Premier Corporate & Financial Advisory in Bangladesh
PRIVATE LIMITED INCORPORATION SPECIALISTS

Complete Guide to Company Registration and Formation in Bangladesh: Documents, Process, Fees, and Legal Steps

Form your Private Limited Company with 100% compliance, fast RJSC name clearance, MOA/AOA drafting, and hassle-free bank account setup.

  • 100% Foreign Equity Ownership Allowed
  • Direct RJSC, BIDA & NBR Digital Filing
  • Fast-Track Turnaround with Zero Penalties
FAST INQUIRY ⚡ 15-Min Response

Get Free Consultation

Speak directly with our senior corporate advocates & chartered advisors.

2 – 50 Allowed Shareholders Limit
BDT 1,00,000 Minimum Authorised Capital
Limited Liability Asset & Equity Protection
100% Tax Compliant NBR & RJSC Statutory Filing

Why Private Limited Company Registration in Bangladesh is Popular

A Private Limited Company is the most popular corporate legal entity for doing business in Bangladesh. It provides limited liability protection to shareholders, separate legal personality, tax efficiency, and full eligibility for foreign direct investment (FDI).

Under the Companies Act 1994, a Private Limited Company allows 100% foreign equity ownership in almost all commercial sectors, making it the preferred choice for international enterprises expanding into South Asia.

Understanding the Legal Framework for Company Formation in Bangladesh

Company formation in Bangladesh is regulated by the Registrar of Joint Stock Companies and Firms (RJSC) under the Companies Act 1994. Incorporating a Private Limited Company requires name clearance, drafting of Memorandum of Association (MOA) and Articles of Association (AOA), and filing statutory documents.

STEP-BY-STEP INCORPORATION

Step-by-Step Company Registration Process in Bangladesh

01
Phase 01

Name Clearance Application

Submit proposed company names through the RJSC online portal for formal clearance.

02
Phase 02

Drafting MOA & AOA

Prepare Memorandum of Association (MOA) and Articles of Association (AOA) tailored to business scope.

03
Phase 03

Opening Bank Account & Share Transfer

Set up bank account for paid-up capital deposit (mandatory for foreign investment encapsulation).

04
Phase 04

Document Submission & Stamp Duty

Upload signed documents to RJSC portal and execute stamp duty payments online.

05
Phase 05

Incorporation Certificate Issuance

Obtain official Certificate of Incorporation, Form XII, and certified MOA/AOA from Registrar.

RISK MITIGATION

Challenges and Mistakes in New Company Setup Bangladesh

Avoid costly administrative delays and legal errors during private limited company formation:

01

Name Rejection Delays

Proposed company names can be rejected if too similar to existing registered entities or restricted trademarks. We perform prior RJSC trademark and entity registry searches to ensure 100% name approval.
02

Complex MOA Object Clauses

Improperly drafted Memorandum object clauses limit future business activity and operational expansion. Our legal team drafts comprehensive, forward-looking MOA/AOA clauses aligned with NBR & BIDA rules.
03

Encumbrance in Capital Remittance

Foreign investors face delays in obtaining Encashment Certificates for foreign equity inbound transfers. We coordinate directly with authorized dealer banks to expedite foreign exchange encashment certificates.
04

Post-Incorporation License Delays

Incorporation alone is insufficient to trade without Trade License, TIN, BIN, and ERC permits. We provide immediate post-registration licensing execution within 5 business days.

You can tackle these problems without hassle when you work with Bangladesh Consultant.

Consult With Us
STATUTORY COMPLIANCE

Documents Required for Private Limited Company Registration in Bangladesh

Criterion 01

Minimum 2 Shareholders

A Private Limited Company requires between 2 to 50 shareholders (individual or corporate).

Criterion 02

Minimum 2 Directors

Requires at least 2 directors aged 18+ years. Directors can be foreign nationals or local residents.

Criterion 03

Registered Address

A physical office address within Bangladesh is mandatory for statutory notice serving.

Criterion 04

Minimum Authorised Capital

Standard authorised capital starts from BDT 1,00,000 with no maximum ceiling.

Criterion 05

Annual RJSC Returns

Mandatory filing of Form Schedule X, Balance Sheet, and Audited Accounts annually.

WHY CORPORATES & INVESTORS TRUST US

Proven Expertise in Corporate Setup & Regulatory Compliance

Delivering reliable statutory advisory, seamless registrations, and zero-penalty compliance for local and international businesses across Bangladesh.

11+

Years of Advisory Excellence

Over a decade of trusted experience navigating Bangladesh's corporate, tax, and labor legislation.

100+

Enterprise Entities Formed

From 100% foreign-owned LLCs to joint ventures, branch offices, and commercial establishments.

100%

On-Time Statutory Compliance

Flawless track record in NBR tax/VAT filings, RJSC annual returns, and trade license renewals.

37+

Specialized B2B Services

Full spectrum coverage across Entity Formation, Payroll & EOR, Accounting, Licensing, and Advisory.

Verified Statutory Accreditation
RJSC Bangladesh
Authorized Incorporation Advisory
National Board of Revenue
Registered Tax & VAT Practitioners
BIDA Coordination
Foreign Investment Facilitation
IFRS / BAS Standard
Audit-Ready Financial Management
RELATED ADVISORY SERVICES

Explore Relevant Advisory & Compliance Services

Discover our comprehensive suite of entity setup, tax, accounting, licensing, and corporate solutions in Bangladesh.

FREQUENTLY ASKED QUESTIONS

Frequently Asked Questions (FAQs)

How does Bangladesh Consultant support foreign investors in setting up businesses in Bangladesh?

We provide end-to-end guidance including company incorporation, BOI/BIDA registration, trade licensing, tax/VAT setup, bank account opening, and ongoing statutory compliance.

What specific incentives does the Government of Bangladesh offer to foreign investors?

Incentives include tax holidays, 100% foreign equity ownership, full repatriation of capital and profits, duty exemptions on capital machinery imports, and accelerated approvals in Special Economic Zones (EZ) and Hi-Tech Parks.

How does Bangladesh Consultant help with tax and VAT compliance?

Our licensed tax consultants and lawyers manage corporate tax filings, VAT registration (BIN), monthly VAT returns (Mushak 9.1), withholding tax calculations, transfer pricing, and litigation representation before the NBR and Appellate Tribunal.

Does Bangladesh Consultant offer corporate secretarial services?

Yes, we handle annual secretarial filings, RJSC return submissions (Schedule X, Form XII), share transfer approvals, director appointments, AGM drafting, and statutory minute book maintenance.

How long does company registration typically take in Bangladesh?

The standard timeline through the digital RJSC portal is approximately 2 to 4 weeks, depending on government name clearance approval, capital encashment certificate issuance, and document verification.

Have a specific legal or regulatory question? Our senior corporate advisors are available for direct 1-on-1 consultations.
Ask Our Experts
GET IN TOUCH

Let's Discuss Your Business & Financial Needs

Have a question about company formation, tax compliance, or payroll in Bangladesh? Reach out to our consultants today for immediate assistance.

Our Head Office

H-5, Road 9, Gulshan Lake View, Gulshan, Dhaka-1212, Bangladesh

Call Us Direct

+88 01973 689 170

Send Email

info@bangladesh-consultant.com

Send Us a Message