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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
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
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
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