Are you planning to start a limited liability company in Bangladesh as nonresident? Did you know that as a foreigner you have to come across some regulatory steps to set up your venture here? One such compulsory step is company registration through RJSC, City Corporation & BIDA. Now you must be wondering how to register 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 limited liability company registration by low fees of Taka 15000. Before acknowledging the company formation processes as a foreign investor you must know about Cost, Tax, Expatriate etc. Below are the types of companies you are allowed to register LLC in Bangladesh:
- Private limited liability company Incorporation
- Company limited by shares
- Company limited by guarantee
- Public limited company
- Branch office of foreign company
Contents
- 1 Require Documents of Limited Company Registration in BD
Require Documents of Limited Company Registration in BD
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 worldwide process:
- 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
Require permissions and licenses to register company 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 Registration 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
Steps and Price of LLC Company Formation in Bangladesh
Required documents according to the nature of business as following categories
Before arranging particulars to register a 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 business registration
Category B- Relating to register of export and import
Category C- Relating to export and import and manufacture
Category D- Branch and representative office
Category E- Employment and investor visa
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 registration
- 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
- 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
- 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 BIDA/ BEPZA
- Factory/ office setup in Tax Free Zone Area
Category D- Branch and representative office
- Application form fill up as given by BIDA
- Prepare supporting papers
- Pay Challan to government bank
- Submit all documents to BEPZA/ BIDA
- 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 BIDA and BEPZA
- Collect work permit letter
Authority of limited liability company (LLC) formation
When considering limited company registration process 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:
Company Incorporation through RJSC
- MoA & AoA with director’s particulars.
- Encashment from bank.
- Signature on forms.
- Photograph along with MoA subscription
E-Trade License- City Corporation
- Prescribe form with signature of applicant
- 3 copies color photograph of applicant
- Mention business objectives
- Tenancy agreement
- 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).
- 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 manpower & machinery.
BOSTRO (Cloth Department)
- Fire & Trade license
- Building outlet plan
- Agreement of rent
- Application
- Bank draft of taka 5000
- RJSC certified copies
- List of manpower
- 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
Require Time for LLC registration
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 process 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/ BIDA | Branch open permission for 3-5 years | 30 days |
Company formation fees
It is necessary to pay a certain amount when registering a company. This is called the company registration fees. Each category of company needs 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 formation fees by RJSC including all licenses.
| Company Type | Nature of Business | Fees (In Taka) |
| A | Service and general trading | less than 60,000 |
| B | Relating to export and import | Less than 120,000 |
| C | Relating to export, import and manufacture | Less than 400000 |
| D | Branch and representative office | Less than 60,000 |
| E | Employment and investor visa | Less than 50,000 |
Steps to register a company for foreigners
Once you have all the documents and capital ready to face designated authorities to register 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 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
- The next task is to Draft the (Article of Association) AoA and (Memorandum of Association) MoA documents.
- For foreign investors setting up the Paid-up capital at this stage is necessary.
- Open corporate bank account- this bank account needs to be in 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 need to be submitted to the RJSC for company incorporation process.
- Draft all other company formation forms according to recommended format and submit those to the RJSC’s office
- You can also carry out the whole document 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 includes 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 includes collecting TIN, VAT certificates, share certificates from shareholders, preparing company seals, rubber stamps, etc. and setting up an office premise for company operation.
In summary following are the documents which need to be submitted along with the requisite fees to the RJSC considering limited company registration 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
Legal information about LLC company Incorporation
- A private limited liability company in Bangladesh is consists by at least two persons (or directors)
- Statutory meetings and reports are not applicable as per section 83, Act 1994.
- Retirement provisions are not applicable as in section 91 (b).
- Filing a statutory instead of prospectus is not required as per section 141.
- No restriction for allotment of shares according to section 148 of Company Act 1994.
- Certificate of commencement is not needed for private limited liability 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 sector.
- LLC company incorporation prohibits any invitation to the public for subscribing shares or debentures.
- All directors and shareholders can be foreigners in an LLC company in Bangladesh.
- LLC Company in this country limits number of members up to 50 excluding employees of the company.
FAQ
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.
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, e-commerce businesses are showing fastest growth in Bangladesh. On the other hand, product delivery businesses and companies related to supply chain activities are seeing impressive market demands at present time in Bangladesh.
RMG, sea fish, leather, poultry and food industries are the most profitable and fast-growing businesses 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,
Bangladesh has shown impressive GDP growth and a welcoming attitude towards foreign investors. The countries offer very convenient companies setup process for foreigners and even exempt such companies from various taxes and incentives.
Following are the types of business you are allowed to register in Bangladesh:
**Private limited liability company (LLC)
**Company limited by shares
**Company limited by guarantee
**Public limited liability company
**Branch office of foreign company
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