Company Registration in Bangladesh is the first step for starting a limited company in the country. Large businesses are typically formed as a limited company, where two or more entrepreneurs join together to run the business. Most companies in Bangladesh are registered as a private limited company (also known as a private limited liability company). In a private limited company, shareholders are not personally liable for the company’s debts beyond the amount of share capital they have individually contributed. Under the Companies Act, 1994, any adult (18 years or older) — whether a local or foreign citizen — can become a director or shareholder of a company in Bangladesh.
Quick Facts: Company Registration in Bangladesh
– Governing Law: Companies Act, 1994
– Registering Authority: RJSC (Registrar of Joint Stock Companies and Firms)
– Minimum Age for Director/Shareholder: 18 years
– Private Limited Company: Minimum 2, Maximum 50 shareholders/directors
– Public Limited Company: Minimum 7 shareholders, no maximum limit (subject to shares)
– Foreign Ownership: 100% allowed in most sectors
– Foreign Shareholder Requirement: Encashment Certificate from a scheduled bank confirming remittance
– Registered Office in Bangladesh: Mandatory
The first step in company formation is obtaining Company Name Clearance for the proposed company name from the RJSC (The Registrar of Joint Stock Companies and Firms). Once RJSC approves the name, a Name Clearance Certificate is issued. The next steps involve drafting the Memorandum of Association and Articles of Association, paying the government fees at a scheduled bank, and submitting all documents to the RJSC to receive the Certificate of Incorporation.
After completing company registration, the paid-up capital must be deposited in a company bank account. If all shareholders are Bangladeshi, this is a straightforward deposit. If there are foreign shareholders, the proposed company can open a temporary bank account (using the Name Clearance Certificate) at any scheduled bank in Bangladesh to receive the equivalent share capital remitted from abroad. The bank will then issue an Encashment Certificate confirming the foreign remittance, which is required by RJSC to complete incorporation for companies with foreign shareholders.
In general, a company in Bangladesh can be one of two types: a public limited company or a private limited company. A private limited company must have at least 2 and at most 50 shareholders/directors. A public limited company must have a minimum of 7 shareholders, with no upper limit. Both joint venture ownership (local and foreign shareholders) and 100% foreign shareholding are permitted in Bangladesh. A company can issue new shares or transfer existing shares to bring in new shareholders at any time, through a board resolution passed by the directors.
Essential Documents and Information for Company Registration in Bangladesh
- – Full names of all Shareholders, Directors, Chairman, and Managing Director
- Father’s and Mother’s names of all Directors and Shareholders
- Present and permanent address of Shareholders, Directors, Chairman, and Managing Director
- TIN Certificate (Taxpayer’s Identification Number) for Bangladeshi shareholders — not applicable for foreign shareholders
- NID (National ID / Voter ID) card for Bangladeshi citizens
- Cell phone number of Shareholders, Directors, Chairman, and Managing Director
- Email address of Shareholders, Directors, Chairman, and Managing Director
- Number of shares held by each Shareholder, Director, Chairman, and Managing Director
- Qualifying shares of each Director
- Clear designation of who serves as Shareholder, Director, Chairman, and Managing Director
- Paid-up capital and Authorized capital of the company
- Passport number (mandatory for foreign nationals; also usable by Bangladeshis without an NID)
- Proof that foreign investment funds have been remitted from abroad (for foreign shareholders)
- Joint Venture Agreement, if forming a joint venture company
There is no fixed minimum or maximum share capital requirement for a joint stock company in Bangladesh, although manufacturing companies typically need larger capital to set up machinery and equipment. A public limited company can be listed on the stock exchange to sell its shares to the public.
To open a company in Bangladesh, a private limited company requires a minimum of 2 and a maximum of 50 shareholders/directors, while a public limited company requires a minimum of 7 shareholders with no fixed upper limit. In both cases, having a registered office address in Bangladesh is mandatory for company formation.
After receiving the Certificate of Incorporation, businesses typically obtain a Trade License from the local authority — such as Dhaka City Corporation, a Municipal authority, or a Union Council for rural areas — to begin operations. Businesses involved in import and export must also obtain an Import Registration Certificate (IRC) and Export Registration Certificate (ERC) from the Office of the Chief Controller of Imports & Exports (CCI&E).
For businesses looking to trade internationally, the Export Registration Certificate and the Import Registration Certificate are essential first steps. The VAT Registration Certificate and TIN Certificate are also required for most local, international, and multinational businesses, and certain business types may require additional permission from the relevant government ministry.
Most large-scale businesses in Bangladesh require an Incorporation Certificate issued by the RJSC, which is the sole legal authority for Company Registration in Bangladesh. Beyond incorporation, RJSC also handles the Company Share Transfer, Company Share Allotment, Winding up, and Annual Return submissions. It additionally oversees Society Registration (under the Societies Registration Act, 1860), Partnership Registration (under the Partnership Act, 1932), and Trade Organization Registration (under the Trade Organisations Ordinance, 1961) — along with Joint Venture Company Registration, Foreign Company Registration (allowing 100% foreign ownership), and the registration of Branch and Representative Offices for foreign companies.
