Starting a company in Bangladesh is more approachable than most people expect. The rules are clear, the process runs mostly online now and a private limited company gives founders the legal protection and credibility they need to grow. The catch is that the steps involve several government bodies and missing one can stall the whole thing.
This guide walks through every part of the process, from picking a name to the licenses a company needs after it is born. It pulls the details straight from the official sources so readers can act on them with confidence. By the end, anyone should understand exactly what registration involves, what it costs, how long it takes and what comes next.
A quick note before diving in. Rules and fees in Bangladesh do get updated through the annual Finance Act and various regulatory circulars. The links in this guide point to primary government sources so readers can always confirm the current position. For anything tied to a specific business or investment, professional advice is the safe route.
A private limited company is a separate legal entity from the people who own it. That single idea drives most of its appeal. The company can own assets, sign contracts, sue and be sued in its own name. The owners, called shareholders, are only liable up to the value of the shares they hold. So, if the business runs into debt, the personal assets of the owners stay protected.
This structure is under the Companies Act, 1994, the main law that governs companies in Bangladesh. The Registrar of Joint Stock Companies and Firms (RJSC) is the authority that registers companies and keeps the official records. Every private limited company in the country lives in the RJSC database.
A few defining features set this entity type apart:
These traits make it the most common business form in Bangladesh for startups, small and medium enterprises, family businesses and foreign-owned ventures alike.
The private limited company tends to win out over a sole proprietorship or partnership for a handful of practical reasons.
Limited liability is the big one. Owners risk only what they put into the company, not their homes or savings. A sole proprietor, by contrast, carries the full weight of business debts personally.
Raising money is easier too. Banks and investors take a registered company more seriously and the company can bring in new shareholders or apply for loans against a clear ownership structure. Credibility follows the same line. Suppliers, corporate clients and overseas partners generally trust a registered Ltd. over an informal setup and many tenders are open only to registered companies.
The structure also lasts. Because the company is its own legal person, it does not dissolve when owners change. That stability matters for long-term contracts and for passing a business to the next generation.
A little preparation here prevents most delays. RJSC will not move forward unless the people, the capital and the address all check out.
A private limited company needs a minimum of 2 shareholders and a maximum of 50. It also needs at least 2 directors. The same person can be both a shareholder and a director, which is common in small companies.
Directors must be at least 18 years old and of sound mind and they cannot be undischarged insolvents. Nationality is open. Both Bangladeshi citizens and foreign nationals can serve as directors and hold shares. For a fully foreign-owned company, the directors can all be foreigners.
Each director and shareholder needs identity documents ready. A Bangladeshi citizen uses a National ID. A foreign national uses a passport copy. Recent passport-size photographs and contact details round out the set.
Two capital figures show up on every company file and people mix them up constantly.
Authorized capital is the maximum value of shares the company is allowed to issue, as stated in its Memorandum of Association. Paid-up capital is the amount the shareholders actually put in and hold shares against. A company might set authorized capital at BDT 1 crore but start with only BDT 10 lakh paid up. The authorized figure is a ceiling and the company can issue more shares later up to that limit.
There is no statutory minimum paid-up capital for a locally owned company. A business can technically start with a token amount. In practice, many founders set paid-up capital around BDT 1,00,000 because banks and counterparties expect to see a reasonable figure. Foreign-owned companies face a separate, higher expectation, covered later in this guide.
The authorized capital figure matters for cost, because government registration fees and stamp duty scale with it. A higher authorized capital means a higher one-time fee at registration.
Every company needs a local address in Bangladesh as its registered office. This is the official address for all government correspondence. It can be a commercial space or, in many small-business cases, a residential or shared address, as long as it is a real and reachable location inside the country.
The proposed name has to be unique and not too close to an existing registered or reserved name. A few rules guide the choice:
Picking two or three backup names is wise, since the first choice is not always available.
With the basics in hand, the formation itself runs through a clear sequence at RJSC. The application and most payments happen on the RJSC portal at www.roc.gov.bd.
Name clearance is the gate to everything else. The promoters apply online through the RJSC portal for the proposed name and pay the small name clearance fee. RJSC checks the name against its records and if it does not clash with an existing entity, issues a name clearance.
Only one name is cleared per application, so the system reserves the approved name for the new company. That reservation stays valid for 30 days. The registration application must be filed within that window, or the name has to be cleared again. A short extension is possible for a small fee if more time is needed.
