Today, we will discuss about the process of private and public limited company registration in Bangladesh. This information is updated for the year of 2022 and for the foreign and local companies. And, S & F Consulting Firm can guide on how to search for a name of a company in RJSC, fee of company formation, and obtain an incorporation certificate from ROC. Do you know required time of private limited company registration in Bd ? It is unlike to company name registration Bd that is valid for 30 days. As name registration in Bangladesh is one step of business registration in Bangladesh.
Cost of name registration is Taka 200 whereas company registration cost in Bangladesh is minimum Taka 15K to above.
Which one is perfect for foreign entrepreneurs to incorporate a company? It is of course a private limited company as foreigners are not allowed to incorporate a sole proprietorship company in Bangladesh.
One person company is allowed for the local entrepreneurs. No local partner or shareholder is needed to register a limited company in Bangladesh. Foreign shareholders can hold a full percent of the shares of the company.
There is a condition of a minimum of 2 shareholders and a maximum of 50 shareholders can purchase a share of the company in Bangladesh. The shareholders are directors as well by law if they qualify for the requirement of being directors.
Contents
- 1 Type of Companies in Bangladesh
- 2 Private Limited Company in Bangladesh
- 3 Public Limited Company in Bangladesh
- 4 Sole Proprietorship
- 5 Branch Office
- 6 Representative Office
- 7 Company Registration in Bangladesh Prerequisites
- 8 Company Name Search For Clearance of Certificate
- 9 Directors
- 10 Shareholding Information
- 11 Authorized Capital
- 12 Paid-Up Capital
- 13 Registered Office
- 14 Required documents for a company registration
- 15 Post Registration Information
- 16 Time Requirement for a Company Registration
- 17 Company Registration Fee in Bangladesh
- 18 Conclusion
- 19 FAQ
Type of Companies in Bangladesh
There are several Business entities you can register in Bangladesh. Company registration in Bangladesh for foreigners is easy. The following companies can register online:
- Private Limited Company in Bangladesh/ Subsidiary
- Public Limited Company in Bangladesh
- Sole proprietorship Company
- Branch Office/ Representative Office
Visit to know more app.roc.gov.bd
Private Limited Company in Bangladesh
This is the most common type of company formation in Bangladesh. The liability in this company is limited. 100% foreign ownership is possible in this type of company in Bangladesh.
Company registration is completed by a minimum of 2 members or shareholders or directors.
One shareholder will hold the position as Chairman and another one is Managing Director by Company Act, 1994. But, all must get a clearance of name from RJSC before the start of online submission.
Subsidiary Company
This is an owned entity that is controlled by a parent company. The process of company registration is the same as private limited. The parent company is permitted to hold the majority of shares of the Bangladesh company.
Public Limited Company in Bangladesh
The general public can hold shares in this type of company. The shares are usually on a stock exchange. Unlike private limited companies incorporated in Bangladesh, public limited company in Bangladesh requires 7 members minimum and 3 directors.
However, there is no limit to shareholders. This Business entity can raise money from the public.
Sole Proprietorship
An only a local person is eligible to register a sole proprietorship company. This is unlike LLC that partners will hold shares of the enterprise. One person or jointly sole proprietorship business is registered through a local city corporation.
There are 2 city corporations in Dhaka where a trade license is obtained to start this business. Those are living out of Dhaka city will apply to the local council office to get a Trade License to start a sole proprietorship business. Trade license fee depends on the nature of the business that starts from Taka 500 to 15000.
It takes 1-3 working days to get the original license from the city corporation through off / or online. They do not need to take additional permission from RJSC.
Branch Office
Usually, foreign companies can expand their company in Bangladesh as a branch office. There is no minimum capital required for starting a branch office in Bangladesh.
There is no requirement for minimum members also. The foreign parent company must control this entity. This is unlike LLC a certificate of incorporation shall be issued.
Representative Office
This type of entity is the same as a branch office. BO & Rep Office is registered mainly for marketing activities or research and development activities of the parent company.
This entity is also known as the liaison office. Same as the branch office, the representative office has no minimum members requirement and no minimum capital required.
Company Registration in Bangladesh Prerequisites
There are some categories that need to be fulfilled for company registration in Bangladesh. Apply for a name clearance certificate from RJSC (app roc gov Bd) is at the first work :
- Company name clearance
- Directors
- Minimum Shareholders
- Authorized Capital requirement
- Paid-up capital
- Registered business office
- Encashment letter from bank (for foreigner)
Company Name Search For Clearance of Certificate
The name must be accepted before you can register a company in Bangladesh. Name search is the primary step of registering a company in Bangladesh. The selected name is valid for 30 days only and submit an extension before expiry if needed.
RJSC name search is free of cost to check availability. Said company name must be meaningful and mismatched from any other existing companies.
The process of a company name search in Bangladesh is to log in first in the RJSC portal and put your name in the search bar and submit it. A certificate of name clearance is issued from RJSC once approved.
Directors
There must be 2 minimum directors in an LLC as per the Companies Act, 1994. Minimum 2 directors is a requirement of registering a private limited company in Bangladesh.
For a public limited company in Bangladesh, you must have more. The age restriction must be above 18 years old.
A minimum of 2 shareholders has required the formation of a company and the maximum is 50. The shareholder and director shall be the same person. Nonresident shareholders can hold 100 percent shares of the company as a local partner is not required by law.
