Starting a business in Bangladesh is an exciting journey — but it begins with one essential step: company registration. Whether you’re a local entrepreneur or a foreign investor, understanding the legal process of company formation is critical to launching a compliant and successful business.
In this blog, we’ll walk you through the legal procedures of registering a company in Bangladesh, step by step — backed by relevant laws, authorities involved, timelines, and costs.
✅ Types of Companies You Can Register in Bangladesh
Under the Companies Act 1994, you can register the following types of companies:
| Type of Company | Description |
|---|---|
| Private Limited Company | Most common; requires at least 2 and maximum 50 shareholders. |
| Public Limited Company | Requires a minimum of 7 shareholders; may offer shares to the public. |
| One Person Company (OPC) | New type (since 2020); allows registration with a single shareholder. |
| Branch or Liaison Office | For foreign companies operating under special approval from BIDA/Bangladesh Bank. |
📝 Step-by-Step Company Registration Process in Bangladesh
Step 1: Name Clearance from RJSC
Before registering, you must get name clearance from the Registrar of Joint Stock Companies and Firms (RJSC).
- Visit www.roc.gov.bd
- Create an account and apply for name clearance
- Pay the fee (usually BDT 200–500)
- Name is reserved for 30 days (can be extended)
Step 2: Drafting the Required Documents
Prepare the essential documents:
- Memorandum of Association (MoA)
Defines the company’s objectives. - Articles of Association (AoA)
Outlines how the company will be governed. - Form IX – Consent of director(s) to act
- Form XII – Particulars of directors, manager, etc.
- Form X – Notice of situation of registered office
- Promoters’ NID/Passport copies
- Photographs and TIN Certificates of shareholders and directors
Step 3: Opening a Bank Account (For Foreign Shareholders)
If foreign investment is involved:
- Open a temporary bank account in the name of the proposed company
- Remit the investment amount from the investor’s home country
- Get a certificate of inward remittance from the bank
🔐 Local investors can skip this step if no foreign shareholding is involved.
Step 4: Pay Registration Fees
Calculate and pay the registration fee based on authorized capital. Payment is made via the RJSC portal or at designated banks.
| Authorized Capital (BDT) | Approx. Govt Fee |
|---|---|
| Up to 1,00,000 | Around BDT 2,000 |
| 10,00,000 | Around BDT 5,500–6,000 |
| 50,00,000 | Around BDT 20,000–25,000 |
🔎 Note: A lawyer or legal consultant can help calculate precise fees and stamp duties.
Step 5: Submit Application to RJSC
Submit the online application along with all scanned documents. Once reviewed and approved, RJSC will issue:
- Certificate of Incorporation
- MoA and AoA with official seal
- Form XII (List of Directors)
Step 6: Post-Incorporation Compliance
After registration, fulfill the following steps:
| Compliance | Details |
|---|---|
| Obtain Trade License | From the local City Corporation/Municipality |
| Register for TIN (Tax ID) | From the National Board of Revenue (NBR) |
| Register for VAT (if applicable) | Required if turnover exceeds VAT threshold |
| Open Official Bank Account | Now using the registered company name |
| File annual returns to RJSC | To maintain compliance under the Companies Act 1994 |
⚠️ Common Legal Mistakes to Avoid
- Using the same address for multiple companies without justification
- Inaccurate shareholder information or forged documents
- Failure to update RJSC with changes in company structure
- Not filing annual returns on time
Legal advice during registration can help avoid these pitfalls and ensure smooth operation.
📌 Timeline Summary
| Step | Estimated Timeframe |
|---|---|
| Name Clearance | 1–2 working days |
| Document Preparation & Signing | 2–3 working days |
| Bank Account & Fund Remittance | 3–5 working days (foreign) |
| Submission to RJSC | 3–5 working days |
| Total Duration (Local Company) | 7–10 working days |
| Total Duration (With Foreign Share) | 15–20 working days |
💼 Final Thoughts
Registering a company in Bangladesh requires understanding the legal framework and completing formalities with precision. While the process has become more digitized, professional support from a lawyer or consultant can save time, reduce errors, and ensure compliance with the law.