Company Registration

Company Registration

Company formation and registration in Bangladesh is an essential for both local and foreign investors aiming to establish or expand its business operations. Bangladesh has developed a business-friendly regulatory environment, making the company registration process straightforward, especially for Private Limited Companies being the most popular form of business entity due to its limited liability protection and flexible ownership structure.

Registration Processes

1. The proposed company name must be approved before incorporation by way of Name Clearance (only applicable for foreign companies).
2. Minimum of two directors are mandatory. Directors must be at least 18 years old, not bankrupt, and not convicted of malpractice in the past. A private limited company can have a minimum of 2 and a maximum of 50 shareholders. Shareholders can be individuals or legal entities.
3. The maximum share capital the company is authorized to issue must be stated in the Memorandum of Association and Articles of Association. In case of foreign companies, an inward remittance of USD $50,000 is a pre-requisite for becoming eligible to obtain import and export registration certificates. In case if the foreign companies require work permit, an inward remittance of USD $100,000 is a pre-requisite for becoming eligible to obtain BIDA’s approval for work permit.
4. The company must prepare memorandum and articles of association detailing the business objectives, shareholder information, company regulations etc. and other relevant forms and submit the same with the Registrar of Joint Stock Companies (RJSC).
5. A foreign company registration in Bangladesh, should take note of the following points:
6. A bank account must be opened in the name of the proposed company with the name clearance obtained from the Registrar of Joint Stock Companies and Firms (RJSC) and other draft copies as required by the concerned bank.
7. All incorporation formalities can be handled remotely through authorized lawyers in Bangladesh.
8. All directors and shareholders can be foreigners, and there is no requirement for any special visa if they do not plan to relocate to Bangladesh.
9. If foreign investors plan to operate the company from Bangladesh, they must obtain a work permit.
10. Obtain Trade License, Tax Identification Number, and Other Licenses: Apply for a trade license and obtain a Tax Identification Number (TIN). Depending on the business activities, additional licenses may be required.

Documents Required for Company Formation

The documents required for company formation:

1. Name Clearance Certificate;
2. Memorandum of Association and Articles of Association;
3. Shareholders’ and Directors’ particulars (National ID for Bangladeshi shareholders & Passport for foreign investors);
4. Registered Address;
5. Signed Form IX and Subscriber Page;
6. Encashment certificate in case of foreign remittance