These two documents are the constitution of the company.
The Memorandum of Association (MoA) states what the company is and what it intends to do. It carries the company name, the registered office location, the objects or business activities, the authorized capital and the list of subscribers with the shares each one takes. The objects clause deserves real attention, because it sets the boundaries of what the company can legally do. Drafting it broadly enough to allow future expansion saves an amendment later.
The Articles of Association (AoA) set the internal rulebook. They cover how directors are appointed and removed, the powers of the board and the managing director, how shares are transferred, how meetings run and how decisions get made. Most companies adopt a standard template in line with the Companies Act, 1994, but the document should still be adapted to reflect the actual ownership structure and management arrangements of the company.
One point worth flagging: a few regulated activities, such as banking, insurance, finance, schools and hospitals, need prior approval from the relevant regulator before the company can register for that purpose. Most ordinary businesses do not.
Alongside the MoA and AoA, RJSC requires a set of prescribed forms for a private company. The core ones are:
The current versions of these forms are available through the RJSC portal. The Memorandum and Articles go in as the original plus two copies, along with the evidence of name clearance.
The MoA and AoA must carry stamp duty before submission. Stamp duty is set under the Stamp Act and is based on the authorized capital of the company. Payment is made through a treasury challan to Bangladesh Bank or a designated bank and the special adhesive stamps are affixed to the documents.
Stamp duty amounts have changed over the years and scale with the authorized capital, so the exact figure depends on the company's chosen capital and the current schedule. The amount and the registration fee can both be estimated using the RJSC Fee Schedule Calculator on the ACE Advisory regulatory library, which is the simplest way to get a current number before paying.
A company with foreign shareholders has one extra step here. The foreign capital must enter Bangladesh through proper banking channels. The promoters open a temporary bank account in the proposed company name. The share money must be transferred in the name of the foreign shareholders into the bank account and the remittance should be tagged as "Equity Investment" on the SWIFT message while transferring the fund.
The bank then issues an Encashment Certificate confirming the inflow. That certificate is mandatory proof for RJSC that the foreign capital arrived legally. Receipt of the funds usually takes a couple of business days once the transfer is sent.
Locally owned companies skip this step and simply confirm their capital arrangement with their bank.
With the signed and stamped MoA and AoA, the completed forms and the name clearance, the promoters file the registration application on the RJSC portal and pay the registration fee. Like stamp duty, the registration fee scales with authorized capital, plus a small per-document filing fee.
RJSC then reviews the application. If anything is incomplete or inconsistent, the office sends it back for correction. Clean applications move through faster, which is why careful drafting up front pays off.
Once RJSC is satisfied, it issues the Certificate of Incorporation. That certificate is the legal birth of the company. From this point, the company exists and can begin setting up its operations, subject to the licenses described in the next section.
After approval, RJSC makes the following available as evidence of registration:
These documents become the foundation for everything that follows, including the bank account and tax registrations.
For a straightforward, locally owned company with documents in order, the RJSC stage often wraps up in about 7 to 10 working days. Counting in name clearance and the post-registration licenses, a fuller estimate of two to three weeks is sensible.
A company with foreign shareholders usually runs a bit longer, mostly because of the bank remittance and Encashment Certificate step and any document attestation done abroad. Delays almost always trace back to one of three things: a name that needs reworking, a flaw in the MoA or AoA, or incomplete director details. Tightening those three up fronts is the best way to keep the timeline short.
Total government cost depends almost entirely on the authorized capital. The pieces that make up the bill are:
Because these figures move with the authorized capital and get revised from time to time, quoting a single fixed total here would mislead. The reliable approach is to plug the planned authorized capital into the RJSC Fee Schedule Calculator for a current estimate. On top of government fees, founders usually budget for professional drafting of the MoA and AoA and for help with the filings, which is where most of the variable cost sits.
The Certificate of Incorporation makes the company legal, but it cannot trade properly until a few more registrations are in place. These are the standard ones.
A Trade License is the local permit to actually do business. It comes from the city corporation, municipality, or union parishad covering the company's registered address. In Dhaka, for example, the relevant body is Dhaka North or Dhaka South City Corporation depending on location. The application asks for the incorporation certificate, the MoA & AoA, proof of address and photo of the Trade License representative along with their NID/Passport copy. Trade Licenses are renewed every year during July to September upon expiry on 30 June each year.
