[et_pb_section fb_built=”1″ admin_label=”section” _builder_version=”4.16″ global_colors_info=”{}”][et_pb_row admin_label=”row” _builder_version=”4.16″ background_size=”initial” background_position=”top_left” background_repeat=”repeat” global_colors_info=”{}”][et_pb_column type=”4_4″ _builder_version=”4.16″ custom_padding=”|||” global_colors_info=”{}” custom_padding__hover=”|||”][et_pb_text admin_label=”Text” _builder_version=”4.27.4″ background_size=”initial” background_position=”top_left” background_repeat=”repeat” global_colors_info=”{}”]<\/p>\n
<\/p>\n
Bangladesh\u2019s competitive business environment, low labour costs, favourable geographical location, abundant natural resources, and supportive policies for foreign investment make it an attractive destination for establishing a business. Whether you are a local entrepreneur or a foreign investor, understanding the legal aspects and registration procedures is crucial for successful company incorporation. This guide provides a detailed, step-by-step overview to help you navigate the process of incorporating a private limited company in Bangladesh with ease.<\/p>\n
<\/p>\n
A private limited company in Bangladesh is a privately held business owned by investors who enjoy limited liability. This structure is ideal for long-term strategies, offering financial confidentiality and operational flexibility. It also allows 100% foreign ownership with a sector-specific limited exception, making it an attractive choice for international investors.<\/p>\n
<\/p>\n
\u2022 Separate Legal Entity<\/strong> \u2013 A private limited company is recognized as a distinct legal entity, independent of its shareholders.<\/p>\n \u2022 Limited Liability<\/strong> \u2013 Shareholders\u2019 financial risk is restricted to their investment in the company.<\/p>\n \u2022 Perpetual Succession<\/strong> \u2013 The company continues to exist even if ownership changes.<\/p>\n \u2022 Legal Protection<\/strong> \u2013 Offers legal safeguards to shareholders against personal liability.<\/p>\n \u2022 Ease of Business Operations<\/strong> \u2013 The process of starting, managing, and closing the business is straightforward.<\/p>\n \u2022 Structured Framework <\/strong>\u2013 Provides a formal business structure suitable for startups and growing ventures.<\/p>\n \u2022 Minimal Paid-Up Capital Requirement <\/strong>\u2013 No significant capital is needed to establish the company.<\/p>\n \u2022 Ease of Share Transfer<\/strong> \u2013 Shares can be transferred among members without complex procedures.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n Required Business Licenses in Bangladesh<\/p>\n Check our following guides:<\/p>\n Foreign Investors’ Entry Option in Bangladesh<\/a>><\/strong><\/p>\n Foreign Investment Guide for Bangladesh<\/a>><\/strong><\/p>\n R<\/strong>equired Business Licenses in Bangladesh><\/strong><\/a><\/p>\n Foreign Investment Facilities in Bangladesh><\/strong><\/a><\/p>\n Foreign Investors’ Exit Option from Bangladesh<\/a>><\/strong><\/p>\n <\/p>\n \u2022 Name Clearance<\/strong> \u2013 Obtain name clearance from the Registrar of Joint Stock Companies (RJSC).<\/p>\n \u2022 Directors Requirement <\/strong>\u2013 A minimum of 2 and a maximum of 50 directors are required. The Directors must be at least 18 years old, of sound mind, and free from malpractice or bankruptcy convictions.<\/p>\n \u2022 Shareholders Requirement <\/strong>\u2013 A minimum of 2 and a maximum of 50 shareholders are needed.<\/p>\n \u2022 Foreign Shareholding<\/strong> \u2013 100% foreign shareholding is permitted.<\/p>\n \u2022 Minimum Investment <\/strong>\u2013 Each shareholder must invest a minimum of BDT 10<\/b>.<\/p>\n \u2022 Registered Address <\/strong>\u2013 The company must have a registered address in Bangladesh.<\/p>\n \u2022 Regulatory Compliance<\/strong> \u2013 Submission of audited accounts, annual returns, and tax filings is required for compliance.<\/p>\n <\/p>\n A private limited company in Bangladesh has specific compliance obligations. It must hold an annual general meeting and appoint a statutory auditor to verify its financial activities. Financial reporting is also required, and the company must file annual income tax returns. To know more about Company Secterial Services, [click here<\/a>]<\/p>\n <\/p>\n An application needs to submit the following information with RJSC https:\/\/roc.gov.bd\/<\/a><\/p>\n Though the Companies Act 1994 does not detail procedures for investment in kind, such as machinery or equipment, this form of investment is common in Bangladesh. To complete this type of investment, the company must be registered with RJSC, and the investor must fill out relevant forms and agreements between vendors and shareholders.<\/p>\n <\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n 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.<\/p>\n <\/p>\n To learn more about this process, please visit This Article><\/a><\/strong><\/p>\n <\/p>\n<\/div>\n<\/div>\n <\/p>\n <\/p>\n The first step in registering a private limited company is to obtain name clearance from the RJSC via its web portal. The name clearance certificate is valid for 30 days.