Easy ways to register a company in Bangladesh for foreigners

Planning to start a company in Bangladesh? Did you know that as a foreigner you have to come across some regulatory steps to set up your venture here? One of such compulsory step is company registration in Bangladesh. Now you must be wondering how to incorporate a company keeping all the corporate laws of this nation in mind. Go no farther as here you will get to know all the easy processes of company registration in Bangladesh.

Before acknowledging about the company registration processes as a foreign investor you first need to know the types of company valid for registration in this nation. Below are the types of companies you are allowed to register in Bangladesh:

Private limited company
Company limited by shares
Company limited by guarantee
Public limited company
Branch office of foreign company

Contents

1 Documents needed for foreigners to register a company in Bangladesh
2 Time required for company registration in Bangladesh
3 Registration fees in respect to company categories in Bangladesh
4 Steps to register a company in Bangladesh for foreigners
5 Things you must know about LLC company registration in Bangladesh
6 FAQ

Documents needed for foreigners to register a company in Bangladesh

Now as you know the types of companies allowed to run legally in Bangladesh, let’s get to know the documents and paperwork you need to come up with as a foreign investor to start the company registration in Bangladesh.

Passport copies of shareholders
Signature of board meeting resolution
Share proportion
Shareholding position
Bank authority
Encashment copy from concern bank
Passport size photograph
Signature of share subscription
Signature of form VI, IX, XII
Authorization letter to receive bank copy

Permissions and licenses needed to run business in Bangladesh

In order to run a business in Bangladesh as foreign investor, one has to acquire several approvals and licenses from various authorities. These licenses and approvals are needed at every instance and categories of corporation in this country. Following are all probable approvals and licenses typical business initiation needs:

Company Incorporation certificate
Trade License
Tax Certificate
VAT Certificate
Membership from Chamber of commerce
Import and Export license(if needed)
Factory Plan (if needed)
Fire certificate(if needed)
Manpower (if need)
Approval from water and waste management department (If needed)
Concern department (if needed)
BOI/ EPZA approval

Documents required according to the company category in Bangladesh

Before arranging particulars for your company you first need to know the type of company you are attempting to register in Bangladesh. It must be noted that companies in this nation are categorized into 5 distinct categories; these are:

Category A- Service and general trading

Category B- Relating to export and import

Category C- Relating to export and import and manufacture

Category D- Branch and representative office

Category E- Employment and investor visa

Documents required according to the company category in Bangladesh

Once you have sorted out the corporate activities the company will perform once started, company category is pretty much clear for you now. Let’s have a look of the paperwork each company category required during business setup process in Bangladesh:

Category A- Service and general trading

Company Incorporation Certificate, Form XII, MoA, AoA
Trade License from concern department
Income Tax Certificate
Bank account opening
VAT license

Category B- Relating to export and import

Company Incorporation Certificate, Form XII, MoA, AoA
Trade License from concern department
Income Tax Certificate
Bank account opening
VAT license
Export/ import license from government office
Membership from chamber of commerce

Category C- Relating to export and import and manufacture

Company Incorporation Certificate, Form XII, MoA, AoA
Trade License from concern department
Income Tax Certificate
Bank account opening
VAT license
Export/ import license from government office
Membership from chamber of commerce
Factory setup licensing
Building plan pass
Fire license
Any other permission from concern Ministry
PI visa and work permit from BOI/ BEPZA
Factory/ office setup in Tax Free Zone Area

Category D- Branch and representative office

Application form fill up
Prepare supporting papers
Pay Challan to government bank
Liaison with BOI/ BEPZA
Collect permission letter for 2-5 years

Category E- Employment and investor visa

Fill up application form
Publish job advertisement
Prepare documents
Submit all papers to BOI and Home Ministry
Liaison with BOI and BEPZA
Collect work permit letter

What else you need for company registration in Bangladesh?

When considering company registration according to their categories, there are several supporting documents a foreign investor needs to arrange for setting up a company in Bangladesh. Here is the list of supporting papers for company formation:

RJSC-Company Incorporation

MoA & AoA with director’s particulars.
Encashment from bank.
Signature on forms.
Photograph along with MoA subscription

Trade License- City Corporation

Prescribe form with signature of applicant
3 copies color photograph of applicant
Mention business objectives
Tenancy agreement

Company TIN

TIN is optional for the foreign directors.
Original passport should provide before officer.
Company incorporation and forms copies.
Mobile number and address.

VAT License

Regional office of VAT serves within its jurisdiction.
RJSC certified copies
TIN
Trade license
Bank solvency certificate
Rental agreement copies

Membership from Chamber of commerce

Fill up prescribe form
Directors detail
Company and directors contact
Subscription fee
Nature of business
Expected turn over
Source of fund

IRC and ERC

Trade license
Chamber certificate
TIN
Bank solvency
Rental agreement
Employment list
Passport
Fill up application form
RJSC certified copies
Undertaking
Bank deposit Challan (government fees).

Fire License

Approved building layout plan
Bank draft
Trade license
RJSC certified copies
Instrument purchase list
Machinery list

Factory License

Fire license
Trade license
Building outlet
Plan copy
Agreement of rent
Photo
Application bank draft
RJSC certified copies
List of man power & machinery.

