Company Registration in Bangladesh

Company Registration in Bangladesh by an International law firm

Registering a company in Bangladesh is a structured process governed by the Companies Act of 1994. This comprehensive guide outlines each step, suCompany Registration in Bangladesh: A Comprehensive Guide by TRW Law Firm

Introduction

Bangladesh has emerged as a favorable business destination due to its growing economy, strategic location, and investment-friendly policies. Whether you are a local entrepreneur or a foreign investor, registering a company in Bangladesh is the first legal step towards establishing a business. This guide, curated by TRW Law Firm, provides a detailed roadmap for company registration in Bangladesh, including legal requirements, processes, and key considerations.

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Types of Companies in Bangladesh

Before registering a company, it is crucial to understand the different types of business entities available in Bangladesh:

1. Private Limited Company (Most common type, limited liability, minimum two shareholders)
2. Public Limited Company (Requires at least seven shareholders and is listed on the stock exchange)
3. Sole Proprietorship (Owned and run by one individual, unlimited liability)
4. Partnership Firm (Owned by two or more individuals with shared liability)
5. Branch Office (Extension of a foreign company, requires approval from Bangladesh Investment Development Authority – BIDA)
6. Liaison Office (Non-commercial office for market research and representation, also needs BIDA approval)

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Step-by-Step Process for Company Registration

Step 1: Name Clearance from RJSC

• The first step is to select a unique company name.
• Apply for name clearance through the Registrar of Joint Stock Companies and Firms (RJSC).
• A name clearance certificate is usually issued within 1-2 days.

Step 2: Drafting the Required Documents

• Memorandum of Association (MoA): Defines the company’s objectives and scope.
• Articles of Association (AoA): Governs internal management and operational rules.
• Form IX (Consent of Directors) and Form XII (List of Directors).
• Tax Identification Number (TIN) from the National Board of Revenue (NBR).
• Trade License from the local city corporation or municipality.

Step 3: Opening a Bank Account & Depositing Paid-Up Capital

• Open a bank account in the proposed company’s name.
• Foreign investors must remit capital through a Bangladeshi bank.

Step 4: Registration with RJSC

• Submit all documents to the RJSC along with registration fees.
• The RJSC verifies and approves the application.
• Upon approval, the Certificate of Incorporation is issued.

Step 5: Post-Registration Compliance

• Obtain Business Identification Number (BIN) from NBR.
• Register for VAT with the National Board of Revenue (NBR).
• Register employees for social security and labor laws (if applicable).
• Apply for sector-specific licenses (if required).

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Flowchart of the Company Registration Process

[Flowchart Representation]

Start → Name Clearance from RJSC → Prepare Required Documents → Open Bank Account & Deposit Capital → Submit Application to RJSC → Receive Certificate of Incorporation → Obtain TIN & VAT Registration → Compliance & Operational Setup → Start Business

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Mind Map: Key Considerations for Company Registration

                           Company Registration in Bangladesh
                                      │
           ┌──────────────────────────┴──────────────────────────┐
         Legal Requirements                                      Business Considerations
             │                                                          │
       Name Clearance                                             Market Research
       MoA & AoA                                                 Business Model
       TIN & VAT Registration                                    Funding & Investment
       Trade License                                             Target Audience

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Advantages of Registering a Company in Bangladesh

1. Limited Liability Protection – Shareholders’ personal assets are safeguarded.
2. Access to Local & International Markets – Registered companies can trade globally.
3. Ease of Fundraising – Companies can attract investors and obtain loans.
4. Legal Recognition & Protection – A registered company enjoys legal backing and brand credibility.
5. Tax Benefits & Incentives – The government offers incentives for foreign and export-oriented businesses.

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Challenges in Company Registration

• Lengthy Approval Process – Bureaucratic delays in RJSC and BIDA approvals.
• Compliance Requirements – Strict tax and regulatory compliance.
• Sector-Specific Licenses – Additional permits are required for specialized industries.
• Language Barriers – Many legal documents are in Bengali, requiring professional translation for foreign investors.

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Conclusion

Registering a company in Bangladesh is a systematic yet detailed process that requires adherence to legal and compliance requirements. TRW Law Firm assists businesses in navigating the complexities of company formation, ensuring a seamless and hassle-free registration experience. For professional legal support, consultation, and company setup services, reach out to TRW Law Firm today.