You can register a company in Bangladesh in 3-5 weeks. The entire process runs through the RJSC (Registrar of Joint Stock Companies and Firms) portal at roc.gov.bd. No separate government approval stands between your documents and your Certificate of Incorporation.
That’s the short answer. The full picture is more precise: particular RJSC forms, a specific document sequence, a bank account you open before registration not after, and a 30-day name clearance window that expires if you move too slowly.
This guide covers the complete process for a private limited company — the most common and most flexible structure for company registration in Bangladesh. If you haven’t decided on structure yet, compare all entity types first.
If you’d prefer KAC to manage the entire process on your behalf, see our private limited company setup service in Bangladesh. This guide is for those who want to understand every step before deciding.
Which structure are you registering?
This guide covers private limited company registration — incorporating a new legal entity at RJSC. A private limited company is the most common structure for both local entrepreneurs and foreign investors because it creates a separate legal entity, limits shareholder liability, requires no government approval beyond RJSC, and allows 100% foreign ownership in most sectors.
Branch offices and liaison offices follow a different process. They don’t create a new legal entity. They need BIDA (Bangladesh Investment Development Authority) approval, not RJSC incorporation, and the steps are entirely different. This guide does not cover those.
Here’s how the 4 structures compare at a glance:
| Structure | New legal entity? | Registered with | BIDA approval? | Typical timeline |
| Private limited company | Yes | RJSC | No | 3-5 weeks |
| Subsidiary company | Yes (foreign-owned PLC) | RJSC | No | 3-5 weeks |
| Branch office | No (extension of parent) | RJSC + BIDA | Yes | 8-12 weeks |
| Liaison office | No (representative only) | BIDA only | Yes | 6-10 weeks |
Private limited company and subsidiary company follow the same RJSC registration process. The difference is ownership: a subsidiary has a foreign corporate entity as its shareholder, while a private limited can have any combination of individual or corporate shareholders. Both are covered in this guide.
For branch and liaison office setup, see our dedicated guides: branch office setup in Bangladesh and liaison office setup in Bangladesh.
What a private limited company is in Bangladesh
A private limited company is a separate legal entity registered under the Companies Act 1994. It’s legally separate from its shareholders. If the company incurs debt or faces legal action, shareholders’ liability is limited to their share capital — their personal assets are protected.
Key facts about a private limited company in Bangladesh
• Minimum 2 shareholders, maximum 50
• Minimum 2 directors (a shareholder can also be a director)
• 100% foreign ownership is permitted in most sectors
• Share capital minimum: BDT 1 per shareholder (no universal minimum capital requirement)
• Shares cannot be publicly traded
• Share transfers require board approval — they can’t be freely sold to outsiders
• Must have a registered office address in Bangladesh
• Can have business activities completely different from any overseas parent company
This is why most foreign investors choose the private limited structure. Full ownership control, limited liability, and no government approval body standing in the registration path. The KAC Structured Market Entry Model always evaluates this structure first for foreign clients entering Bangladesh.
Before you start: 5 decisions to make first
Get these settled before applying for name clearance. Changing them mid-process causes delays.
1. Company name
Check name availability on roc.gov.bd before committing. The RJSC rejects names that are identical or confusingly similar to existing companies, names that suggest government affiliation, and names that use restricted words without approval. Name clearance is valid for 30 days. If your RJSC filing isn’t ready within 30 days, you reapply.
2. Business objectives (MOA objects clause)
Your Memorandum of Association must specify what the company does. The RJSC rejects vague objectives. “Trading” is not enough. “Import and export of industrial machinery and spare parts” is. Write your objectives with specificity before drafting the MOA — this is the most common document rejection point.
3. Share capital structure
Decide your authorized capital (maximum you could ever issue) and your paid-up capital (what shareholders are actually putting in). For most service companies, authorized capital of BDT 1,000,000 to BDT 10,000,000 is standard. The RJSC incorporation fee scales with authorized capital, so don’t over-capitalize unnecessarily.
4. Directors and shareholders
You need passport details for every shareholder and director. If a shareholder is a corporate entity (another company), you need that company’s incorporation certificate, MOA/AOA, and a board resolution. Corporate shareholders take longer to document — start that preparation early.
5. Registered office address in Bangladesh
You need a physical Bangladesh address for RJSC Form VI. A signed rental or lease agreement is required. Virtual office addresses are accepted by RJSC for registration purposes. The trade license you obtain later must also match this address.
How to register a private limited company in Bangladesh: step by step
These 12 steps are sequential. Most cannot be done out of order. We’ve marked each with the responsible authority, the time it takes, and what you receive at the end of it.
Step 1: Apply for name clearance at RJSC
Go to roc.gov.bd. Create or log into your RJSC portal account. Search for your proposed company name, check availability, and submit the name clearance application with the applicable government fee. The RJSC reviews and issues a Name Clearance Certificate within 1-3 working days.
