Bangladesh’s economy is one of the fastest-growing in Asia with a very young labour force. 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 Ltd. Company under the Companies Act, 1994, through the Registrar of Joint Stock Companies and Firms (RJSC) is the foundational step for 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. Registration process in Bangladesh is very smooth and investor friendly. Jural Acuity provides a seamless support to the investors for business registration. After initial discussion, our consultant advices you to choose the best type of business registration, so that you can start your operation immediately. At Jural Acuity, a leading law firm in Dhaka with over 10 years of experience and recognition in the Legal 500 Asia Pacific 2025 & 2026. We specialize in guiding the investors through this one-stop process which allows them to make a decisive call in choosing the right process for registration in Bangladesh. 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 initial consultation.

This guide covers key aspects of company registration, drawing from the latest 2026 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 Pvt. Ltd. for their balance of protection and flexibility. Branch or liaison offices are alternatives for non-full incorporation but require BIDA approval and limited activities.

Simple Steps to Register a Company in Bangladesh

The RJSC oversees registration, with most steps completed vide online portal. Here’s a streamlined process for a Private Limited Company:

1. Obtain Name Clearance: Completed in one day, valid for 1 month (extendable). Avoid names resembling existing entities or restricted terms. There are certain restricted words which must be avoided. Also, some types may also require pre approval from govt.
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.
3. Open Temporary Bank Account and Remit Capital: Open an account in the proposed company name in one of the Commercial banks of Bangladesh. The Foreign Shareholders must remit the paid-up capital amount in the account. The Bank issues Encashment Certificate (3 days).
4. Submit Application to RJSC: Upload signed MoA/AoA, Form IX (director consent), Form XII (director list), subscriber page, and Encashment Pay fees via bank slip or Online Payment Portal. 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 working days. Use a lawyer to avoid rejections.

Required Documents for Company Registration

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

• Name Clearance
• 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
• 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 is required. Documents must be prepared in English.

How to Choose and Reserve a Company Name

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.

Cost and Timeline for Company Registration

The total cost is determined by the company’s authorized capital and applicable government fees. Similarly, our professional service fees vary based on the type of company and the specific scope of work required. We provide a tailored quotation to each client based on their unique requirements.

The registration timeframe varies based on the company’s structure. A local company can usually be registered within 3 to 4 business days. However, for companies with foreign shareholders, the process takes about 7 to 10 days. This is because foreign investors are required to open a temporary bank account to transfer the paid-up capital before the company registration is completed.

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: In Bangladesh, there is no strictly defined minimum paid-up capital requirement for company registration. We generally recommend aminimum of $1,500 USD, or its equivalent in BDT. However, please keep in mind that if the company intends to employ foreign nationals or requires investors visa, a minimum investment of $100,000 USD is required to meet regulatory standards.

• Remittance: There is no tax on equity capital and investors can bring as much equity as they require. Generally, equity is converted in BDT; however, for industrial projects, FC Accounts are allowed.
• BIDA Registration: Mandatory for manufacturing; optional for service-related industry. BIDA registration provides various benefits including issuing of work permits.
• Work Permits: 20:1 local: expat ratio for industrial projects and 5:1 for commercial projects. Total time requirement is 1-2 months. Also, some compliances including paper advertisement is required.
• Incentives: Tax holidays (5-10 years in EPZs), duty-free imports for
• Local Ownership: Generally, not mandatory
• Resident Director: Generally, Not Mandatory
• Office: Must maintain an office address.
• Shelf Companies: Not Allowed.

Jural Acuity handles FDI structuring, JV agreements, registration, post licensing compliances and repatriation.

Getting TIN, VAT, and Trade License After Registration

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

• TIN (e-TIN): Post Company registration, a Tax Number must be obtained for the Company.
• Trade License: To obtain a trade license for commercial activities, a registered commercial address is required, along with the company’s incorporation documents and the directors’ identification For industrial establishments, the requirements are more extensive, including an NOC (No Objection Certificate) and several other regulatory clearances.
• Regularizing Bank Account and Share Issuance Reporting; After Trade License and TIN, Company must apply to bank to regularize its bank account and report to Bangladesh Bank for the share issuance.
• Personal Tax No. of Foreign Directors; It is required for obtaining VAT registration.
• VAT Registration (BIN): In Bangladesh, VAT registration is mandatory for conducting business Without a valid registration, you will not be legally authorized to generate invoices.

Company may also be required to obtain other permission and licenses based on its operation type including Import-Export Registration.

Director and Shareholder Requirements

While banks generally prefer at least one resident director for account management, exceptions are made if both directors are non-residents. In such cases, the bank account can still be operated by appointing and authorizing a local representative to manage the transactions. There is no legal requirement for a resident director of the Company.

Annual Compliance and Filing Rules

Maintain good standing via:

• Trade License & Other Permits [if any]: Must be renewed annually.
• AGM: The first Annual General Meeting (AGM) must be held within 18 months from the date of the company’s incorporation. Following this, the company is required to hold an AGM at least once in every calendar year.
• Audit Report: Every company must comply with annual audited financials requirements.
• RJSC Filings: Once in every calendar year.
• Tax: Income tax must be filed as per the last date authorized by the Govt. Additionally, Company must submit Quarterly TDS Returns and deposit TDS on monthly basis.
• VAT: Monthly
• Bank: Quarterly FDI reports.

There are other returns which must be completed based on the operation of the Company.