Bangladesh is a green country and huge lands are full in paddy. Hills, sea beach, tea plantation, rice and guest entertainment are beauty of country. Definitely Bangladesh is a good place of foreign investment for Indian, Japanese, Chinese, Americans, Europeans & others. S & F Consulting Firm is expert on foreign investment policy since 2012. Main services of the company are
- Company Formation in Bangladesh through RJSC, BIDA
- Business Advisory and
- Accounting Services.
Some other services are provided as BOI, BEPZA, E and PI Visa for the clients. There are many profitable and mark able sectors of foreign investment in Bangladesh. Export, import, clothing, textile, big projects attract foreign investors to invest.
Expert of the following and services are only for FOREIGN investors in Bangladesh
- Limited Liability Company registration in Bangladesh for foreigner (subsidiary or private limited company, LLC)
- Joint Venture company registration,JV
- Branch Office registration.
- Accounting and bookkeeping.
- Export, import business licenses or any business license.
- PI and E Visa for foreign clients.
- Permission to open business by BEPZA and BIDA.
Rules of foreign company registration, formation are different than local to foreign. and the foreign entrepreneurs are different from each other. Fees, government official system, time and behavior are not same like local investors. Without manage to government officers unable to obtain any licenses. Artificial complexity creation is practice of government lower officers. Still, investment in Bangladesh is on going because of ensure of all possibility.
Procedure of company formation in Bangladesh
- First process- directors will attend in the meeting to pass resolution with basic information to register LLC .
- Second process- We recommend to select 3 names in the meeting minutes to check availability.
- Third process- Share holding position of the directors mention in board meeting copy with signature. Objectives of the business must write in the board resolution as record and facilitate the consultant.
- Fourth process- Business name reservation is a part of new limited company formation in Bangladesh.
- Fifth process- Consultant will fill up prescribe forms (XII, VI, IX, X) and put signature to get ready to submit ROC.
- Sixth process- Adviser will prepare Memorandum of Association & AoA as company Act 1994.
- Seventh process- Entrepreneurs will remit equity investment to a proposed bank account and fill up bank form C.
- Eighth process- Bank will issue inward remittance certificate to submit RJSC to verify TT.
- Ninth process- At most 6 business objectives are allowed to add in business principles.
- Tenth process- Pay the government fees, stumps and certificate fees to schedule bank of RJSC.
- Eleventh process- Other official expenses must pay to approve incorporation by RJSC officers.
- Twelfth process- Apply for personal and business income tax (TIN) certificate providing original passport to NBR.
- Thirteenth process- Consultant shall apply for e-trade license to city corporation or Union Porishadh with supporting copies.
- Fifteenth process-Consultant shall apply for VAT certificate enclosing required papers to regional VAT office, nearest of business address.
- Sixteenth process- Expert will apply for membership from chamber of commerce to obtain certificate for export, import business.
- Seventeenth process- Obtain BGMEA, BKMEA membership if business is relating to clothing factory setup in Bangladesh.
- Eighteenth process- Consultant shall apply to obtain export, import license providing by membership certificate, bank letter & ROC papers.
Factory setup procedure
- Procedure 1-Apply for environment certificate clearance letter at the beginning.
- Procedure 2-Provide building or factory plan approval copy
- Procedure 3-Get permission from the labor ministry (Jonoshokti department)
- Procedure 4- Apply for Kolkarthana license.
- Procedure 5- Apply for BOSTRO ODHIDOPTOR (under cloth ministry) if setup a garment industry.
- Procedure 6- Apply for BIDA permission to obtain business visa, work permit and industrial licensing.
At a glance company formation process in Bangladesh for foreigner
|Incorporation||MOA, AOA, Forms and Encashment||RJSC|
|Trade License||Form, passport, photo, tenancy agreement||City Corporation & Union Porishodh|
|TIN||ROC copy, passport, address and contact number||NBR|
|VAT||Bank letter, ROC copies and tenancy agreement||NBR (Local VAT office)|
|Membership of chamber||ROC copies, form fill up, basic information and Taka 40 K to 80 K||BGMEA, BKMEA, DCCI etc|
|IRC and ERC||ROC copies, Bank letter, Membership, Challan and photo||Chief controller of export & import|
|Fire License||Building layout plan, bank draft, trade license, RJSC copies, Instrument purchase list, machinery list||Fire service & civil Defense|
|Factory||Fire and Trade license, Building outlet plan, tenancy agreement, photo, application, bank draft, RJSC copies, list of man power & machinery||Ministry of labour and employment|
|BOSTRO||Fire & Trade license, Building outlet plan, tenancy agreement ,application, bank draft of taka 5000, RJSC copies, list of man power & machinery, equipment or machine purchase loan sanction letter.||Textile mills corporation|
|PI Visa||Passport, photo, encashment certificate of US$ 50,000, RJSC copies, Board meeting minutes & news paper advertisement||BOI/ BEPZA|
|E Visa||Employment letter, Board Resolution, Photo, Man power list, News paper advertisement, US$ 50,000 bank certificate & previous service history||BOI|
|Branch Office||Application form, man power list, audit copy of parent company, board resolution, business activities, photos, address, rental deed, appointment letter of local expert||BOI|
|Export processing zone||Application form, man power list, audit copy of parent company, board meeting minutes, business activities, photos, address, rental deed, appointment letter of local expert||EPZA|
Legal terms to register a company in Bangladesh as non resident
Detail information available between section 378 to 387, Company Act 1994.