Every company must have its own TIN, separate from the personal TINs of its directors. The TIN is needed to open the corporate bank account, file the company's income tax return and apply for VAT registration.
Registration is free and runs online through the NBR e-TIN portal. The company submits its incorporation details and the system issues the 12-digit e-TIN, often within minutes. Directors who do not already hold a personal TIN should get one too.
Most businesses also register for Value Added Tax and receive a 13-digit e-BIN. This is handled through the NBR VAT online portal. VAT registration is required once turnover crosses the threshold set by the NBR and it is mandatory regardless of turnover for importers, exporters, suppliers to tenders and several other categories. Businesses below the threshold can register voluntarily, which lets them claim input VAT credit.
The BIN is not optional once a company starts issuing tax invoices. Every business-to-business sale by a VAT-registered company must carry a proper Mushak 6.3 tax invoice showing the BIN of both parties, so getting this right early avoids trouble later.
After incorporation, the company opens a permanent corporate bank account in its registered name. Banks typically ask for the incorporation certificate, MoA and AoA, the company TIN, the Trade License, a board resolution authorizing the account and the IDs of directors and authorized signatories. For companies that ran a temporary account for foreign capital, the funds move into the permanent account once it is open.
BIDA registration is required for industrial enterprises, meaning manufacturing and service ventures, especially those with foreign investment. It is the key that unlocks several other approvals, including work permits for foreign staff and the import and export certificates. BIDA registration is not required for purely commercial or trading activities and it does not apply to companies set up inside the special economic zones, export processing zones, or hi-tech parks, which have their own authorities.
The whole process now runs through the BIDA One Stop Service portal, a single-window platform that bundles services from dozens of government agencies. The portal keeps expanding, with services from various directorates being added over time, which steadily reduces the number of separate offices an investor has to visit.
A company that plans to import or export needs an Import Registration Certificate (IRC) or Export Registration Certificate (ERC) from the Office of the Chief Controller of Imports and Exports (CCI&E). For BIDA-registered ventures, these are applied for through the BIDA OSS portal.
Depending on the line of business, extra clearances may apply. A factory might need a fire safety certificate and an environmental clearance. A food business needs a food license. A pharmaceutical, financial, or educational venture answers to its own regulator. Mapping these out early, based on the actual business activity, prevents surprises after launch.
Bangladesh is broadly open to foreign ownership. Up to 100% foreign equity is allowed in most sectors and foreign investors register a private limited company through the same RJSC process as locals. A handful of sectors are restricted or reserved and a few, such as freight forwarding, courier services and advertising, require local ownership, so checking the sector position first is important.
A few points stand out for overseas founders. Foreign capital must come in through banking channels and be documented with an Encashment Certificate, as covered above. Many foreign-owned ventures are expected to bring in a meaningful minimum investment, commonly cited around USD 50,000, particularly where the company will sponsor work permits for expatriate staff. A foreign national working in the company needs a work permit, issued by BIDA for ventures outside the special zones.
The good news on the way out is that Bangladesh allows repatriation of post-tax profits, dividends (after applicable tax deduction) and capital for properly registered foreign investment, subject to the foreign exchange rules administered by Bangladesh Bank. That ability to take money out legally is a big part of what makes the registered route worth following carefully.
Registering a private limited company in Bangladesh comes down to a clear chain of steps: clear the name, draft the Memorandum and Articles, file the forms with stamp duty and fees at RJSC, collect the Certificate of Incorporation and then line up the Trade License, tax and VAT registrations and a corporate bank account. Foreign investors add a capital remittance step and, for industrial ventures, BIDA registration. After that, the work shifts to staying compliant with annual filings and renewals.
None of it is especially hard on its own. The challenge is keeping the pieces straight across several authorities and getting the founding documents right the first time. Founders who prepare their people, capital and name carefully and who use the official portals and fee tools, tend to move through the process without drama.
For tailored help with incorporation, post-registration licensing and ongoing compliance, ACE Advisory supports both local entrepreneurs and foreign investors at every stage of setting up and running a company in Bangladesh.
Disclaimer: This guide is for general information and reflects the position at the time of writing. Government fees, tax rates and procedures change through the annual Finance Act and regulatory updates. Confirm current details against the official sources linked above, or seek professional advice for your specific situation.
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