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Company Formation Procedure in Bangladesh for foreigners

Foreign company registration in bangladesh

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

  1. Company Formation in Bangladesh through RJSC, BIDA
  2. Business Advisory and
  3. 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

  1. Limited Liability Company registration in Bangladesh for foreigner (subsidiary or private limited company, LLC)
  2. Joint Venture company registration,JV
  3. Branch Office registration.
  4. Accounting and bookkeeping.
  5. Export, import business licenses or any business license.
  6. PI and E Visa for foreign clients.
  7. 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.

Contents

  • 1 Procedure of company formation in Bangladesh
  • 2 At a glance company formation process in Bangladesh for foreigner
  • 3 Legal Information to register a company in Bangladesh
  • 4 Company Registration Fees in Bangladesh
  • 5 Company Formation Time Frame in Bangladesh

Procedure of company formation in Bangladesh

RJSC name search
S & F Consulting Firm name is already exist by RJSC record
  1. First process- directors will attend in the meeting to pass resolution with basic information to register LLC .
  2. Second process- We recommend to select 3 names in the meeting minutes to check availability.
  3. 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.
  4. Fourth process- Business name reservation is a part of new limited company formation in Bangladesh.
  5. Fifth process- Consultant will fill up prescribe forms (XII, VI, IX, X) and put signature to get ready to submit ROC.
  6. Sixth process- Adviser will prepare Memorandum of Association & AoA as company Act 1994.
  7. Seventh process- Entrepreneurs will remit equity investment to a proposed bank account and fill up bank form C.
  8. Eighth process- Bank will issue inward remittance certificate to submit RJSC to verify TT.
  9. Ninth process- At most 6 business objectives are allowed to add in business principles.
  10. Tenth process- Pay the government fees, stumps and certificate fees to schedule bank of RJSC.
  11. Eleventh process- Other official expenses must pay to approve incorporation by RJSC officers.
  12. Twelfth process- Apply for personal and business income tax (TIN) certificate providing original passport to NBR.
  13. Thirteenth process- Consultant shall apply for e-trade license to city corporation or Union Porishadh with supporting copies.
  14. Fifteenth process-Consultant shall apply for VAT certificate enclosing required papers to regional VAT office, nearest of business address.
  15. Sixteenth process- Expert will apply for membership from chamber of commerce to obtain certificate for export, import business.
  16. Seventeenth process- Obtain BGMEA, BKMEA membership if business is relating to clothing factory setup in Bangladesh.
  17. Eighteenth process- Consultant shall apply to obtain export, import license providing by membership certificate, bank letter & ROC papers.

Factory setup procedure

  1. Procedure 1-Apply for environment certificate clearance letter at the beginning.
  2. Procedure 2-Provide building or factory plan approval copy
  3. Procedure 3-Get permission from the labor ministry (Jonoshokti department)
  4. Procedure 4- Apply for Kolkarthana license.
  5. Procedure 5- Apply for BOSTRO ODHIDOPTOR (under cloth ministry) if setup a garment industry.
  6. 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

company registration process in Bangladesh for foreigner
LicenseSupporting Document Authority
IncorporationMOA, AOA, Forms and EncashmentRJSC
Trade LicenseForm, passport, photo, tenancy agreementCity Corporation & Union Porishodh
TINROC copy, passport, address and contact numberNBR
VATBank letter, ROC copies and tenancy agreementNBR (Local VAT office)
Membership of chamberROC copies, form fill up, basic information and Taka 40 K to 80 KBGMEA, BKMEA, DCCI etc
IRC and ERCROC copies, Bank letter, Membership, Challan and photoChief 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 & machineryMinistry 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 advertisementBOI/ BEPZA
E Visa Employment letter, Board Resolution, Photo, Man power list, News paper advertisement, US$ 50,000 bank certificate & previous service historyBOI
Branch Office Application form, man power list, audit copy of parent company, board resolution, business activities, photos, address, rental deed, appointment letter of local expertBOI
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 expertEPZA

Legal Information to register a company in Bangladesh

Detail information available between section 378 to 387, Company Act 1994.

