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Bangladesh Foreign Company Registration-Formation

<img src="Bangladesh-Foreign-Company-Registration-Formation.jpg" alt="Bangladesh Foreign Company Registration-Formation or incorporation">
Bangladesh Foreign Company Registration-Formation, Foreign Investment policy

Our service area: Bangladesh foreign company registration-formation service;

  • Private limited company registration, incorporation, company registration in Bangladesh as foreigner (LLC, joint venture, branch office);
  • Accounts, audit, income tax advisory and import, export, industry setup permission;

BANGLADESH FOREIGN COMPANY REGISTRATION-FORMATION

  • Limited Liability Company registration in Bangladesh (subsidiary or private limited company)
  • Joint Venture company registration in Bangladesh,JV
  • Branch Office registration in Bangladesh

The following information will help the foreign entrepreneurs registering a company in Bangladesh. Rules and process of Bangladesh foreign company registration-formation as local entrepreneurs and the foreign entrepreneurs are different from each other. Besides, fees, government official additional expenses, time and behavior are not same like local investors. Without government officers and staffs and artificial complexity no one get the licenses or pass the documents to start a business in Bangladesh. Bangladesh is a beautiful country because everything is possible to be done.

COMPANY INCORPORATION IN BANGLADESH

Steps of new company registration in Bangladesh as foreigner are given below:

  • Promoters will present in meeting to pass resolution of new company registration in Bangladesh;
  • Multiple names can be selected in meeting minutes to check availability;
  • Each entrepreneur shall put Signature and the chairman shall put another signature at the end of meeting minutes copy as initial process of Bangladesh foreign company registration-formation;
  • Share holding position of the directors shall be written in board meeting copy;
  • Objectives of the business shall be writing in the board meeting minutes as record;
  • Name reservation of the corporation namely for example (XYZ LIMITED) is a part of new company registration in Bangladesh;
  • Entrepreneurs shall remit an amount as equity (partially or whole) to a temporary bank account and bank will supply a certificate of encashment that shall be enclosed with other documents to register a company in Bangladesh;
  • Prepare MoA and AoA according to Company Act, 1994 of Bangladesh, provided that 7 objectives can be added at most but 3 or 4 objectives are preferred to company incorporation in Bangladesh ;
  • Pay the government fees, stumps fees and certificate fees to schedule bank of RJSC. Other official expenses may require passing the application of incorporation from RJSC;
  • Apply for obtaining income tax (TIN) certificate providing original passport to NBR, provided that TIN is optional in case of foreign investors as new rules of Bangladesh foreign company registration-formation;
  • Fill up prescribe forms (XII, VI, IX, X) available in website of RJSC where basic information with signature are required of the directors;
  • Appoint lawyer/ legal representative/ attorney who is expert to complete company registration process in Bangladesh especially expert on fdi rules and Bangladesh foreign company registration-formation;
  • Passport copy (scan) of the sponsors is enough to fill up required fields of memorandum and article of associations;
  • Do you know what copies are supplied from RJSC? There are three copies namely incorporation certificate, form XII and MoA and AoA are supplied to the owners through email, no hard copies are supplied from RJSC office as digital system;
  • Consultant or expert shall apply for obtaining business income tax (TIN) providing received copies of RJSC;
  • Consultant or expert shall apply for obtaining trade license from regional office of city corporation with supporting copies, provided that without trade license no banks will permit to make your temporary account active;
  • You are eligible to open bank account after obtaining above papers (3 papers of RJSC, Income Tax (TIN) and trade license);
  • Obtaining VAT license is another part of completion a company registration in Bangladesh. Consultant or expert shall apply for VAT certificate enclosing required papers to regional VAT office;
  • Forward all papers to become a member of Chamber of Commerce or, BGMEA, BKMEA or any other association that is another part of new company incorporation in Bangladesh;
  • Consultant or expert shall apply for export and import license enclosing all papers (above mentioning to permission in Bangladesh foreign company registration-formation), collect check list from government office or our office;

These are basic papers requirement to register a company in Bangladesh we call Bangladesh foreign company registration-formation. Some additional papers or permissions are required as follows to setup a factory, manufacturing, garments industry & production company in Bangladesh:

  • Obtaining fire license is another paper to complete company registration in Bangladesh;
  • Plan approval copy is required to establish a manufacture company in Bangladesh;
  • All above obtaining copies have to supply to labor ministry getting permission of factory licensing;
  • BOSTRO ODHIDOPTOR (under cloth ministry) is main authority to permit a garments or textile industry registration in Bangladesh;
  • VAT (Value added tax) licensing application shall be come in picture at the end in case of establishing manufacturing industry in Bangladesh;
  • BOI, Board of Investment is another body of government to permit business visa, work permit, industrial licensing in Bangladesh;

Company registration in Bangladesh as foreigner

<img src="RJSC-BOI-company-registration.jpg" alt="Company registration in Bangladesh by RJSC, BOI"/>
Company registration in Bangladesh by RJSC, BOI

Kindly go through the following to know company registration in Bangladesh as foreigner:-

