Practical guide — Bangladesh company registration
Company formation in Bangladesh — concise guide (2025)
Clear, step-based legal information on entity choices, the Private Limited incorporation pathway, documentation, timelines, and common compliance matters. This page provides general guidance; it is not a substitute for tailored legal advice.
Why Bangladesh
Bangladesh offers a large domestic market and growing manufacturing and services activity. Most sectors allow foreign ownership; the effective path depends on whether you will invoice locally, hire staff, or operate under a special economic zone regime. Map your commercial plan before choosing an entity type and sequence of regulatory steps.Common entity types and typical uses
Private Limited Company (Ltd.)
- Most suitable for operating businesses that invoice locally and hire staff.
- Separate legal personality; liability generally limited to share capital.
- Flexible ownership structure and straightforward banking access.
Public Limited Company
- Used where larger capital, public disclosure, or future listing are relevant.
- Higher governance and ongoing reporting requirements.
Branch office
- Suitable to perform contracts of the foreign parent onshore; requires prior approvals in certain cases.
- Taxed on Bangladesh-source income; foreign exchange rules apply for remittances.
Liaison/representative office
- Non-commercial presence for market research, promotion, or coordination; typically funded by inward remittances.
- Cannot earn local revenue; approvals and renewals commonly required.
| Route | Local invoicing | Use case | Compliance |
|---|---|---|---|
| Private Ltd. | Yes | General trading, services, manufacturing | Moderate (RJSC, tax, VAT) |
| Public Ltd. | Yes | Large-cap ventures, regulated activity | Higher |
| Branch | Yes | Parent contracts, onshore execution | Moderate (approvals, banking) |
| Liaison | No | Market development, representation | Moderate (approvals, renewals) |
How to register a Private Limited company — practical steps
- Name reservation: apply on the RJSC e-portal and reserve a distinctive name. The reservation window is time-limited.
- Prepare constitutional documents: draft Memorandum & Articles of Association (MoA/AoA), set authorised share capital and initial shareholding, and collect director/shareholder KYC.
- File incorporation: submit the signed MoA/AoA and statutory forms via RJSC; pay registration fees and stamp duty according to authorised capital slabs.
- Post‑incorporation registrations: obtain corporate TIN, secure a Trade License from the local authority, register for VAT/BIN if required, and open a company bank account with the KYC pack.
- Initial corporate steps: hold the first board meeting to appoint auditors, confirm the fiscal year, allot shares and set up statutory registers and minute books.
Foreign founder considerations
Foreign investors commonly use a Bangladesh Private Limited company for operational flexibility. Branch or liaison structures are alternatives where appropriate. Key items to consider:- BIDA approvals may be required for branch or liaison offices; follow BIDA and RJSC sequencing where applicable.
- Visas and work permits for expatriate staff typically require recommendations handled through relevant authorities.
- Ensure banks receive complete AML/KYC and ultimate beneficial ownership documentation to avoid onboarding delays.
Documents checklist — local and foreign participants
Core documents for Private Ltd.
- Proposed name and business objects.
- Shareholder and director IDs (national ID or passport) and contact details.
- Registered office proof (tenancy agreement or NoC) and MoA/AoA signed by subscribers.
- Authorized and paid-up capital schedule and share allocation.
Additional items for foreign investors
- Notarised and apostilled corporate documents for foreign corporate subscribers where required.
- Board resolution authorising investment and local signatory details.
- Evidence of inward remittances and, later, bank encashment certificates for foreign capital flows as needed by regulators.
Indicative timelines and government fees
Timing and fees vary by locality, authorised capital and sector. These are planning ranges only.
| Phase | Typical timeline | Key outputs | Government fees (indicative) |
|---|---|---|---|
| Name reservation | 1–2 working days | Name clearance | Fixed RJSC charge |
| RJSC incorporation | 3–7 working days | Certificate of incorporation, MoA/AoA filed | Registration fee + stamp duty (by authorised capital) |
| Post-incorporation registrations | 3–10 working days | TIN, trade license, VAT/BIN (if applicable), bank account | Agency fees vary |
| Branch/Liaison approvals | ~3–6 weeks | BIDA permission; RJSC foreign company registration | BIDA & RJSC application fees |
Many procedural steps can be carried out in parallel once documents are ready; counsel or an authorised agent can help sequence filings to reduce overall calendar time.
Tax, VAT/BIN and annual compliance
After incorporation, primary compliance items include corporate TIN registration, periodic tax filings, VAT (if applicable) and RJSC statutory returns and annual financial statements. Maintain accurate books and plan audits and AGM timing to meet statutory deadlines.Banking, capital inflow and repatriation
- Open the company bank account with a complete KYC pack (directors, shareholders, MoA/AoA, board resolution).
- Route foreign capital through an Authorised Dealer bank and retain documentation for encashment and repatriation.
- Repatriation of dividends and investment proceeds follows central bank requirements and tax clearances; keep supporting documentation to preserve remittance rights.
Sector-specific permits
Manufacturing & industry
- Environment clearances, factory registration and any import/export licenses where applicable.
- Fire safety and building permissions as required by local authorities.
Services & regulated activities
- Financial, telecom, healthcare and education sectors commonly require sector regulator approvals or licences.
- IP protection is available through trademark filings with the Department of Patents, Designs & Trademarks (DPDT).
Common pitfalls and professional safeguards
- Narrow objects clauses that restrict future activity — draft flexible, regulator-safe objects.
- Choosing an authorised capital that needlessly increases initial government fees — model capital to your growth plan.
- Sequence errors (for example, starting VAT registration before required local licences) — plan filings to avoid rework.
- Incomplete bank KYC for foreign UBOs — prepare certified ownership and verification documents ahead of onboarding.
Engaging experienced counsel or an authorised agent can reduce time and administrative friction and improve clarity at each step.
Frequently asked questions
Can foreigners own 100% of a Bangladeshi company?
Yes, in most sectors. Certain sectors impose restrictions or require approvals; check the sector-specific rules before committing capital.How long does incorporation typically take?
With documents ready, RJSC incorporation commonly completes in about 3–7 working days. Post-incorporation registrations and banking typically add additional days.Is there a minimum authorised capital?
For most companies there is no statutory minimum; however government fees are calculated on authorised capital slabs, so choose an amount aligned to your plans.Can profits be repatriated?
Repatriation of dividends and investment proceeds is generally permitted subject to tax clearance and central bank documentation. Maintain complete records of inbound capital and tax compliance.Should I form a branch or a local company?
Use a branch where the parent needs to execute contracts directly in Bangladesh; for broader local operations and employment, a Private Limited company is usually preferred. Assess tax, regulatory and commercial implications for each option.Contact and next steps
If you would like a project scope or a written checklist for your proposed activity, you can book a consultation or email us.
Disclaimer: This page provides general legal information only and does not create a lawyer–client relationship. For advice specific to your circumstances, consult a qualified lawyer.