The certificate is valid for 30 days. Your RJSC incorporation filing must be complete before it expires. If it lapses, you pay the fee again and restart from Step 1.
Choose 2-3 name options before applying. The RJSC may reject your first choice if it’s too similar to an existing company. Having backups ready avoids a 1-3 day delay for a fresh application.
Step 2: Draft the Memorandum of Association (MOA)
The MOA is your company’s constitutional document. Under the Companies Act 1994, it must contain 5 clauses:
• Name clause — the exact registered company name
• Registered office clause — that the company’s registered office is in Bangladesh
• Objects clause — what the company will actually do (be specific)
• Liability clause — that shareholder liability is limited by shares
• Capital clause — the authorized share capital and its division into shares
The objects clause is where most MOA drafts fail RJSC review. Write it specifically, list all intended business activities, and avoid catch-all phrases like “any other lawful business.” The RJSC flags vague objects clauses and asks for amendment, which costs 1-2 weeks.
Step 3: Draft the Articles of Association (AOA)
The AOA governs how the company is run: director powers, shareholder meeting procedures, dividend distribution rules, and share transfer restrictions. Private limited companies cannot allow free transfer of shares to outsiders — this restriction must be stated in the AOA. Most companies adopt a standard AOA template and customize it for their shareholding structure.
Step 4: Prepare RJSC filing forms
3 specific RJSC forms accompany the MOA and AOA in your incorporation filing:
• Form VI — Notice of registered address (your Bangladesh office address and rental agreement)
• Form IX — Consent of directors to act as directors of the company
• Subscriber page — Signed by all shareholders confirming they’re taking shares in the company
All forms must be signed. For foreign shareholders who can’t sign in person, a Notarized Power of Attorney allows KAC to sign on their behalf in Bangladesh.
Step 5: Open a non-operating bank account
This is the step most first-timers don’t expect. Before you file with RJSC, you open a temporary bank account at any scheduled commercial bank in Bangladesh. This account’s only purpose is to receive your initial equity remittance from abroad.
The bank needs your Name Clearance Certificate, a draft MOA and AOA, a board resolution naming the signatories, and passport copies of those signatories. Account opening takes 1-2 working days.
Step 6: Remit your initial equity from abroad (for foreign shareholders)
Foreign shareholders send their share capital to the non-operating bank account via SWIFT international transfer. The SWIFT payment purpose must state “Equity Investment” exactly. Wrong purpose codes (“advance payment,” “business expenses,” “loan”) mean the bank cannot issue an Encashment Certificate, and RJSC won’t process your filing without it.
Funds typically clear in 2-3 working days. There’s no universally mandated minimum remittance amount for a private limited company — capital proportionate to your business activities is what Bangladesh Bank and NBR expect in practice.
Local Bangladeshi shareholders can contribute their capital directly in BDT to the non-operating account. The Encashment Certificate requirement applies only to foreign (inward) remittances.
Step 7: Collect your Encashment Certificate
Once your foreign equity remittance clears, your bank files Form C with Bangladesh Bank. Bangladesh Bank verifies the inward foreign exchange. Your bank then issues an Encashment Certificate confirming that the share capital entered Bangladesh through proper banking channels.
This certificate does 2 things: it proves your capital is legitimate FDI, and it unlocks your ability to repatriate dividends and profits later. Keep the original — you’ll need it for the RJSC filing and for future Bangladesh Bank FDI reporting.
Step 8: File your RJSC company registration application
Log into the RJSC portal at roc.gov.bd. Upload your signed MOA, AOA, Form VI, Form IX, subscriber page, and Encashment Certificate. Pay the RJSC registration fee online. The RJSC registrar reviews all documents, verifies the information, and approves the application.
RJSC review takes 4-7 working days if all documents are in order. If the registrar finds an issue (commonly: vague MOA objects, unsigned forms, mismatched shareholder names), they return the application for correction. Each correction round adds 3-5 working days.
Step 9: Receive your Certificate of Incorporation
Once the RJSC approves your application, they issue 3 documents:
• Certificate of Incorporation — your company’s birth certificate
• Certified copy of MOA
• Form XII — Particulars of directors
Your company legally exists from the date on the Certificate of Incorporation. Nothing before Step 10 is time-critical, but from this point, your compliance clock starts.
Step 10: Apply for a Trade License
Apply to your local City Corporation (Dhaka South, Dhaka North, Chattogram City Corporation, etc.) or municipality for a Trade License. You need your Certificate of Incorporation, a copy of your MOA, your rental agreement, and a completed application form.
Trade license takes 3-5 working days. The fee ranges from BDT 2,000 to BDT 10,000 depending on business type and location. Without a Trade License, you cannot open an operational bank account or start trading.