License Particular Authority Time Line
Incorporation MoA & AoA with director’s information, encashment and forms. 3 certified copies are supplied from RJSC Incorporation, particular of directors (form XII) and MoA & AoA Registrar of Joint Stock Companies And Firms-RJSC, 3-5 days
Trade License Trade license is must to start business in Bangladesh; City corporation north, City corporation south, Union Porishad 3 days
Tax Identification Number  (TIN) TIN is optional for the foreign directors. TIN is requiring doc to register a company in Bangladesh. Original passport should provide before officer to be seen and authentication. National Board of Revenue (NBR), eTIN 1 hour
VAT (Value Added Tax) Regional office of VAT serves within its jurisdiction. RJSC certified copies, TIN, trade license, bank solvency certificate, rental agreement copies are supporting documents to apply for VAT license. NBR, VAT office north, field office, VAT office East 5-7 days
Membership of chamber of commerce Generally export, import license holders and manufacturing industry apply to obtain certificate BGMEA, BKMEA, India Bangladesh, German Bangladesh, Japan Bangladesh chamber of commerce 7-30 days
Export and import (IRC & ERC) Supporting papers: Trade license, Chamber certificate, TIN, Bank solvency, rental agreement, employment list, Passport, Photo, main application form, RJSC certified copies, undertaking, Bank deposit Chalan (government fees). Chief controller of export & import 7-10 days
Fire License Supporting papers: Approved building layout plan, bank draft, trade license, RJSC certified copies, Instrument purchase list, machineries list Fire service & civil Defense 7-10 days
Factory license Supporting papers: Fire license, Trade license, Building outlet plan, agreement of rent, photo, application, bank draft, RJSC certified copies, list of man power, machineries list. Ministry of Labor and Employment 3-5 days
BOSTRO ODHIDOPTOR Supporting papers: Fire license, Trade license, Building outlet plan, agreement of rent, application, bank draft of taka 5000, RJSC certified copies, list of man power, machineries list, equipment or machine purchase loan sanction letter. Textile mills corporation 10-20 days
PI Visa (Private investor visa) Supporting papers: Passport, photo, encashment certificate of US$ 50,000, RJSC certified copies, Board meeting minutes, news paper advertisement Board of Investment, BOI 10-15 days
E visa (employment visa) Supporting papers: Employment appointment, Board Meeting, Photo, Man power list, Daily news paper advertisement, US$ 50,000 bank certificate, previous service history Board of Investment, BOI 10-15 days
Branch office Supporting papers: Application form, man power list, audit copy of parent company, board meeting minutes, business activities, photos, address, rental deed, appointment letter of local expert/ consultant/ lawyer Board of Investment, BOI 30 days(meeting hold once in a month)
Office in EPZ(Export processing zone) Supporting papers: Application form, man power list, audit copy of parent company, board meeting minutes, business activities, photos, address, rental deed, appointment letter of local expert/ consultant/ lawyer Bangladesh export processing zone authority- EPZA 20-30 days

How to register a company in Bangladesh as foreigner

All above information are applicable as question of how to register a company in Bangladesh as foreigner additionally following section 378 to 387, Company Act 1994.

Heading of the said sectors are written as Bangladesh foreign company registration-formation procedure and rules:

Section 378: Application of sections 379 to 387 to foreign companies

Section 379: Documents etc to be delivered to Registrar by foreign companies carrying on business in Bangladesh

Section 380: Accounts of foreign company

Section 381: Obligation to state name etc of foreign company

Section 382: Service of foreign company

Section 383: Notice of ceasing place of business of a company

Section 384: Penalties

Section 385: Company’s failure to comply with this part not to affect its liability under contracts

Section 386: Fees for registration of documents under this part

Section 387: Interpretation

Important returns to be file with the Registrar by any company after Bangladesh foreign company registration-formation process as follows:

Section Return Requirement Return forms
36 Annual return Within 21 days of General Meeting Schedule X
56 Increase authorized capital Within 15 days of passing the resolution thereof Form IV
88 Special resolution Within 15 days of passing the resolution thereof Form VIII
151 Return of allotment Within 60 days of allotment Form XV
190 Fining annual accounts Within 30 days of General Meeting Copies thereof

One meeting should hold between partners to register a business in Bangladesh foreign company registration-formation as below:

Meeting resolution before register a new company

Download the following documents – Bangladesh foreign company registration-formation procedure step by step, time line and public limited company:-

Time line of company registration in Bangladesh as foreigner

Information of company registration in Bangladesh as public limited company

New business registration procedure step by step

What is expected FEE to complete in Bangladesh foreign company registration-formation ?
Company registration fee (setup fee) as package Services covered area
Category A: US$ 1799 (Service and small company) -Company incorporation certificates, form XII, MoA, AoA

-Trade License

-Income Tax certificate

-VAT license

-Bank account opening

Category B: US$ 2999 (Small and medium enterprise ) -Company incorporation certificates, form XII, MoA, AoA

-Trade License

-Income Tax certificate

-VAT license

-Bank account opening

-Membership from chamber of commerce

-Export/ Import license

Category C: US$ 6000 Plus (Big industry setup, all permission with PI visa and work permit)

 

-Company incorporation certificates, form XII, MoA, AoA

-Trade License

-Income Tax certificate

-VAT license

-Bank account opening

-Membership from chamber of commerce

-Export/ Import license

-Work permit/ Investor visa

-Factory permission

-Fire license

-Building Plan (vary case to case)

-Manpower department of government

-Ministry permission

What is expected time to complete in Bangladesh foreign company registration-formation?

Category A: 20-30 days

Category B: 45-60 days

Category C: 3-4 months

S & F CONSULTING FIRM LIMITED

Email: contact@sfconsultingbd.com

(1) Mirpur-1, Dhaka, (2) Gulshan-1, Dhaka, Bangladesh

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