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The following information will help the foreign and 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

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.

What is private limited Liability company registration in Bangladesh?

  • 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

    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
    Incorporation MoA & AoA with director’s information,
    encashment and forms. 3 certified copies are
    supplied from RJSC Incorporation
    particular of directors (form XII) and
    MoA & AoA
    Registrar of Joint Stock Companies And Firms-RJSC, 3-5 days
    Trade License Trade license is must to start
    business in Bangladesh;
    City corporation north, 
    City corporation south, Union
    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), eTIN
    5-7 days
    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 chamber of
    Generally export, import license
    holders and manufacturing industry
    apply to obtain certificate
    BGMEA, BKMEA, India
    Bangladesh, German
    Bangladesh, Japan
    Bangladesh chamber
    of commerce
    7-30 days
    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
    BOSTRO ODHIDOPTOR 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
    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- BEPZA 20-30 days