Step 11: Register for E-TIN at NBR
Register your company for a Tax Identification Number with the NBR (National Board of Revenue) through the NBR’s online portal. E-TIN registration is free and typically processes same-day. You need your Certificate of Incorporation and director passport details. Your company cannot legally make or receive payments without a TIN.
Step 12: Convert to an operational bank account
Return to your bank with your Certificate of Incorporation, Trade License, and E-TIN certificate. The bank converts your non-operating account to a full operational corporate bank account. You’re now ready for daily transactions.
Step 13: Register for VAT/BIN at NBR VAT Authority
Apply for VAT registration through the NBR VAT e-portal. You receive a 13-digit Business Identification Number (BIN). VAT/BIN registration is free and takes 3-5 working days. Your company must have a BIN before issuing any VAT tax invoices (Mushak 6.3) or filing monthly VAT returns.
If your business involves import or export, add 3 more steps: Chamber of Commerce membership (DCCI), Import Registration Certificate (IRC), and Export Registration Certificate (ERC) from the CCI&E. These add approximately 3-4 weeks to the timeline.
Documents required for company registration in Bangladesh
The documents you need depend on whether your shareholders are individuals or corporate entities.
| Individual shareholders | Corporate shareholders (additional documents) |
| Passport copy (notarized if foreign) | Parent company Certificate of Incorporation |
| 3 passport photographs | Parent company MOA and AOA |
| Proof of residential address | Last 2 years’ audited financial statements of parent |
| Board resolution authorizing Bangladesh investment | |
| Board resolution naming bank account signatories | |
| Share tree analysis tracing ultimate beneficial owners | |
| Passports and photographs of all parent company directors |
Bangladesh-side documents (prepared by KAC under the Khan Akber Regulatory Readiness Framework):
• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Form VI — notice of registered address
• Form IX — director consent forms
• Subscriber page — signed by all shareholders
If your shareholder is a foreign corporate entity, every parent company document (Certificate of Incorporation, MOA, AOA, audited financials) must be attested by the Bangladesh High Commission in your home country before the RJSC will accept them. This attestation step alone takes 2-3 weeks. Start it early — it’s the most common cause of timeline delays in foreign-owned company registrations. For the full list of foreign-specific requirements, see our guide on foreign company registration in Bangladesh.
Government fees and timeline: what to expect
| Step | Authority | Govt. fee (approx.) | Timeline |
| Name clearance | RJSC (roc.gov.bd) | BDT 200-500 | 1-3 working days |
| MOA/AOA preparation | Legal preparation (KAC) | Included in service fee | 1-3 working days |
| Non-operating bank account | Scheduled bank | Nil | 1-2 working days |
| Equity remittance clearance | Bangladesh Bank via bank | Bank charges apply | 2-3 working days |
| Encashment Certificate | Scheduled bank / Bangladesh Bank | Nil | 1-2 working days |
| RJSC company registration | RJSC | From BDT 11,760 (min. authorized capital) | 4-7 working days |
| Certificate of Incorporation | RJSC | Included above | Issued on approval |
| Trade License | City Corporation / Municipality | BDT 2,000-10,000 | 3-5 working days |
| E-TIN registration | NBR | Free | Same day |
| Operational bank account | Scheduled bank | Nil | 1-2 working days |
| VAT/BIN registration | NBR VAT Authority | Free | 3-5 working days |
| Total (basic company, standard track) | — | From USD 166 (approx. BDT 18,000+) | 29-30 working days |
| Total (basic company, fast track) | — | From USD 166 + priority fee | 18-20 working days |
RJSC incorporation fees scale with authorized capital. The figures above apply to the minimum authorized capital. Higher authorized capital attracts higher registration fees. Government fees are subject to change — contact us for a current fee schedule before budgeting.
Post-registration compliance: what starts immediately
Registration is the start, not the finish. From your first month of operations, compliance obligations kick in across tax, VAT, and RJSC. Here’s what to expect:
| Obligation | Authority | Frequency |
| TDS (Tax Deducted at Source) on all payments | NBR | Monthly |
| VAT return (Mushak 9.1) | NBR VAT Authority | Monthly |
| Withholding tax return (Section 75A) | NBR | Half-yearly |
| Annual income tax return | NBR | Annual (deadline: 15 January) |
| Statutory audit by FRC-enlisted auditor | FRC / RJSC | Annual |
| RJSC annual return filing | RJSC | Annual |
| Bangladesh Bank FDI reporting | Bangladesh Bank | Quarterly (foreign-owned) |
| Trade license renewal | City Corporation | Annual |
For the full compliance schedule with exact deadlines, see our article on private limited company compliance in Bangladesh and the Bangladesh Annual Compliance Calendar.
