Company Registration in Bangladesh

Bangladesh has emerged as one of the fastest-growing economies in Asia, offering immense opportunities for entrepreneurs and foreign investors. With a rapidly developing infrastructure, competitive labor costs, and a strategic location in South Asia, Bangladesh is an attractive destination for setting up a business.

Registering a company in Bangladesh is the first step toward entering this dynamic market. The process is governed by the Registrar of Joint Stock Companies and Firms (RJSC) and includes legal, financial, and procedural steps to ensure compliance with local laws. Whether you're a local entrepreneur or an international business looking to expand, understanding the company registration process is essential for a successful launch in Bangladesh.

Types of Business Entities for Company Registration in Bangladesh

When setting up a business in Bangladesh, selecting the appropriate legal structure is a critical first step. The country offers several types of business entities, each suited to different business sizes, scopes, and ownership models:

1. Private Limited Company (PLC)

• Most common and preferred form for local and foreign investors.

• Requires 2 to 50 shareholders.

• Minimum of 2 directors.

• Shareholder liability is limited to the amount unpaid on their shares.

• Foreigners can own up to 100% of shares (except in restricted sectors).

2. Public Limited Company

• Suitable for large-scale businesses planning to raise capital from the public.

• Requires a minimum of 7 shareholders and 3 directors.

• Can offer shares to the public via stock exchange listing.

• Subject to more stringent compliance and regulatory requirements.

3. Sole Proprietorship

• Owned and operated by a single individual.

• Simple and inexpensive to register.

• The owner has unlimited personal liability for the business’s debts.

• Ideal for small businesses with minimal legal and financial risks.

4. Partnership Firm

• Owned by two or more partners under a formal partnership deed.

• Can be registered with the RJSC (optional but recommended).

• Partners have joint and several liability.

• Suitable for small and medium enterprises with shared ownership.

5. Branch Office

• Foreign companies can open a branch to carry out business operations in Bangladesh.

• Must obtain prior approval from Bangladesh Investment Development Authority (BIDA).

• Can engage in commercial activities but is considered an extension of the parent company.

6. Liaison Office (Representative Office)

• Cannot undertake commercial activities or earn income.

• Used for promotional, communication, or market research activities.

• Also requires approval from BIDA.

Eligibility Criteria for Company Registration in Bangladesh

Before registering a company in Bangladesh, it's important to understand the eligibility requirements that apply to both local and foreign entrepreneurs. These criteria ensure that your business setup aligns with the country's legal and regulatory framework.

1. Minimum Number of Shareholders and Directors

• Private Limited Company: Requires a minimum of 2 shareholders and 2 directors.

• Public Limited Company: Requires at least 7 shareholders and 3 directors.

• Shareholders and directors can be the same individuals.

2. Nationality Requirements

• Both local and foreign nationals can be shareholders and directors.

• Foreign ownership of up to 100% is permitted in most sectors.

• At least one director must be a resident in Bangladesh (in some sectors and banks, this is mandatory for regulatory purposes).

3. Age Requirement

• All shareholders and directors must be at least 18 years old and of sound mind.

4. Valid Identification

• Local nationals must provide a National ID card (NID).

• Foreign nationals must provide a valid passport copy.

5. Registered Office Address

• The company must have a local registered office address in Bangladesh.

• This address will be used for all official communications and legal notices.

6. Name Clearance

• The proposed company name must be unique and approved by the Registrar of Joint Stock Companies and Firms (RJSC).

• A name clearance certificate must be obtained before proceeding with registration.

7. Capital Requirement

• No minimum capital is prescribed for most businesses.

• However, for foreign-owned companies, a minimum paid-up capital of USD 50,000 is recommended for ease of work permit and BIDA approval.

Procedure for Company Registration in Bangladesh

Registering a company in Bangladesh is a multi-step process overseen by the Registrar of Joint Stock Companies and Firms (RJSC). Here is a step-by-step guide to help you navigate the incorporation process:

1. Name Clearance from RJSC

• Apply for a Name Clearance Certificate through the RJSC online portal.

