There are latest information about private limited company registration in Bangladesh for foreigners like Indian, Chinese, Japanese and others. To let you know, foreigner never able to incorporate proprietorship company by law. The way is to register LLC through RJSC and within a complication process of bank account. Generally, company registration is made at first after then go for bank account opening. The different is temporary bank account is opened before start of company formation here. The main cause of temporary account is inward remittance letter, that is required to submit incorporation documents to RJSC. BIDA process comes later as work permit, PI and E visa procedure are ending stage.
The format of company registration are as follows:
- Private Limited Company (LLC) it might be subsidiary or 100% local shareholding
- Branch office or it is called liaison office of a foreign company
- Public Limited Company Formation (PLC) those have intention of public sharing
Contents
Required Documents of Company Formation in Bangladesh
The following papers are needed to prepare to apply for registration through RJSC:
- Basic information of the shareholder according to passport
- Pre-board meeting resolution where share allocation, position, bank signatory, objectives clauses must be written
- Inward remittance letter from bank
- Photograph of the shareholders
- A form of share allocation must be signed
- A form must be signed by the director as proof of address and shareholding position
- Later on, bank solvency is needed in case of import and export type company formation
Require other permissions and licenses
Apart from Company Registration, there are some other relevant business licenses required to do business :
- Private and public Limited Company registration from RJSC (LLC registration)
- Trade License from City Corporation
- Income Tax Certificate for business
- VAT Registration Certificate
- Membership from Chamber of Commerce from concern chambers as like DCC, FBCCI, India Bangladesh etc.
- Import and Export license(if needed) are required for export import type company registration in Bangladesh.
- Factory Plan (if needed), to setup factory inside and outside of tax free zone
- Fire certificate(if needed) as safety, in case of factory setup
- Manpower (if need) license to hire workers in a factory
- Approval from water and waste management department (If needed)
- Concern department (if needed), as like BOSTRO Odhidaptar for Cloth Factory
- BIDA permission is required in case of work permit application, PI and E visa at the end of company formation process.
Steps and Fees of Company Registration
Service, Export Import & Factory Type Company Formation
To ask about fees and duration of completion procedure must know what is your nature of business? As business licenses depend on nature of businesses and fees are dependable on it:
Category A- Service and general trading private limited company
Category B- Relating to export and import company
Category C- Relating to export and import and manufacture
Category D- Branch and representative office registration
Category E- Employment and investor visa (Non relating of registration in Bangladesh)
If you are already advised and selected the category of the business must calculate incorporation and other relevant licenses fees. Meanwhile, private limited company registration fees depend on authorised capital and trade license fee depend on your paid up capital.
Type A- Service and general trading company registration
- You will have the following copies from RJSC, Company Incorporation Certificate, Form XII, MoA, AoA
- Trade License after registration obtained from city corporation or local counsel office.
- Income Tax Certificate for business (TIN)
- Bank account opening from schedule bank
- VAT Certificate (BIN)
Type B- Export and import company Registration Information
- Company Formation as same of type A
- Export/ import license from government office IRC or ERC information
- Membership from any chamber of commerce (DCCI, FBCCI, BGMEA, India Bangladesh Chamber and so on)
Type C- Export and import and manufacture Company Formation Info
- As same of type A & B
- Factory setup licensing from concern department
- Building plan pass (if not available)
- Fire license (must for safety)
- Any other permission from concern Ministry
- PI visa and work permit information in BIDA
- Factory/ office setup in Tax Free Zone Area (EPZA area)
Type D- Branch and representative office registration in Bangladesh
- 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
Type E- Employment and investor visa (PI and E Visa)
- Applicant must fill up a form along with supporting papers
- Publish job advertisement in new paper
- Prepare documents of parent company registration copies
- Submit all papers to BIDA
- A letter of appointment from employer along with position and salary as scale
- Wait until meeting is hold by BIDA or, BEPZA
- Collect work permit letter
Authority of business license and company registration providers
As you know the type of company and necessary other licenses to commence business in Bangladesh. Business incorporation is not sufficient to be eligible to do business unless obtain other licenses as relating of business nature. There are different government bodies hold power of issuance of license. Import, export and manufacture companies are in more responsibilities running towards relevant licenses than service companies. Here, you might know more what are necessary papers needed along with:
1. Company registration through RJSC
- Documents shall be prepared by lawyer or expert to begin registration in Bangladesh
- Encashment in terms of Inward Remittence Letter collect from bank
- Signature, shareholding position, share percentage, personal detail and photograph
- Online submission copies as guideline of lawyer signed by the director
2. E-Trade License- Apply to City Corporation
- You must fill up prescribe form putting information with signature as applicant
- 3 copies colour photograph of applicant must attach
- Ensure your business objectives as the list of city corporation
- Office rental agreement with stump paper
- Go here for detail of E-Trade License Application
- Trade license is a part of company formation process
3. Company TIN
- Personal TIN is not required at the beginning for foreigners. But company TIN is must after register a company.