Authorized Capital
This is a reserved share of the company taken in advance permission from RJSC on a payment basis. The authorized capital fee is paid to RJSC at the time of company incorporation.
Let, you have Taka 5 million capital in the reserve where Taka 10,00,000 paid to purchase a share of the company. You have a reserved share of the company in Taka 4 million.
Paid-Up Capital
Shareholders will buy shares from the company at a valuation rate. The purchased amount shall be deposited once the bank account is opened. Foreign shareholders must make a TT order to buy shares of the company.
Registered Office
During the procedure of an online company formation in Bangladesh, the company must have a registered office. A physical address is required in a commercial place as the residence area is restricted to use as a business address.
Issuance of certificates from RJSC
The following certificates/documents are sent to email once a company is incorporated successfully:
- Incorporation Certificate
- Form XII
- Memorandum & Article of Association
Required documents for a company registration
The following documents are needed as guidelines of RJSC :
- General information of the shareholders as passport copy
- Pre-board meeting resolution that must contain share allocation, position, bank signatory and objective clauses.
- Inward remittance letter from the bank in terms of foreign shareholding company
- Shareholder’s colour photograph
- Signature by shareholders in RJSC forms to allocation shares
- Signature on form XII (particular of the directors)
Necessary RJSC forms
- Form XII (Particular of the directors)
- Form 117 (Share transfer)
- Form XV (Return of allotment)
- Minutes of the first board meeting
- RJSC MoA Subscription & Form IX
- RJSC Schedule X
Post Registration Information
Directors of a company or representative must be updated about some other procedure after company incorporation. Applicant must obtain some licenses to complete a company formation procedure:
- Obtain Trade license from City Corporation
- Apply for income tax certificate (BIN)
- Vat registration certificate (VAT)
- Membership from Chamber of Commerce from chambers like DCC, FBCCI, India, Bangladesh, etc. (for export import businesses)
- Import Export license is required as part of registering a company.
- Factory Plan approval
- Fire certificate (for factory setup)
- Manpower license (for factory setup)
- Approval from the water and waste management department (factory setup)
- In case of the work permit application, BIDA permission is required for all companies.
Time Requirement for a Company Registration
We have a concern to complete the registration process at the earliest. To prepare documentation, RJSC online submission, payment and physical meeting with RJSC officer are facts of time-consuming:
| License / Approval | Particulars | Duration |
| Incorporation Certificate | MoA, AoA, and Forms | 7 Days |
| Trade License | Trade License copy with Photo | 2-3 Days |
| TAX Identification Number (TIN) | TIN is a must for all companies | 1 Day |
| VAT | VAT is a must for all companies | 7-10 Days |
| Membership from the chamber of commerce | All Export and Import companies | 5-30 Days |
| Import and Export License (IRC, ERC) | Only for Export and Import Company | 7-15 Days |
| Fire License | For all Factory and corporate | 7-15 Days |
| Factory License | Manpower Approval | 3-10 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 Registration Fee in Bangladesh
The nature of your business will determine the amount of the fees and costs of company registration in Bangladesh. The estimated cost of the company formation is given in the table:
| Category | Nature of Business | Expected Cost (Taka) |
| A | Service and General Trading Company | Less than 60000 |
| B | Relating to Export and Import Company | Less than 120000 |
| C | Relating to Export, import and Manufacture | Less than 400000 |
| D | Branch and Representative Office | Less than 60000 |
| E | Employment and Investor Visa | Less than 50000 |
Conclusion
Company registration is the most important part to start a business in Bangladesh as a legal identity. You can register a company in Bangladesh by the following steps as discussed.
S&F Consulting Firm has been prominent in business consultancy since 2012. Foreign customers are requested to have a free consultation to clear the whole procedure of company formation in Bangladesh.
FAQ
Well, anyone can check through the ROC GOV BD website but registered users can check easily in detail after log in.
Visit App Roc Gov Bd, app.roc.gov.bd to check. And, check the registered email to get updates if any changes are made.
Each incorporated company gets a registration number from the RJSC office as the identity of the company. This identification number is available only in the Incorporation Certificate copy.
Well, basic documents of a company are a) Passport of the shareholders 2) Address, email, contact number, and name of parent 3. Signature on the RJSC forms
A letter is issued by a local bank against equity (TT) purchases by foreign shareholders. Deposit cash in the bank to receive encashment or remittance letter from the bank is totally denied.
RJSC means is Registered of Joint Stock Companies and Firm that is an organ of government. All companies are registered through RJSC and all companies are liable also to submit annual returns to RJSC by law.
If any shares of the company are increased, sold and any changes are made in shareholding must update to the RJSC office.
RMG, sea fish, garments, leather, poultry, and food industries are the most profitable and fast-growing companies in Bangladesh.
According to the 2019 FDI report, China seems to be the biggest investment partner of Bangladesh followed by South Korea, India, the UK, UAE, Malaysia, and so on.
It’s restricted unless has permission from BIDA, Income Tax Department, and Bangladesh Bank.
It is clean 30% as FDI law and additional VAT is 5%-15% as NBR policy. Visit to know about Income Tax in Bangladesh
We have already discussed in above is requested to read them. You have to take permission from BIDA/ BEPZA following their guideline and investment of US$ 50k. Visit to know more about PI and E Visa application
We recommend Standard Chartered, City Bank (local), SBI (Indian bank), and Eastern Bank.
At the end of company formation, apply for a work permit along with all documents and fees.
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