity handles FDI structuring, JV agreements, and repatriation. Recent inflows: USD 1.53 billion (2023).

Getting TIN, VAT, and Trade Licence After Registration

Post-RJSC, operationalize via NBR and local authorities (5-15 days):

• TIN (e-TIN): Free online via NBR portal (nbr.gov.bd); instant issuance. Requires incorporation certificate, director NID/passport. Mandatory for tax filing.
• VAT Registration (BIN): Apply to Customs, Excise & VAT Commissionerate with trade license, TIN, bank solvency, incorporation docs. Fee: Free; 15% rate on turnover >BDT 30 lakh. Monthly returns.
• Trade License: From City Corporation/Municipality (e.g., DNCC/DSCC in Dhaka). Fee: BDT 1,000-20,000 based on capital. Requires TIN, VAT, address proof. Renew annually.

Non-compliance risks fines (BDT 5,000+). Full setup: 45-60 days.

Director and Shareholder Requirements

For PLCs:

• Directors: Min 2 (max none); 18+, not bankrupt/convicted. Hold qualification shares (per AoA). Foreigners OK; one resident preferred for banking.
• Shareholders: Min 2 (max 50); any nationality/entity. No residency needed. Foreign: Provide passport, remit capital.

Changes: File Form XII within 30 days (BDT 500 fee). Directors manage; shareholders own/vote.

Annual Compliance and Filing Rules

Maintain good standing via:

• AGM: Within 9 months of FY end; approve accounts.
• RJSC Filings: Annual return (Form 92, BDT 500), audited financials (within 180 days).
• Tax: Income tax return by July 15 (35% corporate rate); TDS monthly/quarterly.
• VAT: Monthly returns; annual audit if turnover >BDT 3 crore.
• Audit: Mandatory; appoint ICAB auditor.
• BIDA/Bank: Quarterly FDI reports; renew licenses.

Penalties: BDT 5,000-50,000 for delays. Budget BDT 50,000/year for compliance.

Common Mistakes to Avoid During Company Registration

1. Inadequate Name Check: Proposing unavailable/similar names; delays clearance. Solution: Pre-search via RJSC.
2. Incomplete Documentation: Missing signatures/Encashment; rejections common. Solution: Use checklists/lawyers.
3. Underestimating Capital Remittance: Forgetting foreign inflows; halts process. Solution: Plan SWIFT transfers early.
4. Wrong Structure Choice: Picking public over private; higher compliance. Solution: Assess needs (e.g., funding vs. simplicity).
5. Skipping Post-Registration: Operating sans TIN/VAT; fines up to BDT 10,000. Solution: Sequence steps.
6. Ignoring Timelines: Name expiry (1 month); leads to restarts. Solution: Track via portal.
7. No Local Address: P.O. boxes invalid; verification fails. Solution: Secure physical office/rent.

Avoid these for a smooth launch. Partner with Jural Acuity for error-free registration and ongoing support. Visit juralacuity.com or call +8801707108000 to start today.