- To apply for personal TIN, original passport should provide before officer as photocopy is not accepted for security reason.
- Apply with company registration and forms those are provided by RJSC.
- Confirm mobile number and address of the director.
- It might not be possible to get personal TIN but same day.
- In case of company TIN must apply by RJSC copies, contact number, address, photos and passport of the directors.
4. VAT License
- Regional office of VAT serves within its jurisdiction and check the nearest VAT office to apply to.
- Apply with RJSC certified copies, Company TIN, Personal TIN, Bank solvency and rental agreement copy.
5. Membership from chamber of commerce
- Fill up prescribe form available in DCCI and check eligibility
- Provide directors detail information, company information, nature of business, expected yearly turn over, source of fund and pay subscription fee.
- As part of company formation, obtaining membership is must requirement for export import companies.
6. IRC and ERC
- Following information and documents are needed to apply for IRC and ERC
- Trade license of the company
- Certificate from chamber of commerce
- Apply for Company and personal TIN
- Bank solvency letter
- Rental agreement in commercial building as requirement of company registration in Bangladesh
- Employment list
- Passport of the directors
- Fill up application form as choice of general, executive or VIP member
- Attach RJSC certified copies
- Undertaking as their guideline and as foreign partners
- Online application must carefully submit by an expert
7. Fire Service License Application
- Go here to know the requirement of fire service department
- You must need the approval copy of building layout plan
- Bank draft for the fire application
- Trade license and RJSC copies
- Instrument purchase list as their guidelines
- Machinery list as fire service guideline
8. Factory License
- You can follow the list of application of factory setup in as step of registration in Bangladesh
- Ensure fire license copy from fire service department
- Trade license copy
- Building outlet plan that is approved already
- Agreement of rental as commercial purpose
- Photos of the factory
- Application bank draft
- RJSC certified copies
- List of manpower & machinery and manpower permission
- Make sure road and electric connection with factory
- Safety of the staffs
9. BOSTRO (Only to setup cloth, garment factory)
- Follow the list to apply to BOSTRO Odhidaptar
- You must provide copy of fire license, trade license, RJSC copies
- Building outlet plan that already obtained
- Commercial rental agreement, bank draft Tk. 5000/-, list of manpower, machine, equipment and loan approval copy of machine purchase.
10. For private Investor Visa (from BIDA/ BEPZA)
- You may follow the list of application
- Passport copies of the directors and photos
- Collect Encashment certificate of US$ 50,000 from bank
- RJSC certified copies, board resolution, news paper advertisement, objective of the company, source of fund and commence of business.
- Go here to check from government website: http://bida.gov.bd/?page_id=4802
11. For employment visa (BIDA / BEPZA)
- Appointment letter from employer
- Board Meeting Resolution, Photo of the applicant, education certificate & experience letter
- Man power list as condition of one foreign employee is equal 5 local employees must hire.
- Daily news paper advertisement
- US$ 50,000 bank certificate (inward remittance)
12. Branch Office and Representative Office registration in Bangladesh (BIDA/ BEPZA)
- Collect application form from BIDA office or apply through online
- Man power list, audit copy of parent company, board meeting resolution, business activities, photos of the applicant
- Address and commercial rental agreement
- Appointment letter of local expert/ consultant/ lawyer if appointed.
- Note: BIDA officers and directors are more friendly and clean about the services. Foreign investors might speak to them to be confident investing in Bangladesh.