• The proposed company name must be unique and not conflict with existing registered names.

2. Drafting the Company Documents

• Prepare the following:

  • Memorandum of Association (MOA)

  • Articles of Association (AOA)

  • Form IX: Consent of Director(s)

  • Form XII: Particulars of the Directors, Manager, and Managing Agents

  • Form X: List of Subscribers to the MOA

3. Open a Bank Account (For Foreign Shareholders)

• If the company has foreign ownership, open a temporary bank account in the proposed company name.

• Remit the initial paid-up capital (minimum USD 50,000) to this account to obtain a bank encashment certificate.

4. Submission to RJSC

• Submit all the signed documents along with:

  • Name Clearance Certificate

  • Passport/NID copies of shareholders and directors

  • Bank encashment certificate (for foreign shareholders)

• Pay the registration fees and stamp duty online.

5. Certificate of Incorporation

• Upon successful verification, the RJSC issues:

  • Certificate of Incorporation

  • Digital Certified Copies of MOA and AOA

  • Form XII (List of Directors)

6. Trade License from Local Authority

• Apply for a Trade License from the local City Corporation or Municipality where the office is located.

• Submit:

  • Incorporation documents

  • Rent agreement for office space

  • NID/passport of the managing director

7. Tax Identification Number (TIN)

• Apply for a Tax Identification Number (TIN) from the National Board of Revenue (NBR).

• Required for opening a permanent bank account and tax compliance.

8. VAT Registration (Optional but Recommended)

• Register for a Business Identification Number (BIN) for VAT purposes, especially if your turnover exceeds the VAT threshold.

9. Import/Export Registration Certificate (IRC/ERC) (If Applicable)

• Required for companies involved in international trade.

• Obtainable from the Chief Controller of Imports and Exports.

10. BIDA Registration (For Foreign Investors)

• Register the company with Bangladesh Investment Development Authority (BIDA) to access incentives, work permits, and other foreign investment facilities.

Various Taxes For Company Registration in Bangladesh

Once your company is registered in Bangladesh, it must comply with the country’s tax regulations. Below is an overview of the key taxes businesses are required to pay:

 1. Corporate Income Tax

• Paid on annual profits.

• Private Limited Companies: 27.5%

• Public Listed Companies: 20%–22.5%

• Special industries like garment exports may enjoy lower rates (as low as 10–12%).

 2. Value Added Tax (VAT)

• Standard rate: 15%

• Collected on goods/services provided.

• Mandatory for businesses with annual turnover above BDT 3 crore (approx. USD 275,000).

• Businesses with lower turnover can opt for turnover tax instead.

 3. Withholding Tax

• Must be deducted and paid when making payments like:

  • Salaries

  • Rent

  • Professional services

  • Dividends to shareholders

 4. Import Duties & Taxes

• Applicable if your company is involved in imports.

• Includes customs duty, regulatory duty, and VAT on imports.

• Varies by product classification.

 5. Stamp Duty

• Paid during company incorporation and on share-related transactions.

• Based on authorized capital and document type.

 6. Advance Tax Payments

• Taxes such as Advance Income Tax (AIT) and Advance Trade VAT are collected upfront during import or trade-related transactions.

Documents Required for Company Registration in Bangladesh

To register a company in Bangladesh, you must submit several key documents to the Registrar of Joint Stock Companies and Firms (RJSC). These documents establish the legal structure, ownership, and governance of the company.

 1. Name Clearance Certificate

• Issued by RJSC as confirmation of the approved company name.

• Must be obtained before filing incorporation documents.

 2. Memorandum of Association (MOA)

• Outlines the company’s objectives, business activities, and scope of operations.

• Lists the names and shareholding of initial subscribers.

