Company Registration in Bangladesh for Foreigners, Fees, Steps, Time

Company registration process in Bangladesh for foreigners — Company registration in Bangladesh

The following information will clear foreigners about limited company registration in Bangladesh. Company registration process is different than local to foreigner. Besides, all fees including under table money are not same for local and foreigner. Government officers and staffs create artificial complexity to get delay the business licenses. Bangladesh is a beautiful country for business as everything is possible to manage.

There is some type of companies register in Bangladesh

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

Require documents to start company registration for foreigner

Private limited company can form as subsidiary of parent company. Shares of company will hold by another company instead of person.

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 license and permission to start business fully in Bangladesh

Company Incorporation
Trade License
Tax Certificate
VAT Certificate
Membership from Chamber
Import and Export (f need)
Factory Plan (if need)
Fire (if need)
Manpower (if need)
Concern department (need)
BOI/ EPZA

Time line of company registration in Bangladesh as foreigner

License	Particulars	Time Line
Incorporation	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	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

Contents

1 Company registration fees in Bangladesh

Company registration fees in Bangladesh

Fees as nature of Business	Category	Fees
Service and general trading	A	Taka 120000
Relating to export and import	B	Taka 250000
Relating to export, import and manufacture	C	Taka 400000
Branch, Representative Office Open	D	Taka 80000
Employment and investor visa	E	Taka 200000

Note: Contact higher authority for any discount.

Company registration service in Bangladesh

Company registration category in Bangladesh — Company registration service in Bangladesh

As Category A

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

As Category B

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

As Category C

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

As Category D

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

As Category E

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

Authority of license and business permission

Company registration steps in Bangladesh

Category	Authority of license and business permission
A	RJSC, City Corporation, NBR
B	RJSC, City Corporation, NBR, Chamber, Trade Ministry
C	RJSC, City Corporation, NRB, Chamber, Trade Ministry, Fire, Man Power, Ministry, BOI/ BIDA
D	BOI / BEPZA
E	BOI/ BEPZA, Ministry

Supporting papers of 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 of Chamber

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 Chalan (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

Private Investor Visa

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

Employment visa

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

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

Limited liability company registration in Bangladesh

LLC registration in Bangladesh — Limited Liability company registration in Bangladesh

Ins and Outs of private limited Liability company registration in Bangladesh

It is consists by at least two persons (or directors)
Statutory meeting and report are not applicable as section 83, Act 1994.
Retirement provisions are not applicable as section 91 (b).
Filing a statutory in stead of prospectus is not required as section 141.
No restriction for allotment of shares as section 148 of Company Act 1994.
Certificate of commencement is no need to form private limited company registration.
Submission of accounts to members are not required as section 191.
As Regulations of section 79-87, retirement and rotation of directors are not compulsory.
No issue to invest in Bangladesh from local and foreign investors in any sectors.
Prohibits any invitation to the public to subscribe for shares or debentures.
Limits it’s number of members up to 50 excluding persons who are employees of the company.

The following RJSC documents are to be filed with requisite fees:

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).
Address and personal information of the directors.
Encashment certificate in favor of purchasing qualification of shares.
Calculation of government fees may visit
Filling up Form_1, Form_VI, Form_IX, form_XII

How to change objectives and articles

Changes objectives and Articles	Board Resolution and Act	Authority
Company name changes	Special Board resolution, as section 11 and 88	RJSC and BOI
Registered office changes	Ordinary Board Resolution, form VI as section 77 (2)	RJSC
Objectives changes	Special Board Resolution, section 12, 15 and 88	High Court
Capital increase	Ordinary Board Resolution, form IV as section 53, 56	RJSC
Changes in article of association	Special resolution, section 20, 88 as form VIII	RJSC

How to register a company in Bangladesh as foreigner

Section	Particulars	Applicable
378	Application of sections 379 to 387	Foreign companies
379	Documents etc deliver to Registrar	Foreign companies
380	Accounts	Foreign company
381	Obligation to state name etc	Foreign company
382	Service	Foreign company
383	Notice of ceasing place	Business of a company
384	Penalties	Company
385	Company’s failure to comply	Liability under contracts
386	Fees for registration of documents	Company

Post Company Formation in Bangladesh

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

Return submission time limit to RJSC

Section	Particular	Time Limit
23	Memorandum and article of association	N/A
53	Notice of changes share capital	15 Days
56	Notice for increase of share capital	15 Days
77 (2)	Registered office changes	28 Days
85 (1)	Notice of General Meeting	14 Days
115	Changes directorship	14 Days
151	Allotment of cash (public limited company)	60 Days
110	Appointment of auditors	7 Days

Public Limited Company Formation in Bangladesh

Public limited company capital can be raised taka 20 lac without prior approval. Corporate shares are controlled by SEC, Security of Exchange Commission. A private company cannot make public offering. A public limited company whose capital amounts of Taka 5 millions must obtain permission from SEC . It is not compulsory of foreign owned company of public offering if capital exceed more than 5 millions. Minimum 5 directors shall be containing for public limited company with one independent director. Formalities of public companies are:-

Draft of prospectus
Sanctioning of capital from SEC
Approve of capital from SEC, Security of Exchange Commission
Filing prospectus to RJSC
Underwriting agreement with under writers
Arrangement of bankers and bankers to the issue
Listing with stock exchanges
Publication of prospectus
Data entry and summation of application
Board meeting for consideration of allotment
Allotment under SEC guide line
Refund of excess subscription
Return of allotment submission with RJSC
Share certificate are to be issues to the share holders within timeline.

Conditions and restrictions to appoint director of public limited company registration in Bangladesh:-

Section	Particular
90	Directors are obligatory
91	About appointment of directors
92 (1)	A consent of writing by person to act as director must be files to the registrar
92 (2)	Who has consented to take qualification of shares
93 (2)	Directors to be files to Registrar with 30 days of appointment
109 and 110	Restriction of appointment of Managing Director
115 (2)	A return to be files to registrar within 14 days of appointment of directors

Contact: Mr. Jahid Hasan: +8801319340140 (Only WhatsApp call and message), Address: Mirpur, Dhaka, Bangladesh