<\/p>\n Prepare and draft the Memorandum of Association (MOA), Articles of Association (AOA), and other required documents. Key forms to fill out include:<\/p>\n \u2022Form I<\/b>: Declaration of company registration.<\/p>\n \u2022Form VI<\/b>: Notice of registered office location.<\/p>\n \u2022Form IX<\/b>: Consent of directors.<\/p>\n \u2022Form XII<\/b>: Details of directors and managing agents.<\/p>\n Open a non-operating bank account in a scheduled commercial bank to receive inward remittance for capital investment. An Encashment Certificate must be obtained, which RJSC verifies during registration.<\/p>\n Paid-up capital must be deposited in the bank, which issues an Encashment Certificate confirming the remittance.<\/p>\n Upload the MOA, AOA, signed forms, and Encashment Certificate on the RJSC portal to complete the registration process.<\/p>\n Once the RJSC approves the registration, the company will receive:<\/p>\n \u2022Incorporation Certificate<\/span><\/p>\n \u2022Certified Copy of the MOA and AOA<\/span><\/p>\n \u2022Certified Copy of Form XII (Director Particulars)<\/span><\/p>\n \u2022Trade License<\/span><\/p>\n \u2022Tax Identification Number (E-TIN) from NBR<\/a><\/span><\/p>\n \u2022VAT Registration (BIN)<\/span><\/p>\n \u2022Chamber of Commerce Membership (for imports\/exports)<\/span><\/p>\n \u2022Import\/Export Registration Certificate (if applicable)<\/span><\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n <\/p>\n Read the following guide for all the required Bangladesh Government Business Licenses and Approval<\/a><\/p>\n <\/p>\n A private limited company in Bangladesh must adhere to specific liabilities, including:<\/p>\n \u2022Annual General Meeting<\/b>: Must be held annually.<\/p>\n \u2022Statutory Auditor<\/b>: Must appoint an auditor and submit audited financial reports.<\/p>\n \u2022Tax Returns<\/b>: Annual income tax filings are mandatory.<\/p>\n<\/div>\n<\/div>\n<\/div>\n <\/p>\n <\/p>\n A company needs to pay corporate tax on its profit (Revenue expenses); if it doesn’t have the profit, it doesn’t need to pay tax. This is subjected to the following:<\/p>\n i. File income tax return annually (usually on 15th January of next year following financial closing, usually (July-June)<\/p>\n ii. Make sure to inject paid-up capital into the company’s bank account by cheques.<\/p>\n iii. Make sure the debit-credit in the bank statements is adequately explained<\/p>\n iv. Minimum tax usually @.06% of gross revenue to be paid.<\/p>\n <\/p>\n <\/p>\n <\/p>\n Review Bangladesh Tax Guide 2025-2026<\/a><\/strong><\/p>\n <\/p>\nRequirements for Private Limited Company Registration<\/b><\/h3>\n
Liabilities and Compliance Requirements<\/b><\/h3>\n
Required Documents for Company Registration<\/b><\/h3>\n
\n
Obtaining Encashment Certificate for Foreign Shareholders in Bangladesh<\/h3>\n
Company Incorporation Process in Bangladesh for 2025<\/b><\/h2>\n
Step 1. Name Approval<\/b><\/span><\/h3>\n
Step 2. Drafting Documents<\/b><\/span><\/h3>\n
Step 3. Opening a Non-Operating Bank Account<\/b><\/span><\/h3>\n
Step 4. Inward Equity Remittance<\/b><\/span><\/h3>\n
Step 5. Online Submission to RJSC<\/b><\/span><\/h3>\n
Step 6. Post-Registration Licenses and Documentation<\/b><\/span><\/h3>\n
Step 7. Additional licenses required post-registration include:<\/strong><\/span><\/h3>\n
Step 8. Liabilities and Compliance Requirements<\/b><\/span><\/h3>\n
Timeline for Company Formation & Operation<\/strong><\/h3>\n
\n\n
\n License\/Approval<\/strong><\/td>\n Aspects<\/strong><\/td>\n Duration<\/strong><\/td>\n<\/tr>\n \n Incorporation Certificate<\/strong><\/td>\n AOA, MOA, Forms and Resolutions<\/td>\n 3 Days<\/td>\n<\/tr>\n \n Trade License<\/strong><\/td>\n Apply with the City Corporation with business nature<\/td>\n 3-5 Days<\/td>\n<\/tr>\n \n Tax Identification Number(TIN)<\/strong><\/td>\n Apply Online with address and business nature<\/td>\n 1 Day<\/td>\n<\/tr>\n \n VAT<\/strong><\/td>\n VAT is mandatory for Limited Companies<\/td>\n 7-10 Days<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \u00a0<\/h3>\n
\u00a0<\/h3>\n
Pros and Cons of a Private Limited Company in Bangladesh<\/b><\/h3>\n
Pros:<\/b><\/h3>\n
\n
\u00a0<\/h3>\n
Cons:<\/b><\/h3>\n
\n
\u00a0<\/h3>\n
Taxation for Companies<\/span><\/strong><\/span><\/h3>\n
Corporate Tax Rate in Bangladesh:<\/strong><\/h4>\n
\n\n
\n Publicly traded companies (listed companies on stock market)<\/td>\n 20-22.5%<\/strong><\/td>\n<\/tr>\n \n Non-publicly traded companies (private companies limited by shares)<\/td>\n 27.5 %<\/strong><\/td>\n<\/tr>\n \n Publicly traded banks, insurance, and financial institutions other than merchant banks<\/td>\n 37.5%<\/strong><\/td>\n<\/tr>\n \n Non-publicly traded bank, insurance, and financial institutions<\/td>\n 40%<\/strong><\/td>\n<\/tr>\n \n Publicly Traded mobile network operators<\/td>\n 40%<\/strong><\/td>\n<\/tr>\n \n Non-publicly Traded mobile network operators<\/td>\n 45%<\/strong><\/td>\n<\/tr>\n \n Publicly Traded cigarette manufacturers<\/td>\n 45%<\/strong><\/td>\n<\/tr>\n \n Non-publicly Traded cigarette manufacturers<\/td>\n 45%<\/strong><\/td>\n<\/tr>\n \n One Person Company<\/td>\n \u00a0 20-22.5%<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n