Shah Ali Tower, 3rd Floor, 33 Kawran Bazar, Dhaka-1215




100% Investment by Foreign Company

The following information will help the foreign an local entrepreneurs registering a company in Bangladesh. Rules and process of new company registration in Bangladesh as local entrepreneurs and the foreign entrepreneurs are different from each other. Besides, fees, government official additional expenses, time and behavior are not same like local investors. Without government officers, staffs and artificial complexity no one get the licenses or pass the documents to start a business in Bangladesh. Bangladesh is a beautiful country because everything is possible to be done.

There are mainly two types of company registration in Bangladesh

  • Private limited Company registration in Bangladesh
  • Public limited company registration in Bangladesh
  • Limited by shares
  • Limited by guarantee

Limited liability company registration in Bangladesh

What is private limited Liability company registration in Bangladesh?

  • It consists of minimum two persons (or directors);
  • Statutory meeting and report are not applicable as section 83, Act 1994;
  • Retirement provisions are not applicable as section 91 (b);
  • Filing a statutory in lieu of prospectus is not required as section 141;
  • No restriction for allotment of shares as section 148 of Company Act 1994;
  • Certificate of commencement is not required to obtain in case of private limited company registration in Bangladesh;
  • Submission of accounts to members are not required as section 191;
  • Regulations from section 79 to 87 of schedule 1 on retirement and rotation of directors are not compulsory;
  • The activities in sectors where no constraint from government for investment by the foreigners or locals are called private sectors;
  • Prohibits any invitation to the public to subscribe for shares or debentures;
  • Limits its number of members up to 50, excluding persons who are employees of the company.

The following documents are to be filed with the Registrar of Joint Stock Companies And Firms with requisite fees:

  • Memorandum and article of association as section 5, 6, 17 & 18 of Company Act, 1994
  • List of the directors as section 92 (1)
  • Contract of the directors to take qualification of the shares as section 92 (1)(b)
  • Address and personal information of the directors
  • Encasement certificate in favor of purchasing qualification of shares
  • For calculation of government fees please visit www.roc.gov.bd. It is required for filling up of form I, VI, IX, X and XII.

Some key unknown information to changes in the Memorandum or articles of association as follows:

  • Company name changes: special resolution, permission from RJSC and BOI as section 11 and 88
  • Registered office changes: Ordinary resolution, permission from RJSC, filing up form VI as section 77 (2)
  • Objectives changes: Special resolution, permission from High Court Division as section 12, 15 and 88 of Company Act 1994
  • Capital increase: Ordinary resolution, filling up form IV as section 53, 56
  • Changes in article of association: Special resolution, from RJSC, under section 20, 88 as form VIII

How to register a company in Bangladesh as foreigner

Above information are applicable as question of how to register a company in Bangladesh as foreigner.
Heading of section 378 to 387, Company Act 1994 are written as:

Section 378
Application of sections 379 to 387 to foreign companies
Section 379
Documents etc to be delivered to Registrar by foreign companies carrying on business in Bangladesh
Section 380
Accounts of foreign company
Section 381
Obligation to state name etc of foreign company
Section 382
Service of foreign company
Section 383
Notice of ceasing place of business of a company
Section 384
Section 385
Company’s failure to comply with this part not to affect its liability under contracts
Section 386
Fees for registration of documents under this part
Section 387

Important returns to be file with the Registrar by any company after registering a company in Bangladesh, as follows:

Section Return Requirement Return Forms
36 Annual return Within 21 days of General Meeting Schedule X
56 Increase authorized capital Within 15 days of passing the resolution thereof Form IV
88 Special resolution Within 15 days of passing the resolution thereof Form VIII
151 Return of allotment Within 60 days of allotment Form XV
190 Fining annual accounts Within 30 days of General Meeting Copies thereof

Report and return to be submitted of the companies registered in Bangladesh to RJSC, as follows:

Section Particulars Time limits
23 Memorandum and article of association n/a
53 Notice of changes share capital 15 days
56 Notice for increase of share capital 15 days
77(2) Registered office changes 28 days
85(1) Notice of General Meeting 14 days
115 Changes directorship 14 days
151 Allotment of cash (public limited company) 60 days
210 Appointment of auditors 7 days

Time line of company registration in Bangladesh:

License Particular Authority Time Line
  • MoA & AoA with director’s information
  • Encasement and forms
  • 3 certified copies are supplied from RJSC Incorporation
  • Particular of directors (form XII) and MoA & AoA
Registrar of Joint Stock Companies And
3-5 days
Trade License Trade license is must to start
business in Bangladesh;
City corporation north, City corporation
south, Union Porishad
3 days
Tax Identification Number (TIN)
  • TIN is optional for the foreign directors.
  • TIN is requiring doc to register
    a company in Bangladesh.
  • Original passport should provide
    before officer to be seen
    and authentication.
National Board of Revenue (NBR), 
1 hour
VAT (Value Added TaX)
  • Regional office of VAT serves within its jurisdiction.
  • RJSC certified copies, TIN, trade license
  • Bank solvency certificate
  • Rental agreement copies are supporting
    documents to apply for VAT license.
NBR, VAT office north, field
office, VAT office East
5-7 days
Membership of commerce Generally export, import license holders and
manufacturing industry apply to obtain certificate
Bangladesh, Japan Bangladesh
chamber of commerce
Export and import (IRC & ERC)

Supporting papers:

  • Trade license, Chamber certificate, TIN
  • Bank solvency, rental agreement,
  • Employment list, Passport, Photo
  • main application form, RJSC certified copies
  • Undertaking, Bank deposit Chalan (government fees).
Chief controller of Export & Import. 7-10 days
Fire License

Supporting papers:

  • Approved building layout plan, bank draft
  • Trade license, RJSC certified copies
  • Instrument purchase list, machinery list
Fire service & civil Defense 7-10 days
Factory license

Supporting papers:

  • Fire license, Trade license, Building outlet plan
  • Agreement of rent, photo, application
  • Bank draft, RJSC certified copies
  • List of man power & machinery.
Ministry of Labor and Employment 3-5 days

Supporting papers:

  • Fire license & Trade license
  • Building outlet plan
  • Agreement of rent
  • Application, bank draft of taka 5000
  • RJSC certified copies, list of man power
  • machinery list, equipment or machine
    purchase loan sanction letter.
Textile mills corporation 10-20 days
PI Visa (Private investor visa)

Supporting papers:

  • Passport, photo, encasement
    certificate of US$ 50,000,
  • RJSC certified copies,
  • Board meeting minutes & news paper advertisement
Board of Investment, BOI 10-15 days
E visa (employment visa)

Supporting papers:

  • Employment appointment
  • Board Meeting
  • Photo, Man power list
  • Daily news paper advertisement
  • US$ 50,000 bank certificate & previous service history
Board of Investment, BOI 10-15 days
Branch office

Supporting papers:

  • Application form, man power list
  • Audit copy of parent company
  • Board meeting minutes
  • Business activities
  • Photos, address rental deed
  • Appointment letter of local expert/ consultant/ lawyer
Board of Investment, BOI 30 days(meeting hold once in a month)
Office in EPZ(Export processing zone)

Supporting papers:

  • Application form, man power list,
  • Audit copy of parent company
  • Board meeting minutes
  • Business activities
  • Photos
  • Address & rental deed
  • Appointment letter of local
    expert/ consultant/ lawyer
Bangladesh export processing zone
authority- EPZA
20-30 days