Company Incorporation in Bangladesh: Comprehensive Guide for Private Limited Company Registration

For a private limited company, there should be minimum of two shareholders.

For a private limited company, the minimum requirement is to have two directors.

Generally, there is no requirement of a resident/local director. However, to open a bank account, one director must be physically present.

As to limitation on capital amount; there is no limit on authorized or paid-up capital amount. However, it is suggested to have, at least, the authorized capital of BDT equivalent to USD 50000 for other legal purposes & paid-up capital as required to operate your business as you think proper.

There are no such guidelines; however, in practice, it is suggested.

Please note that, if the Company House finds the name (for which application for name clearance has been filed) similar to the name of any other existing company then the Company House shall suggest proceeding with a different name.

Yes, it is mandatory to have a registered address for the company.

Yes, we provide virtual office addresses on a yearly basis if required.

• 3 proposed names for the proposed company
• Signed documents (MOA AOA, and others)
• Particulars of the shareholders and directors (i.e. addresses, passport copies, email address, contact number, national identity, e-TIN, and other information)
• Encashment Certificates (upon remitting the paid-up capital amount to the temporary bank account in Bangladesh the concerned bank shall issue the Encashment Certificate). It is only required for the foreign nationals & entities.

Therefore, it is suggested to start the processing right after obtaining the name clearance.

• Any other things if asked by the Company House depending on the nature of the company.

No; there are no such prior requirements. However, for manufacturing companies, it is advisable to start the process with BIDA.

Foreign entities or persons need to send the entire amount of his/her paid-up capital to a proposed bank account or temporary bank account of the company right after the name clearance. The encashment certificate is required to get a company incorporation approval from Company House.

This process is not required for the local share subscribers.

Authorize capital refers to the amount that a company is authorized to raise from its present and future shareholders. Paid-up capital denotes the amount that the shareholders are going to invest at the time of incorporation of the company.

Example: The authorized capital of XYZ Limited is 1 core divided by 1 lac shares with tk. 100 per share value. 3 shareholders started the company with the paid-up capital 30 lac taka with equal shareholding. Every shareholder owns 33.3% of the company holding 10,000 shares each. The company now wants to raise more from its shareholder. However, now they can raise up to 70 lac from the current shareholders or future shareholders since their authorized capital is tk. 1 crore. To raise more than 70 lac, the company needs to apply to the Company House to increase its authorized capital limit by paying extra fees.

No.

For a private limited company, it is not mandatory to appoint the company secretary in Bangladesh.

Step 1: 1-2 working days to get name clearance

Step 2: 3-7 working days from filing the application.

Step 3: To get the certificate of incorporation, 1 week or less from filing the complete application provided all the documents are ready

Note that the process is a little different for foreign entities. Usually, it takes around 30-40 days to complete the process including the proposed bank account opening.

In order to operate the business, the company needs to obtain relevant permits, licenses, approvals, and clearances from different governmental authorities. These permits, licenses, approvals, and clearances shall depend on the nature of business and industry like environment clearance, factory permission, fire certificate etc.

Most common licenses is Trade License, The Trade License needs to be obtained from a relevant city corporation or union Parishad.

TIN (Tax Identification Number) Certificate,and VAT (Value Added Tax) Registration Certificate. For the TIN and VAT Registration, the concerned authority is the relevant department under the National Board of Revenue (NBR) & Customs & VAT Commissonerate.

Once a company gets:

1. Company Incorporation Certificate
2. Trade License
3. TIN Certificate
4. VAT Registration Number
5. Finally, the Bank Account
6. Any membership/license approval with the concerned business sector (if required)

The company shall be completely ready to operate in Bangladesh.

Yes, a certain procedure shall have to follow in case of the following issues:

1. Election and removal of directors
2. Appointment of auditors
3. Investment in associated entities
4. Increase in share capital
5. Dividend declaration, etc.

1. Annual Return

Each year, an Annual General Meeting must be held. The meeting must be conducted within 18 months of company.

2. Regular Corporate Filling:

In case of any specification change in the shareholding structure or board of directors or any other change, a relevant return must be filed with the RJSC (Company House) within a certain period of time.

• Updated Trade License
• Certificate of Incorporation
• AOA & MOA of the company
• Board resolutions regarding bank opening on company letterhead pad
• Picture & NID of those who will operate the bank account
• Minimum Balance
• TIN of the company
• Seal in the name of the Managing Director, Chairman, Director
• VAT Certificate (BIN) is not required in the beginning.

A company is an entity & it can own several businesses in different names in compliance with the Memorandum of the company.

If it wishes to carry a different business that is not mentioned in the memorandum of the company, the company needs to apply with the High Court to add that category.