SectionDetail
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
384 Penalties
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
387 Interpretation

Return submission rules and law for all LLC

Annual Return Submission to RJSC
Return & SectionSubmission TimeForms
Annual Return, Section 36 Within 21 days of General MeetingSchedule X
Increase Authorized capital, 56 Within 15 days of passing the resolution thereofForm IV
Special resolution, 88 Within 15 days of passing the resolution thereofForm VIII
Return of allotment, 151 Within 60 days of allotmentForm XV
Fining annual accounts, 190 Within 30 days of General MeetingCopies thereof

Warning

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

Company Registration Fees in Bangladesh
Type of companyFees range (in Taka)Service Cover
For service businesses50000-120,0001. Company incorporation
2. Trade License
3. Income Tax certificate
4. VAT license
5. Bank account opening
For export and import business130000-1500000
1. Company incorporation
2. Trade License
3. Income Tax certificate
4. VAT license
5. Bank account opening
6. Membership from chamber of commerce
7. Export/ Import license
For manufacture & factory setup300000-4000001. Company incorporation certificates, form XII, MoA, AoA
2. Trade License
3. Income Tax certificate
4. VAT license
5. Bank account opening
6. Membership from chamber of commerce
7. Export/ Import license
8. Work permit/ Investor visa
9. Factory permission
10. Fire license
11. Building Plan (vary case to case)
12. Manpower department of government
-Ministry permission
-Work permit
Branch, representative & Liaison70000-120000Permission from BIDA
PI and E VisaContact UsEmployees 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 businessType of companyTime
ServiceCategory A20-30 days
Import & Export Category B30-45 days
Manufacture Category C3-4 months
Branch, Liaison Category D30-40 days

Download below documents if need

Time line of business set up in Bangladesh as foreigner

Information of setting up as public limited company

Meeting resolution before register a new company

New business registration procedure step by step

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:-

  • Procedure 1: RJSC-Incorporation
  • Procedure 2: City Corporation-Trade License
  • Procedure 3: NBR-TIN and VAT
  • Procedure 4: Bank account
  • Procedure 5: Membership-Chamber
  • Procedure 6: Import and Export-Trade Ministry
  • Procedure 6: Fire license-Fire and defense department
  • Procedure 7: Factory
  • Procedure 8: Plan and layout
  • Procedure 9: Manpower
  • Procedure 10: Ministry approval
  • Procedure 11: PI and E Visa-Board of Investment

Address: Mirpur, Dhaka, Contact: +8801319340140 (Only WhatsApp call and text).

How many partners are required to form company in Bangladesh ?

It is only 2 as minimum and maximum 50 number of partners are required.

Can foreigner hold all shares of the company or local is required?

Foreigners can hold full shares of the company and local partner is not required to form LLC.

What are the major difference between LLC and Branch/ Liaison office?

LLC will enjoy all facilities of doing business as like local company whereas branch/ liaison office unable to do business. Limited Liability Company (LLC) is taxable whereas branch/ representative/ liaison office is tax free.

Can expatriate get tax benefit?

Yes, but only technical know how get tax exemption for 3 years.

How much is income tax rate in Bangladesh for foreign shareholding company?

30 percent.

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Md Forhad Hossain
Managing Director
(BA-Hons, MBA, LL.B, LL.M)
Feel free to contact me for any service related issue

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Mr. Faisal Ahmed
Customer Service-International Desk
+601136608566

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Shiran
+94768763333

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Asad
+8801319340140

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Company Registration

  • How to register a company in Bangladesh
  • FAQ company registration in Bangladesh
  • Company registration Bangladesh for foreigner
  • Bangladesh joint venture company registration
  • Branch, Representative. Liaison office set up in Bangladesh
  • Doing Business In Bangladesh As Foreigner

Income Tax

  • Income tax Bangladesh

Small Business Ideas

  • Small business ideas in Bangladesh

How to start a business

  • How to start a business in Bangladesh as foreigner
  • Required business license in Bangladesh
  • Export-Import business license in Bangladesh

Virtual Office

  • Virtual office Dhaka, Bangladesh

Others

  • Work permit and Visa in Bangladesh
  • Trade License in Bangladesh

Business Information Link

  • How to form a company in Bangladesh

Contact Information

Mirpur-1, Dhaka, Bangladesh

[email protected]

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