Key Legal Documents for Company Registration in Bangladesh: Complete Checklist (2026)
Preparing and executing the correct legal paperwork is the single most critical phase of company incorporation in Bangladesh. Submitting incomplete, improperly executed, or conflicting documents to the Registrar of Joint Stock Companies and Firms (RJSC) inevitably leads to administrative rejections, portal delays, and additional costs.
This guide outlines the mandatory statutory documents, subscriber identification requirements, foreign investment paperwork, and post-incorporation licenses needed to successfully establish a Private Limited Company in Bangladesh.
1. Primary Statutory Incorporation Documents
Under The Companies Act, 1994, specific constitutional and statutory documents must be drafted, executed by subscribers, and filed with the RJSC:
┌─────────────────────────────────────────────────────────┐
│ MANDATORY STATUTORY FILINGS │
├───────────────────────────┬─────────────────────────────┤
│ Memorandum of Association │ Defines Company Objects │
├───────────────────────────┼─────────────────────────────┤
│ Articles of Association │ Governance & Share Rules │
├───────────────────────────┼─────────────────────────────┤
│ Statutory Form I │ Declaration of Compliance │
├───────────────────────────┼─────────────────────────────┤
│ Statutory Form IX │ Director Consent to Act │
├───────────────────────────┼─────────────────────────────┤
│ Statutory Form XII │ Particulars of Directors │
└───────────────────────────┴─────────────────────────────┘| Statutory Document | Regulatory Purpose & Requirements |
|---|---|
| Memorandum of Association (MoA) | Outlines the core objectives, authorized capital structure, and operational scope of the business. The subscriber page must be executed by all founding shareholders. |
| Articles of Association (AoA) | Sets out internal rules, board meeting quorum, director appointment procedures, share transfers, and voting rights. |
| Form I (Declaration of Incorporation) | A formal legal declaration affirming that all statutory incorporation prerequisites under the Companies Act, 1994, have been satisfied. |
| Form IX (Consent of Directors) | Official consent signed by each proposed director confirming their willingness to act in the management of the company. |
| Form XII (Particulars of Directors) | Detailed statutory disclosure of every director’s full name, address, nationality, occupation, National ID/Passport number, and tax details. |
2. Personal & Entity Identification Documents
Every subscriber (shareholder) and director must provide verified personal identification and tax documents during online portal submission:
For Bangladeshi National Directors & Shareholders
National ID (NID) Card: Mandatory copy for identity verification.
Electronic Tax Identification Number (e-TIN): 12-digit e-TIN certificate issued by the National Board of Revenue (NBR).
Passport Photos: Recent passport-sized color photographs.
For Foreign National Directors & Shareholders
Passport Copy: Valid passport copy (notarized or certified).
Passport Photos: Recent passport-sized photographs.
Tax Status: Foreign non-resident shareholders do not require a local Bangladeshi NID or e-TIN to hold equity in a private limited company.
For Corporate Shareholders (Holding Companies)
Board Resolution: Executed resolution from the parent company authorizing equity investment and nominating an official representative.
Certificate of Incorporation & Articles: Certified corporate documents of the parent company.
3. Special Documents for Foreign Direct Investment (FDI)
When a foreign individual or overseas entity holds shares in a Bangladeshi private limited company, specific banking documents are required to prove inward equity remittance:
1.1. Name Clearance Certificate:RJSC Portal.
Obtain official RJSC Name Clearance reserving the proposed entity title.
2.2. Temporary Bank Account Setup:Authorized Dealer Bank.
Open a temporary "Name Clearance" bank account with a scheduled bank in Bangladesh to receive capital funds from overseas.
3.3. Inward Capital Wire Transfer:Remittance Execution.
Transfer the foreign equity investment directly into the temporary bank account via official banking channels.
4.4. Official Encashment Certificate:Bank Issuance.
Obtain an official Bank Inward Remittance Encashment Certificate confirming that foreign funds have arrived and been converted into BDT for equity subscription. This document must be submitted to the RJSC.
4. Post-Incorporation Operational Licensing Documents
Once the RJSC issues the digital Certificate of Incorporation, certified MoA, AoA, and Form XII, the company must apply for operational permits before commencing commercial activities:
| Operational Permit | Granting Authority | Key Required Documents |
|---|---|---|
| Entity e-TIN | NBR Portal | Incorporation Certificate, MoA/AoA, Director NIDs. |
| Commercial Trade License | City Corporation / Local Municipality | Registered office lease agreement, premises tax receipts, Incorporation Certificate, Director photos. |
| VAT BIN Certificate | NBR VAT Online | e-TIN, Trade License, Incorporation Certificate, corporate bank account details. |
| Fire & Environment Permits (Sector-Specific) | Fire Service / Dept. of Environment | Layout plans, trade license, premises ownership or lease documentation. |
5. Critical Pitfalls & Common Mistakes
Legal Advisory: Small spelling errors between NIDs, Passports, and statutory forms cause automated RJSC portal rejections.
Name Inconsistencies: Mismatches in director names across NID, E-TIN, and Form IX/XII will halt the RJSC approval process.
Vague MoA Object Clauses: Omitting core or future business activities in the MoA requires formal legal amendments to fix later.
Uncertified Foreign Papers: Overseas corporate resolutions or foreign passports must be notarized and properly authenticated before submission.
Strategic Legal Support for Your Business Formation
Preparing incorporation documentation requires precise drafting and regulatory knowledge to ensure full legal compliance.
At The Justice Corner, our corporate law specialists assist local entrepreneurs and foreign corporations with MoA/AoA drafting, RJSC submissions, FDI banking documentation, and operational licensing.
Contact us today to receive a tailored document review and consultation for your enterprise.