 3. Articles of Association (AOA)

• Contains the rules and regulations for the internal management of the company.

• Specifies director roles, shareholder rights, meeting procedures, etc.

 4. Form IX – Consent of Directors

• Signed consent by the directors to act in that role.

 5. Form X – List of Promoters/Subscribers

• Names and details of those who have subscribed to the MOA (shareholders).

 6. Form XII – Particulars of Directors

• Full names, nationalities, addresses, and other details of appointed directors.

 7. Identification Proofs

• For Bangladeshi nationals: National ID card (NID)

• For foreign nationals: Valid passport copy

 8. Passport-Sized Photos

• Required for all shareholders and directors.

 9. Registered Office Address Proof

• Rent agreement or utility bill showing the company’s registered office location in Bangladesh.

 10. Bank Encashment Certificate (For Foreign Investors)

• Proof that the paid-up capital has been remitted into a Bangladeshi bank account (minimum USD 50,000 generally recommended).

 11. Power of Attorney 

• If you are authorizing a third party (e.g., YKG GLOBAL) to handle the registration process on your behalf.

Benefits of Company Registration in Bangladesh

Registering a company in Bangladesh opens the door to a wide range of business, legal, and financial advantages. Whether you are a local entrepreneur or a foreign investor, here are the key benefits of setting up a company in Bangladesh:

 1. Access to a Fast-Growing Market

• Bangladesh is one of the world’s fastest-growing economies.

• Home to a large and youthful population with rising purchasing power.

 2. 100% Foreign Ownership Allowed

• Foreign investors can fully own a Private Limited Company in most sectors without requiring a local partner.

 3. Strategic Location in South Asia

• Offers excellent connectivity to regional markets like India, China, and Southeast Asia.

• Ideal hub for export-oriented businesses.

 4. Competitive Operational Costs

• Low labor, infrastructure, and utility costs compared to many Asian countries.

• Ideal for startups and SMEs looking to scale affordably.

 5. Government Incentives for Investors

• Tax holidays, reduced customs duties, and VAT exemptions available for various industries and export-oriented businesses.

• Support from Bangladesh Investment Development Authority (BIDA) for foreign investors.

 6. Legal Protection & Limited Liability

• Shareholders’ personal assets are protected in a Private Limited Company structure.

• Business operates as a separate legal entity.

 7. Easy Access to Finance

• Registered companies can raise funds through bank loans, equity investment, and venture capital.

 8. Brand Credibility and Trust

• A registered company builds trust with customers, suppliers, and financial institutions.

• Enhances credibility in both local and international markets.

Why Choose YKG GLOBAL for Company Registration in Bangladesh?

At YKG GLOBAL, we make it easy for entrepreneurs, startups, and international businesses to establish a company in Bangladesh—efficiently, compliantly, and confidently. Here’s why businesses around the world trust us:

 Global Expertise, Local Execution

We combine our global business consulting experience with deep knowledge of Bangladesh’s legal and regulatory framework, ensuring smooth and hassle-free registration.

 End-to-End Service

From name clearance to incorporation, and from bank account opening to licensing, we handle every step—so you can focus on growing your business.

 Dedicated Business Advisors

You get a single point of contact for personalized guidance, timely updates, and professional support throughout the entire registration process.

 Support for Foreign Investors

We specialize in helping foreign clients navigate the Bangladesh market. We assist with:

• BIDA approvals

• Work permits

• Tax registration

• Bank liaison

 Fast & Transparent Process

We value your time. Our streamlined approach ensures quick turnarounds and full transparency in costs, timelines, and documentation.

 Compliance & Accuracy

Our experts ensure all documents meet RJSC, NBR, and local government requirements—minimizing the risk of delays or rejections.

 One-Stop Corporate Solution

Beyond registration, YKG GLOBAL provides ongoing services like:

• Tax filing & audit

• Regulatory compliance

• Trademark & IP services

• Import/export licenses

• Virtual office & legal support