This guide will provide you a detailed overview of company registration requirements, procedure, and timeline for registering a private limited company in Bangladesh. Like most other jurisdictions, Bangladesh has a set of initial and ongoing regulatory compliance requirements for starting and operating a company.
When considering the registration of a new company or relocation of your existing company to Bangladesh, note that most Bangladeshi companies are registered as private limited liability companies (commonly known as private limited companies). A private limited company in Bangladesh is a separate legal entity and shareholders are not liable for the company’s debts beyond the amount of share capital they have contributed. According to the Companies Act 1994, any person (foreign or local) above the age of 18 can register a company in Bangladesh.
If you are a foreign investor, we recommend you to read our article on foreign investment. It will help you to understand the legal regime about foreign investment in Bangladesh.Pre-Registration – What You Need to Know
Key facts about company formationCompany Name.
The name must be approved (cleared) before incorporation of the company in Bangladesh.
Minimum two directors are mandatory. Directors can be either local or foreign. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractice in the past. The law requires that a director must own qualification shares stated in the Articles of Association. A shareholder which is not a natural person (i.e. a company) can select nominee director.
A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders. A director and shareholder can be the same or a different person. The shareholder can be a person or another legal entity such as another company. 100% local or foreign shareholding is allowed in most sectors. New shares can be issued or existing shares can be transferred to another person anytime after the Bangladeshi company has gone through the incorporation process.Authorized Capital.
You must state the authorized capital in the Memorandum of Association and Articles of Association. It is the maximum amount of share capital that the company is authorized to issue (allocate) to shareholders. Part of the authorized capital can remain unissued. There is no minimum or maximum limit for authorized capital in Bangladesh.Paid-up Capital.
Minimum paid-up capital for registration of a Bangladeshi company is Taka 1. Paid-up capital (also known as share capital) can be increased anytime after the incorporation of the company.
In order to register a company in Bangladesh, you must provide a local address as the registered address of the company. The registered address must be a physical address (can be either a residential or commercial address) and cannot be a P.O. Box.
Memorandum and Articles of Association. The company to be incorporated must prepare a memorandum of association (MoA) and articles of association (AoA).
Considerations for foreigners
Foreigners wishing to open a Bangladesh company, must take into consideration the following points:
You must open a bank account in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) i.e. the registrar of companies and bring in the initial paid up capital. This is a mandatory for company incorporation in Bangladesh.
All company incorporation formalities can be handled without you having to visit Bangladesh. The only exception may be opening a bank account, depending upon the bank you choose.
All the director and shareholders can be foreigner.
There is no requirement for you to obtain any special Bangladesh visa if you merely want to incorporate a private limited company but have no plans to relocate to Bangladesh. You are free to operate your company from overseas as well as free to visit Bangladesh on a business visa whenever required to attend to company matters on a short-term basis.
If you plan to relocate to Bangladesh to operate your company, you are required to obtain a work permit.Required Documents
For the purpose of company incorporation in Bangladesh, the following information is required by the company registrar:
Company Name. A name clearance must be obtained.
Memorandum of Association and Articles of Association. RJSC requires that the object clause in the MoA to be within 400 words and 7 clauses.
Shareholders Particulars (National ID if the shareholder is a Bangladeshi)
Directors Particulars (including Tax Identification Number)
Singed Form IX and Subscriber Page. Scanned copy in pdf will be required.
For foreigners: Copy of passport of shareholder and director.