|378||Application of sections 379 to 387 to foreign companies|
|379||Documents etc to be delivered to Registrar by foreign companies carrying on business|
|380||Accounts of foreign company|
|381||Obligation to state name etc of foreign company|
|382||Service of foreign company|
|383||Notice of ceasing place of business of a company|
|385||Company’s failure to comply with this part not to affect its liability under contracts|
|386||Fees for registration of documents under this part|
Return submission rules and law for all LLC
|Return & Section||Submission Time||Forms|
|Annual Return, Section 36||Within 21 days of General Meeting||Schedule X|
|Increase Authorized capital, 56||Within 15 days of passing the resolution thereof||Form IV|
|Special resolution, 88||Within 15 days of passing the resolution thereof||Form VIII|
|Return of allotment, 151||Within 60 days of allotment||Form XV|
|Fining annual accounts, 190||Within 30 days of General Meeting||Copies thereof|
Without expert do not think to register pvt ltd company in Bangladesh. As banking issue will make your life hell unless handled by expert. Remittance of paid up is must before register a LLC through ROC. Verification of bank letter will take longer by ROC unless expert handle this issue. Sometimes, ROC letter missing when courier sent by ROC. Now real problem start up and takes longer to complete procedure. If 30 days goes after submission files to ROC will need additional permission from ministry of commerce. To extend extra 30 days time from ministry is matter of big money. Bank deceleration equity investment and ROC submission information must be same. Now a day photo add for each shareholders in subscription pages are must.
Company Registration Fees in Bangladesh
|Type of company||Fees range (in Taka)||Service Cover|
|For service businesses||50000-120,000||Company incorporation |
Income Tax certificate
Bank account opening
|For export and import business||130000-1500000|| |
Income Tax certificate
Bank account opening
Membership from chamber of commerce
Export/ Import license
|For manufacture & factory setup||300000-400000||-Company incorporation certificates, form XII, MoA, AoA |
-Income Tax certificate
-Bank account opening
-Membership from chamber of commerce
-Export/ Import license
-Work permit/ Investor visa
-Building Plan (vary case to case)
-Manpower department of government
|Branch, representative & Liaison||80000-120000||Permission from BIDA|
|PI and E Visa||Contact Us||Employees and investor visa|
Company Formation Time Frame in Bangladesh
How long time will take to register a company? Its vary on, which company you will establish. look at below to see company formation time.
|Nature of business||Type of company||Time|
|Service||Category A||20-30 days|
|Import & Export||Category B||30-45 days|
|Manufacture||Category C||3-4 months|
|Branch, Liaison||Category D||30-40 days|
Download below documents if need
How can I form a Ltd company in Bangladesh?
As person who is unknown the process of company creation is risky. As ltd company creation in Bangladesh is not easier matter like other country. Many steps are there to follow and every steps are complex. If any mistakes done will affect on full procedure. Foreign shareholding company is more complexity to handle. From ltd company creation to factory set up licensing are long procedure. It starts from RJSC and end obtaining PI and E visa. Service, export, manufacture and branch office are different method. Local can create proprietorship and partnership company. Whereas foreign shareholding companies have one way is Ltd company creation. Ltd company can be subsidiary or new formation in Bangladesh. Some steps of Ltd Company Creation are shortly given:-
- Step one: RJSC-Incorporation
- Step 2: City Corporation-Trade License
- Step 3: NBR-TIN and VAT
- Step 4: Bank account
- Step 5: Membership-Chamber
- Step 6: Import and Export-Trade Ministry
- Step 6: Fire license-Fire and defense department
- Step 7: Factory
- Step 8: Plan and layout
- Step 9: Manpower
- Step 10: Ministry approval
- Step 11: PI and E Visa-Board of Investment
Address: Mirpur, Dhaka, Contact: +8801319340140 (Only WhatsApp call and text).