If you’re a foreign company: what’s different
The 13 steps above apply to all private limited company registrations. If your shareholders are foreign, 2 additional complications arise that you need to plan for before starting.
First: all foreign documents (Certificate of Incorporation, MOA, AOA, audited financials of the parent company) must be attested by the Bangladesh High Commission in your home country. This is not an RJSC preference — it’s a hard requirement. Un-attested foreign documents are rejected without exception.
Second: if your foreign shareholder is a corporate entity (not an individual), a share tree analysis is required. This document traces ownership through every layer of the corporate structure to identify the ultimate beneficial owners. If your parent company has a complex holding structure, this takes time to prepare legally in your home country.
Foreign investors have additional requirements beyond this guide. The foreign company registration guide covers subsidiary registration, branch office and liaison office alternatives, BIDA documentation, and foreign-specific document requirements.
6 common mistakes that delay company registration in Bangladesh
1. Name clearance expires before the RJSC filing is ready
Name clearance is valid for 30 days only. If your MOA drafting, document collection, or bank account opening takes longer than expected, your certificate lapses and you restart at Step 1. Start document preparation in parallel with the name clearance application, not after.
2. Wrong SWIFT remittance purpose code
Foreign equity must arrive with the purpose code “Equity Investment.” Banks frequently receive transfers coded as “advance payment,” “business expenses,” or “general transfer.” A wrong purpose code means the bank cannot issue an Encashment Certificate, and RJSC won’t process your registration without it. Correct the SWIFT with your sending bank — this can take 2-4 weeks.
3. Corporate shareholders don’t have a share tree analysis ready
This is the most common 2-3 week delay in foreign-owned registrations. The share tree analysis traces ownership through the corporate structure to the ultimate beneficial owners. It requires legal preparation in the parent company’s home country. Start it the moment you decide to register — not after name clearance.
4. MOA objects clause is too vague
The RJSC rejects MOAs with broad objects like “trading” or “any lawful business.” The objects clause must list specific business activities. “Import, export, distribution, and wholesale trading of electronic components and industrial equipment” passes review. “General trading” does not. Every RJSC correction adds 3-5 working days.
5. Applying for a Trade License before the Certificate of Incorporation
City Corporation requires your Certificate of Incorporation before issuing a Trade License. Some applicants try to start the Trade License process early to save time. It doesn’t work — the application is returned. Get your Certificate of Incorporation first, then apply for Trade License and E-TIN simultaneously to save time.
6. Starting operations without VAT/BIN registration
Issuing invoices or receiving payments before obtaining your Business Identification Number (BIN) from the NBR VAT Authority is a VAT compliance violation. VAT/BIN registration takes 3-5 days and is free. Complete it before your first transaction, not after your first client asks for a tax invoice.
Register your company in Bangladesh with KAC
We’ve registered 500+ companies for foreign investors through the KAC Structured Market Entry Model. Not one RJSC rejection. Not one stuck application. We know which RJSC officer handles foreign ownership cases, which Bangladesh Bank branch processes Encashment Certificates fastest, and how the NBR wants VAT Registration applications formatted.
See our company formation service in Bangladesh to get started, or Contact us and we’ll send you a complete document checklist for your specific situation within 24 hours.
Frequently asked questions
How long does it take to register a company in Bangladesh?
A private limited company takes 18-20 working days on fast track or 29-30 days standard track, from name clearance to operational bank account. If you have foreign corporate shareholders and need Bangladesh High Commission document attestation, add 2-3 weeks for that preparation in your home country.
Can a foreign company own 100% of a private limited company in Bangladesh?
Yes. Foreign investors can own 100% of a private limited company in most sectors under Bangladesh’s investment policy. Some sectors — banking, insurance, telecommunications, defense — have specific foreign ownership caps. We confirm the rules for your sector during initial consultation before starting the process.
What is the minimum capital required to register a company in Bangladesh?
No universal minimum applies. Under the Companies Act 1994, share capital starts at BDT 1 per shareholder. In practice, Bangladesh Bank and NBR expect paid-up capital proportional to your business activities. For service companies, BDT 100,000 to BDT 500,000 is typical. Manufacturing attracts higher expectations.
Do I need to visit Bangladesh to register my company?
No. The entire RJSC process runs online via roc.gov.bd. We act under a board-authorized Power of Attorney. Document signing is handled digitally or through your local notary. Bank account opening, RJSC filing, E-TIN, and VAT registration are all managed remotely without you traveling to Dhaka.
What is the difference between a private limited company and a subsidiary in Bangladesh?
Both are private limited companies registered at RJSC under the Companies Act 1994. The difference is ownership structure: a subsidiary has a foreign corporate entity as a shareholder (your overseas parent), while a private limited can have individual shareholders. The registration steps are identical. Subsidiaries require additional parent company documentation.
