Local Company Incorporation in Bangladesh
The ultimate 2026 guide for local entrepreneurs. Navigate **RJSC registration**, obtain your **Trade License**, and ensure tax compliance effortlessly. We simplify business formation for Bangladeshi startups.
Business Snapshot 2025
Data source: Bangladesh Bank & BIDA
Why Choose a Private Limited Company?
Incorporating as a private limited company offers significant advantages over proprietorships, including legal protection and financial flexibility.
Separate Legal Entity
The company is distinct from its owners, allowing it to own property and incur debts in its own name.
Limited Liability
Shareholders' financial risk is restricted only to their investment; personal assets remain protected.
Ease of Fundraising
Raising capital through equity is easier, making it the preferred structure for startups and growing ventures.
Perpetual Succession
The company continues to exist even if ownership changes or shareholders pass away.
Pre-Registration Checklist
Required Documents & Information
Prepare these documents to ensure a smooth incorporation process with RJSC.
Director & Shareholder Details
- ✓ Minimum 2 Shareholding Directors
- ✓ NIDs & Passport Photos of all Directors
- ✓ E-TIN Number of all Shareholders
- ✓ Profession of Founding Shareholders
- ✓ Designation of all Team Members
Company & Contact Info
- ✓ Name Clearance Certificate
- ✓ Email Addresses of all Team Members
- ✓ Phone Numbers of all Team Members
- ✓ Present & Permanent Address of Shareholders
- ✓ Information for Memorandum & Articles of Association
Registration Roadmap
Step-by-Step Incorporation Process
Taxation & Compliance 2025
Understanding your fiscal obligations is crucial. Here are the current corporate tax rates for companies in Bangladesh.
| Type of Entity | Tax Rate (Current) |
|---|---|
| Non-Publicly Traded Company (Private Limited) | 27.5% |
| Publicly Traded Company (Listed) | 20 - 22.5% |
| One Person Company (OPC) | 20 - 22.5% |
| Banks, Insurance & Financial Institutions (Listed) | 37.5% |
* Rates are subject to compliance with NBR regulations and annual finance acts.
Registration Cost Estimator
Estimate the total initial cost for setting up your business in Bangladesh. This calculator combines official **Government Fees** (in BDT) with our professional **Services** (in BDT).
Professional Incorporation Service
Select the desired authorized capital tier.
1. Govt. Fees (BDT)
2. Professional Fees (BDT)
Comprehensive Guide to Private Limited Company Formation in Bangladesh
A Private Limited Company is the most widely adopted business structure in Bangladesh, governed by the Companies Act, 1994. It is a separate legal entity from its shareholders, meaning the owners' personal assets are protected from business liabilities. For both local entrepreneurs and foreign investors, registering with the **RJSC (Registrar of Joint Stock Companies and Firms)** is the mandatory first step.
Key Benefits
- Limited Liability: Shareholders are only liable up to the unpaid value of their shares.
- Funding Access: Easier to raise capital through equity or bank loans compared to proprietorships.
- Credibility: Increases trust with international suppliers and corporate clients.
- Tax Advantages: Lower corporate tax rates (27.5%) compared to other entities in certain brackets.
Basic Requirements
- Directors: Minimum 2, Maximum 50. Must be 18+ years old.
- Shareholders: Minimum 2, Maximum 50.
- Address: A registered commercial address in Bangladesh.
- Name: Must be unique and approved by RJSC.
Detailed Registration Process
Step 1: Name Clearance
The journey begins with selecting a unique name. You must apply for name clearance on the RJSC website. Once approved, the name is reserved for 30 days. Ensure the name does not infringe on existing trademarks.
Step 2: Drafting MoA and AoA
The Memorandum of Association (MoA) outlines the company's objectives, while the Articles of Association (AoA) define internal rules. These must be drafted carefully to allow future business expansion.
Step 3: Opening Bank Account & Capital
Open a temporary bank account in the company's name. Shareholders must deposit their paid-up capital share. For local companies, a simple bank certificate suffices; foreign investors need an Encashment Certificate.
Step 4: Submission & Incorporation
Upload Form IX (Consent of Director), Form XII (Particulars of Directors), and the signed MoA/AoA to RJSC. Pay the government fees (registration + stamp duty). Upon verification, RJSC issues the Certificate of Incorporation.
Post-Incorporation Compliance
Obtaining the incorporation certificate is just the beginning. To operate legally, you must acquire:
- Trade License: From the local City Corporation or Union Parishad.
- Business TIN: Tax Identification Number from NBR.
- BIN (VAT) Certificate: Mandatory for most businesses.
- Import/Export License (IRC/ERC): Only if you plan to trade internationally.
Frequently Asked Questions
What is the difference between Authorized Capital & Paid-up Capital?
Authorized Capital is the maximum share capital a company is permitted to raise from shareholders as per its MoA. Paid-up Capital is the amount shareholders have actually subscribed and paid for during incorporation. For example, you can have 1 Crore Authorized Capital but start with only 10 Lakh Paid-up Capital.
Are there any minimum shareholders or directors required?
Yes, for a private limited company in Bangladesh, you must have a minimum of **2 Shareholders** and **2 Directors**. The maximum number of shareholders is 50.
Is there a minimum paid-up capital requirement?
Technically, there is no strict minimum paid-up capital for local companies (it can be as low as BDT 1 per share). However, a reasonable amount (e.g., BDT 50,000 - 100,000) is suggested to cover initial expenses and bank account opening requirements.
Do I need to include the business activity in the company name?
While there are no strict guidelines enforcing this, it is practically suggested to reflect your main business activity in the name (e.g., "XYZ Technologies Ltd" for IT) to avoid confusion during name clearance.
Important Resources & Useful Links
Government Authorities
Tax & Legal Guides
Financing & Licensing
Economic Zones Support
Investing in BEZA & BEPZA?
We offer specialized end-to-end support for investors entering Bangladesh's Economic Zones (EZ) and Export Processing Zones (EPZ).
Project Clearance
Assistance with project proposal submission and obtaining clearances from BEZA/BEPZA authorities.
Land & Plot Allotment
Guidance through the application process for industrial plot allotment and lease agreements.
Visa & Work Permits
Expedited processing for investor visas and foreign employee work permits within EZs/EPZs.
Import/Export Permits
Facilitation of Import Registration Certificates (IRC) and Export Registration Certificates (ERC).
Compliance Management
Ongoing legal and regulatory compliance support tailored to Economic Zone regulations.
Utility Connections
Liaison services for obtaining electricity, gas, and water connections for your industrial unit.
Partner with LegalSeba LLP for Seamless Entry
We simplify the complexities of business setup in Bangladesh. From company incorporation and regulatory compliance to legal advisory and post-setup support, our dedicated team ensures your business journey is smooth, compliant, and successful.