BOSTRO (Cloth Department)

Fire & Trade license
Building outlet plan
Agreement of rent
Application
Bank draft of taka 5000
RJSC certified copies
List of man power
Machinery list
Equipment or machine purchase loan sanction letter

For private Investor Visa

Passport
Photo
Encashment certificate of US$ 50,000
RJSC certified copies
Board meeting minutes
News paper advertisement

For employment visa

Employment appointment
Board Meeting
Photo
Man power list
Daily news paper advertisement
US$ 50,000 bank certificate
And previous service history

For branch and Representative Office

Application form
Man power list
Audit copy of parent company
Board meeting minutes
Business activities
Photos
Address and rental deed
Appointment letter of local expert/ consultant/ lawyer

Time required for company registration in Bangladesh

In this part of the article a table has been given that have sorted out the time line for company incorporation. It shows time needed for each and every particular during company registration for foreign investors in Bangladesh:

License / Approvals	Particulars	Time required
Incorporation certificate	MOA, AOA and forms	7 days
Trade License	Trade license copy with photo	5-7 days
Tax Identification Number (TIN)	TIN is must for all companies	1 day
VAT	VAT is must for all companies	7 days
Membership From Chamber of Commerce	All export and import companies	3-7 days
Import And Export License (IRC , ERC)	Only for export and import companies	7-10 days
Fire License	For all factory and corporate	7-10 days
Factory License	Manpower approval	3-5 days
Bostro	For cloth factory business	7-10 days
Branch Office	Branch permission for 2-5 years	30 days
BEPZA	Branch open permission for 3-5 years	30 days

Registration fees in respect to company categories in Bangladesh

It is necessary to pay a certain amount when registering a company. This is called the company registration fees. Each category of company need to submit their own allocated fees only once during the incorporation process in Bangladesh. The table below shows company categories as well as nature of the business against their respective company registration fees.

Company category	Nature of Business	Fees (In Taka)
A	Service and general trading	120000
B	Relating to export and import	250000
C	Relating to export and import and manufacture	400000
D	Branch and representative office	80000
E	Employment and investor visa	200000

Steps to register a company in Bangladesh for foreigners

Once you have all the documents and capital ready to face designated authorities for incorporating your company, you now have to go through the main procedures to officially register your business in this country. However, procedures are much convenient in present days, as most of these company setup processes are done through online. The prime procedures of company registration for foreign individual in Bangladesh are:

Company name setup- The trade name must be registered by proposing desired names in the government online portal found in www.roc.gov.bd
Next task is to Draft the (Article of Association) AoA and (Memorandum of Association) MoA documents.
For foreign investor setting up the Paid up capital at this stage is necessary.
Open corporate bank account- this bank account need to be on your proposed company’s name. The account can be opened in any national or international bank operating in Bangladesh. The aim of this account is to carry out company financial correspondence and draw remits for the company if applicable.
Once account opened, the bank will issue an encashment certificate which need later on need to be submitted to the RJSC for company incorporation process.
Draft all other company registration forms according to recommended format and submit those to the RJSC’s office
You can also carry out the whole documents submission process online in RJSC’s official portal, which is much more convenient and time saving.
Submit the registration fees as bank draft to the mentioned bank branch.
Lastly comes the post registration procedures; this include incorporation certificate issuance for your company from RJSC. They will also provide a copy of AoA and MoA of the company and Form XII, and these documents will be sent to your email address you have provided to the RJSC during incorporation process
The post registration process also include collecting TIN, VAT certificates, share certificates from shareholders, preparing company seals, rubber stamps, etc. and setting up an office premises for company operation.

In summery following are the documents which need to be submitted along with the requisite fees to the RJSC for company registration in Bangladesh for foreigners:

Memorandum and article of association as section 5, 6, 17 & 18 of Company Act, 1994.
List of the directors as section 92 (1).
Contract of the directors to take qualification of the shares as section 92 (1) (b).
Addresses and personal information of the directors.
Encashment certificate in favor of purchasing qualification of shares.
Drafted Form_1, Form_VI, Form_IX and form XII

Things you must know about LLC company registration in Bangladesh

A private limited company in Bangladesh is consists by at least two persons (or directors)
Statutory meeting and reports are not applicable as per section 83, Act 1994.
Retirement provisions are not applicable as section 91 (b).
Filing a statutory instead of prospectus is not required as section 141.
No restriction for allotment of shares according to the section 148 of Company Act 1994.
Certificate of commencement is not needed for private limited company registration.
Submissions of accounts to members are not required as mentioned in section 191.
As per regulations of section 79-87, retirement and rotation of directors are not compulsory.
There is no issue regarding investments in Bangladesh coming from local or foreign investors from any sectors.
LLC company registration prohibits any invitation to the public for subscribing shares or debentures.
All directors and shareholders can be foreigners in a LLC company in Bangladesh.
LLC Company in this country limits number of members up to 50 excluding employees of the company.

FAQ

What are the steps of company registration in Bangladesh?

Following are the company incorporation process in Bangladesh:

Clearing the trade name
Prepare MoA and AoA
Paid up capital
Open corporate bank account
Register and submit all forms online to the RJSC portal
Submit registration fees to the bank
Post registration formalities.

Which business has current market demands in Bangladesh?

The world is facing COVID-19 pandemic and is under full or conditional lockdown scenario. Bangladesh is in no difference as well. When there is limited collaboration and other businesses are not doing so well, ecommerce businesses are showing fastest growth in Bangladesh. On the other hand product delivery business and companies related to supply chain activities are seeing impressive market demands in present time in Bangladesh.

What is the most profitable and rapid growing business in Bangladesh?

RMG, sea fish, leather, poultry and food industries are the most profitable and fast growing businesses in Bangladesh.

Which foreign nation invests the most in Bangladesh?

According to the 2019 FDI report, China seems to be the biggest investment partner of Bangladesh followed by South Korea, India, UK, UAE, Malaysia,

Is Bangladesh a good country for foreign investments?

Bangladesh has shown impressive GDP growth and a welcoming attitude towards foreign investors. The countries offers very convenient companies setup process for foreigners and even exempt such companies from various taxes and incentives.

What are the types of businesses allowed in Bangladesh?

Following are the types of business you are allowed to register in Bangladesh: