Start your company in Bangladesh — practical steps for founders
A focused, step-by-step information module for entrepreneurs and in‑house counsel considering company formation in Bangladesh. This page offers guidance on common procedural steps and items to prepare; it does not replace formal legal advice.Overview
This module provides a practical sequence of commonly required steps when forming a company in Bangladesh and links to relevant practice areas and firm pages for further reference. It is intended for general information only and not as legal advice. For personalised advice, book a consultation or contact us at info@trw.org.
How it typically works
- Choose an appropriate legal structure and carry out a name availability check.
- Prepare constitutional documents (Memorandum and Articles) and director/shareholder consents.
- Open a temporary bank account and bring in paid‑up capital where required.
- Submit incorporation documents to RJSC and obtain the incorporation certificate.
- Complete post‑incorporation registrations (TIN, VAT if applicable, trade license, social security where required).
- Consider BIDA registration and work permits for expatriate employees when the investment or project requires it.
Common company structures — summary
Separate legal entity; limited liability for shareholders; commonly used for local operations and foreign majority ownership where permitted by sector rules.
Designed for larger businesses that may list on a stock exchange; has higher compliance and disclosure requirements.
Structure available in certain jurisdictions for a single shareholder; simpler decision‑making but with statutory compliance obligations.
Non‑separate entity presence for a foreign parent, typically limited to liaison, representative or restricted commercial activities; sectoral rules apply.
Name clearance — interactive simulator
Registrar of Joint Stock Companies and Firms (RJSC) manages name clearance. Use the simulator below to try different names. This is a local check only and does not substitute filing with RJSC.
Banking & capital — practical items
Typical steps: open a temporary bank account in the proposed company name, remit paid‑up capital (for foreign investors where needed), and obtain a bank certificate/encashment certificate for registration where required.
Post‑incorporation checklist
| Item | Why it matters | Typical issuer |
|---|---|---|
| TIN registration | Tax identity for business operations | National Board of Revenue |
| Trade licence | Local permission to trade from municipality or city corporation | Local authority |
| VAT registration | Required where turnover exceeds statutory threshold | Customs, Excise & VAT |
| Social security / statutory registrations | Employees' statutory protections and payroll compliance | Relevant government bodies |
For projects seeking incentives or specific approvals, consider BIDA registration and the One Stop Service (OSS) where applicable.
Frequently asked questions
- 1. How long does incorporation usually take?
- Timing varies with document readiness and authority processing; allow time for name clearance, document preparation and RJSC processing. For an estimate, consult our team.
- 2. Can a foreign investor own 100% of a company?
- Ownership depends on the sector and applicable negative/positive lists. Some sectors allow full foreign ownership; others have restrictions. Seek sector‑specific advice.
- 3. Do I need a local director?
- Statutory director requirements vary. Some structures require resident directors for regulatory or practical reasons; local presence may also support banking and compliance.
- 4. Is a bank encashment certificate mandatory?
- For foreign remitted capital, banks typically issue certificates that are accepted by registration authorities; confirm the exact documentary requirements during filing.
- 5. What services can TRW provide?
- We provide legal drafting, filing support, regulatory liaison and procedural guidance. Visit /services/ or book a consultation to discuss your project.
Get in touch
For a client‑specific discussion, please book an online consultation or contact us by email.
Relevant practice pages: /foreign-direct-investment-lawyers/, /financial-services-regulatory-lawyers/, /tax-lawyers/, /employment-and-labor-lawyers/, /supreme-court-bangladesh-cause-list/