How to Register a Private Limited Company in Bangladesh 2026
Starting a business in one of Asia’s fastest-growing economies is a strategic move, but navigating the legal landscape requires precision. In Bangladesh, company registration is governed by The Companies Act, 1994 and managed by the Registrar of Joint Stock Companies and Firms (RJSC).
As a premier legal firm, The Justice Corner has drafted this definitive guide to help entrepreneurs and foreign investors transition from a business idea to a legally incorporated entity.
Core Requirements for Incorporation
Before hitting the RJSC portal, ensure you meet these foundational legal criteria:
- Shareholders: Minimum of 2 and a maximum of 50.
- Directors: Minimum of 2 directors. They must be at least 18 years old. Directors can also hold shares.
- Paid-up Capital: While the law allows a minimum of 1 Taka for local companies, we recommend USD 50,000 for foreign-owned entities. This threshold is crucial for securing investor visas and ensuring smooth profit expatriation.
- Registered Office: You must have a physical, verifiable address within Bangladesh.
Step-by-Step Registration Process
The RJSC has digitized much of the process. Here is the workflow:
Name Clearance
The first step is securing a unique name. Apply via the RJSC portal.
- Cost: BDT 200–600 per name.
- Validity: Once cleared, the name is reserved for 30 days.
Bank Account & Capital Deposit
You must open a temporary "non-operating" bank account in the proposed company name.
For Foreign Investors: You must remit the paid-up capital into this account to receive an Encashment Certificate. This document is mandatory for RJSC verification.
Drafting Articles (MoA & AoA)
These are the "constitutions" of your company.
- Memorandum of Association (MoA): Outlines the company’s objectives and powers.
- Articles of Association (AoA): Defines the internal management regulations.
Note: These must be printed on non-judicial stamp paper.
Online Submission & Fees
Upload the MoA, AoA, and required RJSC forms (Form I, VI, IX, X, XII) to the portal. You will then generate a payment slip for government registration fees.
Incorporation Certificate
After the RJSC verifies the documents, they will issue:
- Certificate of Incorporation
- Certified MoA and AoA
- Form XII (List of Directors)
Post-Registration Essentials (Mandatory Licenses)
Incorporation is just the beginning. To operate legally, you must obtain:
- Trade License: From the respective City Corporation or Union Parishad.
- E-TIN: An electronic Tax Identification Number from the National Board of Revenue (NBR).
- VAT Registration (BIN): Mandatory depending on your annual turnover.
- BIDA Registration: Highly recommended for foreign investors to facilitate work permits and profit repatriation through the Bangladesh Investment Development Authority.
Estimated Costs of Registration
The government fees are progressive, meaning they increase based on your Authorized Capital.
| Expense Category | Estimated Cost (BDT) |
|---|---|
| Stamp Duty | Approx. BDT 2,500+ (for capital up to 10 Lakh) |
| Filing Fees | Scales with Authorized Capital |
| Total Official Cost | BDT 15,000 – 30,000 (for small companies) |
Note: The figures above exclude professional legal or consultancy fees.
Why Professional Legal Assistance Matters
While the process is digitized, errors in drafting the MoA or choosing the wrong business objects can lead to delays or future litigation. At The Justice Corner, we specialize in:
- Drafting customized Articles of Association.
- Facilitating foreign capital encashment.
- Securing secondary licenses (Trade, TIN, BIN, BIDA).
Ready to start your journey? Contact The Justice Corner today for a seamless incorporation experience.
Here are the Frequently Asked Questions (FAQs) specifically designed for your blog at The Justice Corner. These are optimized with "Short Answer" snippets that Google loves to display as featured snippets.
Frequently Asked Questions (FAQ)
Q1: What are the minimum requirements to register a Private Limited Company in Bangladesh?
A: You need at least two shareholders and two directors (who can also be shareholders). Directors must be at least 18 years old. You also need a unique company name cleared by RJSC and a physical office address in Bangladesh.
Q2: How long does it take to register a company in Bangladesh?
A: Once all documents (MoA and AoA) are prepared and submitted to the RJSC portal, it typically takes 3 to 7 working days to receive the Certificate of Incorporation, provided there are no queries from the Registrar.
Q3: Can a foreigner own 100% shares of a company in Bangladesh?
A: Yes. Foreign investors can own 100% of a Private Limited Company in most sectors. However, for foreign-owned entities, a minimum paid-up capital of USD 50,000 is recommended to facilitate investor visas and profit repatriation.
Q4: What is the cost of registering a Private Limited Company in Bangladesh?
A: The government fees depend on your Authorized Capital. For a small company (up to BDT 10 Lakh capital), the official government fees and stamp duty typically range between BDT 15,000 to BDT 25,000.
Q5: What documents are mandatory for local directors? A: Local directors must provide a copy of their National ID (NID), a recent Passport-sized photograph, and a personal E-TIN certificate.
Q6: Is a Trade License included in the company registration?
A: No. After receiving the Certificate of Incorporation from RJSC, you must separately apply for a Trade License from the local City Corporation or Union Parishad to legally start your business operations.
Q7: Do I need a physical office to register a company?
A: Yes. A registered physical address within Bangladesh is mandatory. You will need to provide the address details during the online application process.
Q8: What are MoA and AoA?
A: The Memorandum of Association (MoA) states the company's objectives (what the business will do), while the Articles of Association (AoA) contains the rules for internal management and director powers.