S & F CONSULTING FIRM LIMITED

Online Limited Company Registration in Bangladesh Fees at Tk.15000

Today, we will discuss about the process & fees of private and public online 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.

Limited company registration cost 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.

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:

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 company 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 by 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. 

Prerequisites of Online Company Registration in Bangladesh  

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 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. 

Shareholding Information

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.

Authorised 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. 

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:

  1. Incorporation Certificate
  2. Form XII
  3. Memorandum & Article of Association

Required documents for a company registration

The following documents are needed as guidelines of RJSC : 

Necessary RJSC forms

  1. RJSC Form XII (Particular of the directors)
  2. Form 117 (Share transfer)
  3. Form Fifteen (Return of allotment)
  4. Minutes of the first board meeting
  5. RJSC MoA Subscription & Form IX
  6. 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:

Time Requirement for a Company Formation

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 / ApprovalParticularsDuration
Incorporation CertificateMoA, AoA, and Forms7 Days
Trade LicenseTrade License copy with Photo2-3 Days
TAX Identification Number (TIN)TIN is a must for all companies1 Day
VATVAT is a must for all companies7-10 Days
Membership from the chamber of commerceAll Export and Import companies 5-30 Days 
Import and Export License (IRC, ERC)Only for Export and Import Company7-15 Days
Fire LicenseFor all Factory and corporate7-15 Days
Factory LicenseManpower Approval3-10 Days
BostroFor cloth factory business7-10 Days
Branch OfficeBranch permission for 2-5 years30 Days
BEPZA / BIDABranch open permission for 3-5 years30 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: 

CategoryNature of BusinessExpected Cost (Taka)
AService and General Trading CompanyLess than 60000
BRelating to Export and Import CompanyLess than 120000
CRelating to Export, import and ManufactureLess than 400000
DBranch and Representative OfficeLess than 60000
EEmployment and Investor VisaLess than 50000

Conclusion 

Foreign shareholders are requested to take free advisory before company registration as to start a business in Bangladesh is bit different than other country? Non-residents are permitted to register a company in Bangladesh holding 100 percent of shares of the company.

S&F Consulting Firm is prominent in business consultancy to guide foreign entrepreneurs setting up business. Foreign customers are requested to have a free consultation to clear the whole procedure of company formation in Bangladesh. 

FAQ

How to check company registration status?

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.

What is the company registration number?

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.

What are the basic required documents for registering a company?


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

What is an encashment letter?

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.

What is the meaning of RJSC?

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.

What is the most profitable and rapidly growing business in Bangladesh?

RMG, sea fish, garments, leather, poultry, and food industries are the most profitable and fast-growing companies in Bangladesh.

Which foreign nation investments are the most 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.

How can expatriates remit money from Bangladesh?

It’s restricted unless has permission from BIDA, Income Tax Department, and Bangladesh Bank.

How much is the corporate tax?

It is clean 30% as FDI law and additional VAT is 5%-15% as NBR policy. Visit to know about Income Tax in Bangladesh

How to apply for a PI and E visa?

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

Which banks are the best in Bangladesh for foreign investors?

We recommend Standard Chartered, City Bank (local), SBI (Indian bank), and Eastern Bank.

When it is needed to apply for a work permit?

At the end of company formation, apply for a work permit along with all documents and fees.

This article might be helpful for foreign investors in Bangladesh

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How to register a company? Step by step guide here.

How to establish a branch office in Bangladesh?

Looking for some business ideas? Check out his article.

Guide for starting an export-import business in Bangladesh

Needed work permit or Visa from Bangladesh? See this article.

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