BIDA address
Jibon Krishna Saha Roy
Director, One Stop Service (OSS)
Bangladesh Investment Development Authority
Phone : +880255007217
Mobile : +8801846740822
Email : [email protected]
Duration of limited company registration completion
In this part of the article a table has been given that have sorted out the time line for company registration. 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 | 2-3 days |
| Tax Identification Number (TIN) | TIN is must for all companies | 1 day |
| VAT | VAT is must for all companies | 7-10 days |
| Membership From 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 formation fees
Everyone has common question about fees of company registration but no one try to understand that fee depend of authorised capital. And, trade license cost depended on paid up capital and time of process is after registration of company. There are government fee, stump duty, some other and professional fees added to quote to the clients. The table below shows company categories as well as nature of the business against their respective company formation fees by RJSC including all licenses. To know government actual fee must visit here: http://123.49.32.37:7781/psp/rjschome?p_user_id=1993 and check calculator.
| Company Type | Nature of Business | Expected cost (In Taka) Include relating all other licenses |
| A | Service and general trading company | less than 60,000 |
| B | Relating to export and import company | 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 of How to register a company in Bangladesh for foreigner?
Steps from the beginning to end is online system of company formation as manual system is dead. The expert or lawyer who is appointed will proceed to register the company and prepare documents as needed:
- First step is name of company registration from ROC website paying Taka 200/- is schedule bank. The said name is reserved for 30 days only and you can extend the name before expiry. The main issue of concern is in the middle company registration in Bangladesh is cancelled sometimes. It happens after submission of all copies through online and making payment. Why? The reason of similar company name is found ! How come? As company name registration is given after checking in system whereas after getting name approval registration is hold showing excuse that similar name is found ! Now, apply for another new name. Let new name is approved but inward remittance letter must be according to new name ! Now again make remittance and change bank account opening full system. Previous fund is useless and can not withdraw at this moment. Let, foreign investors remitted again to new bank account after completion banking formalities. It might take again more than 30 days ! What might happen, your previous payment to RJSC system automatically collapse after 30 days ! This is reality but not sweet !!
- Second step is the lawyer will prepare draft copies of Memorandum and Articles of Association along with objective clauses. The directors will follow the objective clauses before final submission through online by the lawyer.
- Third step is lawyer will let the directors sign on forms and share proportion copy where shareholding structure, photo, basic information of the directors are available.
- Forth step is online submission and once complete all will be issued a receipt of bank payment. And once bank payment (fee of registration) is completed wait for 1 day for notification.
- Fifth step is communicate the assign officer in RJSC and the office will look into A-Z and approval will be made if no other issue is found. Inward Remittance letter original must submit to the office to have look
- Sixth Step is check email as incorporation certificate, form XII and MoA & AoA certified copies will be sent through registered email. This is the end of processing of registration Bangladesh.
Post registration
- Apply for trade license, TIN and VAT certificate after completion of company registration in Bangladesh
- And, apply for all other licenses as nature of business
Legal information about limited company registration
- A private limited company formation 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 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 registration in Bangladesh.
- LLC Company formation has limited number of members up to 50 excluding employees of the company.
FAQ
Generally, 5-7 days if no other issues are raised from RJSC officer.
Government fee depend on authorised capital and anyone can check from ROC website http://123.49.32.37:7781/, use free calculator.
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, UK, UAE, Malaysia and so on.
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 company you are allowed to registration in Bangladesh:
1. Private limited company (LLC)
2. Company limited by shares
3. Company limited by guarantee
4. Public limited liability company
5. Branch office of foreign company
It is only 30 days, after then expire automatically.
LLC is private limited company and subsidiary is private limited company as well but the different is parent company hold majority or 100% shares in case of subsidiary company.
Yes, any foreign national can open branch office of parent company maintaining some restrictions and guideline. For example: US$ 50,000 remittance is must to get approval and branch office is not allowed to do general business. Branch and liaison office are same rules applied. Office can research, monitor market and pay salary to staffs. Branch office never allowed to receive any money from party to the account.
No, they can not by law. Only LLC and branch office are permissible.
It’s restricted unless have 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.
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.
We recommend for Standard Chartered, City Bank (local), SBI (Indian bank) and Eastern Bank.
Look, S & F Consulting Firm born 2012 and they have ZERO number of local clients. As the company registration guideline, S & F Consulting Firm will help through FDI law. We are the pioneer in this field registration in Bangladesh as before 2012 there was no one is market who provides right information of company formation services . To write some article building website and do some SEO for Google ranking is not called consultant must remember and accept it. All others are child considering experience and knowledge with S & F Consulting Firm in Bangladesh. Thank You
At the end of company formation, apply for work permit along with all documents and fees.
Contact us over WhatsApp from overseas: +8801319340140
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