Essential Requirements for Registering a Private Limited Company in Bangladesh

If you're considering expanding your business to Bangladesh or starting a new venture there, you're in the right place. Bangladesh is one of the fastest-growing economies in South Asia, with an increasingly business-friendly environment that attracts both local and international entrepreneurs. The process of company formation in Bangladesh is straightforward, but there are specific legal requirements and steps you need to follow to ensure that your business is set up correctly.

In this guide, we’ll walk you through the essential requirements for registering a private limited company in Bangladesh. Whether you're an international entrepreneur or a local business owner, understanding these steps is key to successfully register company in Bangladesh.

Why Choose Bangladesh for Company Formation?

Bangladesh offers a host of advantages for entrepreneurs and business owners looking to establish a company in South Asia. The country is strategically located with a large, youthful population and growing consumer market. Additionally, it has a competitive labor force, low operational costs, and a favorable tax regime. This makes Bangladesh an attractive option for business expansion or new company formation.

Moreover, Bangladesh has been making strides in improving its ease of doing business. The process for a Bangladesh company formation is relatively simple and can be completed in a few weeks if you understand the legal framework and follow the necessary steps.

Key Requirements for Registering a Private Limited Company in Bangladesh

Now that you know why Bangladesh is a great location for business, let’s break down the essential requirements you need to know to register a company in Bangladesh.

1. Choose Your Business Name

The first step in the Bangladesh company formation process is to select a unique company name. Your business name should be distinct and not similar to any existing registered names. You can check name availability by visiting the Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh.

Some key guidelines for choosing a company name include:

• The name must not include offensive words.

• Certain words, such as “Bank” or “Insurance,” require prior approval from relevant authorities.

• The name should reflect the nature of your business.

Once you’ve decided on a name, it’s a good idea to reserve it with the RJSC to ensure that no one else registers the same name.

2. Appoint Directors and Shareholders

To register a private limited company in Bangladesh, you must appoint at least two directors. These directors can be Bangladesh nationals or foreign nationals, but at least one director must be a resident of Bangladesh. Furthermore, your company must have a minimum of two shareholders. Shareholders can also be individuals or legal entities.

The key requirements for directors and shareholders are:

• Directors: A minimum of two directors is required, and at least one must be a Bangladeshi resident.

• Shareholders: A private limited company requires a minimum of two shareholders, who can either be individuals or corporations.

It’s important to ensure that your company meets these criteria to avoid delays during the registration process.

Also Read: Eligibility Criteria for Company Registration in the British Virgin Islands

3. Decide on the Company’s Share Capital

Before you proceed with company registration in Bangladesh, you need to determine the amount of share capital your company will have. The minimum paid-up capital requirement for a private limited company in Bangladesh is BDT 1 (Bangladeshi Taka), but realistically, most companies will choose to have a higher capital base.

Your company's share capital must be mentioned in the company’s Articles of Association. It’s worth noting that there are no specific legal requirements for the amount of share capital for most types of businesses, but the higher the capital, the more credibility your company may have with banks and investors.

4. Draft the Company’s Memorandum and Articles of Association

The Memorandum and Articles of Association (MoA and AoA) are the fundamental documents that outline the structure, objectives, and operational guidelines for your company. These documents need to be submitted to the RJSC as part of the company registration process.

• Memorandum of Association: This document contains the company’s objectives, its registered office address, and the share capital.

• Articles of Association: This document sets out the internal rules governing the company's management and operations, including the rights and responsibilities of directors and shareholders.

You will need to have these documents drafted and signed by the directors and shareholders before submitting them to the RJSC.

5. Register the Company with the RJSC

Once the name, directors, shareholders, and share capital are in place, the next step is to submit the necessary documents to the RJSC for registration. These documents include:

• A completed application form (Form IX).

• The company’s Memorandum and Articles of Association.

• Proof of identity and address for directors and shareholders.

• A copy of the company name reservation certificate (if applicable).

• Bank reference letters or proof of capital contribution (if required).

You will also need to pay the registration fee, which varies depending on the share capital of your company.

After submission, the RJSC will review your application, and if everything is in order, you will receive a Certificate of Incorporation. This certificate is proof that your company has been legally registered in Bangladesh and can begin conducting business.

Also Read: Procedure for Company Registration in Cayman Islands

6. Obtain a Trade License

In addition to company registration, you must also obtain a trade license from the local city corporation or municipal office. This license is required for your company to legally operate within a specific geographic area. The process involves submitting your company’s registration details, address proof, and other documents to the local authorities.

7. Register for Taxes

After successfully registering your company, you need to register for taxes with the National Board of Revenue (NBR) in Bangladesh. You will be issued a Tax Identification Number (TIN), which is necessary for tax filing and other business-related activities.

Depending on the nature of your business, you may also need to register for Value Added Tax (VAT) and Employees’ Social Security Fund (ESSF) if applicable.

8. Open a Corporate Bank Account

To complete the process of company formation in Bangladesh, you must open a corporate bank account. A corporate bank account is required for conducting transactions, paying taxes, and receiving payments for your business. To open a bank account, you will need to provide:

• Your company’s Certificate of Incorporation.

• Proof of your company’s registered office address.

• The TIN and VAT registration (if applicable).

• Identification documents for directors and authorized signatories.

9. Compliance with Ongoing Legal Requirements

Once your company is registered and operational, you need to comply with ongoing legal and regulatory requirements in Bangladesh, including:

• Annual filing of financial statements and annual returns with the RJSC.

• Regular payment of taxes, including corporate income tax and VAT (if applicable).

• Holding annual general meetings (AGMs) and maintaining company records.

Failing to comply with these requirements can lead to penalties or even the dissolution of your company, so it’s important to stay compliant.

Conclusion

Registering a private limited company in Bangladesh is a relatively simple process, but it requires careful attention to detail. By following the steps outlined in this guide and ensuring compliance with the relevant legal requirements, you can successfully establish and run your business in one of the fastest-growing economies in Asia. Whether you are a local entrepreneur or an international investor, Bangladesh offers a welcoming and dynamic environment to grow your business.

Also Read: Types of Company Incorporation in Hong Kong

FAQs

1. Can foreign nationals register a company in Bangladesh?
Yes, foreign nationals can register a company in Bangladesh. While at least one director must be a Bangladeshi resident, foreign investors can fully own and manage their business in Bangladesh.

2. How long does the company registration process take in Bangladesh?
The registration process for a private limited company in Bangladesh typically takes about 7-10 working days, provided all documents are in order.

3. Is there a minimum capital requirement for registering a private limited company in Bangladesh?
While the legal minimum capital requirement is BDT 1, most businesses opt to have a higher capital base depending on their business activities and financial needs.