Foreign Company Incorporation Process in Bangladesh: A Complete Guide

Why Choose Bangladesh for Company Incorporation?

Bangladesh offers a dynamic business environment with competitive labor costs, strategic geographical positioning, abundant natural resources, and investor-friendly policies. Whether you’re a local entrepreneur or a foreign investor, understanding the legal framework and registration procedures is essential for a smooth incorporation process.

 

Step-by-Step Guide to Foreign Company Registration in Bangladesh

A Private Limited Company is a popular business structure in Bangladesh, offering limited liability, operational flexibility, and 100% foreign ownership (subject to sectoral restrictions). Below is a structured process to incorporate your business seamlessly.

 

Benefits of Incorporating a Private Limited Company

  • Legal Identity: A distinct legal entity separate from its owners.
  • Limited Liability: Shareholders’ liability is restricted to their investment.
  • Perpetual Succession: Company operations continue despite changes in ownership.
  • Business Flexibility: Ideal for startups and foreign investors.
  • Ease of Share Transfer: Ownership can be transferred among members.
  • Minimal Capital Requirement: Low entry barriers for registration.

 

Requirements for Foreign Company Registration in Bangladesh

  • Name Clearance: Approval from the Registrar of Joint Stock Companies & Firms (RJSC).
  • Directors & Shareholders: Minimum of 2 directors and 2 shareholders, with a maximum of 50.
  • Foreign Shareholding: 100% foreign ownership is allowed.
  • Minimum Investment: At least BDT 10 per shareholder.
  • Registered Address: Must be in Bangladesh.
  • Regulatory Compliance: Annual financial audits, tax filings, and statutory meetings are mandatory.

 

Foreign Company Incorporation Process in Bangladesh (2025 Update)

Step 1: Name Approval

Submit an application through the RJSC online portal for company name clearance (valid for 30 days).

Step 2: Drafting Legal Documents

Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), along with:

  • Form I – Declaration of company registration.
  • Form VI – Notice of registered office location.
  • Form IX – Consent of directors.
  • Form XII – Details of directors and managing agents.

Step 3: Open a Bank Account

Establish a temporary non-operating bank account for inward remittance of foreign capital. Obtain an Encashment Certificate from the bank.

Obtaining Encashment Certificate for Foreign Shareholders in Bangladesh

A foreign shareholder is required to remit their share subscription funds to a temporary bank account opened in the name of the proposed company during the incorporation process. Once the required paid-up capital has been deposited into this account, the bank will issue an encashment certificate, which must then be submitted to the Registrar of Joint Stock Companies and Firms (RJSC) for the issuance of shares to foreign investors in Bangladesh.

 

To learn more about this process, please visit This Article>

 

Step 4: Submit Documents to RJSC

Upload the MOA, AOA, Encashment Certificate, and forms to RJSC’s online portal for final approval.

 

Step 5: Post-Incorporation Licenses & Compliance

 

Upon approval, you will receive:

  • Incorporation Certificate
  • MOA & AOA Copies
  • Certified Director Particulars (Form XII)

 

Additional Licenses:

  • Trade License – Issued by local city corporations.
  • Tax Identification Number (E-TIN) – Required for taxation.
  • VAT Registration (BIN) – Mandatory for limited companies.
  • Import/Export Registration Certificate – If engaging in international trade.

 

Liabilities & Compliance for Private Limited Companies

  • Annual General Meeting (AGM): Must be held yearly.
  • Statutory Auditor Appointment: Financial reports must be audited annually.
  • Tax Returns Filing: Corporate tax returns must be submitted as per fiscal regulations.
  • To know more about Company Secterial Services, [click here]

 

Taxation for Private Companies in Bangladesh

Bangladesh’s corporate tax structure varies based on business type:

Business Type Corporate Tax Rate
Publicly Traded Companies 25%
Non-Publicly Traded Companies 27.5%
Banks & Financial Institutions 37.5% – 40%
Mobile Network Operators 40% – 45%
One Person Company (OPC) 22.5%
  • Tax Exemptions: Available for specific industries and business locations.
  • Minimum Tax: Typically 0.6% of gross revenue, payable annually.

 

Special Cases: Investment in Kind

While Bangladesh Companies Act 1994 does not explicitly outline regulations for investment in kind (e.g., machinery, equipment), such transactions require specific approvals and documentation between vendors and shareholders.

Pros & Cons of Private Limited Company in Bangladesh

Pros:

✔ 100% foreign ownership allowed ✔ Tax incentives for certain industries ✔ Eligibility to hire foreign employees ✔Access to banking and financial services ✔ Limited liability for shareholders

Cons:

✘ Annual auditing costs can be high ✘ Compliance is stricter than sole proprietorships ✘ Dividend and corporate tax obligations

 

Conclusion

Setting up a foreign company in Bangladesh is a straightforward process if you follow the legal steps and compliance requirements. With a stable economy, pro-investment policies, and tax incentives, Bangladesh is a favorable destination for foreign investors looking to establish a business. Whether you are looking for Bangladesh company registration for foreigners or want to incorporate a company in Bangladesh, having expert guidance can streamline the process.

For professional assistance in setting up a foreign business in Bangladesh, contact us today!

Contact Us Today

For more details or to schedule a consultation, reach out to us at:

📞 Phone/WhatsApp: +8801753718223
📧 Email: [email protected]
🌐 Website: LegalSeba.com/book-now

Let LegalSeba LLP be your trusted partner in handling your business incorporation and operation in Bangladesh efficiently, ensuring compliance and peace of mind for your business and personal assets.

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