Registering a private limited company at RJSC takes 3 sets of documents: what your shareholders provide, what gets drafted on the Bangladesh side, and what your bank issues once your capital arrives.
Each individual shareholder provides 3 documents. A corporate shareholder provides 7, plus an attestation step that runs 2 to 3 weeks. The Bangladesh side is 5 forms.
This page lists every document, who issues it, where it gets submitted, and why RJSC sends it back. For the registration sequence these documents sit inside, read how to register a company in Bangladesh.
What documents are required for private limited company registration in Bangladesh?
A company with 2 local individual shareholders needs 11 documents. A company with a foreign corporate shareholder needs 18, and the parent company paperwork has to be attested before RJSC will look at it.
Here’s the complete set.
| Document | Who provides it | Goes to | Required for |
|---|---|---|---|
| Name Clearance Certificate | RJSC | Bank, then RJSC filing | Every company |
| Memorandum of Association (MOA) | Drafted in Bangladesh | RJSC | Every company |
| Articles of Association (AOA) | Drafted in Bangladesh | RJSC | Every company |
| Form VI, notice of registered address | Drafted in Bangladesh | RJSC | Every company |
| Form IX, director consent | Signed by each director | RJSC | Every company |
| Subscriber page | Signed by each shareholder | RJSC | Every company |
| Registered office lease or rental agreement | You | RJSC, with Form VI | Every company |
| Passport copy, notarized if foreign | Each shareholder and director | RJSC and bank | Every individual |
| 3 passport photographs | Each shareholder and director | RJSC | Every individual |
| Proof of residential address | Each shareholder and director | RJSC | Every individual |
| National ID (NID) | Local shareholder or director | RJSC | Bangladeshi individuals |
| Encashment Certificate | Your Bangladesh bank | RJSC | Foreign capital |
| Parent company Certificate of Incorporation | Corporate shareholder | RJSC | Corporate shareholders |
| Parent company MOA and AOA | Corporate shareholder | RJSC | Corporate shareholders |
| Audited financial statements, last 2 years | Corporate shareholder | RJSC | Corporate shareholders |
| Board resolution approving the Bangladesh investment | Corporate shareholder | RJSC | Corporate shareholders |
| Board resolution naming bank signatories | Corporate shareholder | Bank | Corporate shareholders |
| Share tree analysis | Corporate shareholder | RJSC | Corporate shareholders |
| Passports and photographs of parent company directors | Corporate shareholder | RJSC | Corporate shareholders |
The list above covers a private limited company and a subsidiary, because both incorporate at RJSC under the Companies Act 1994. Branch offices and liaison offices run on a different document set through BIDA (Bangladesh Investment Development Authority). If you haven’t fixed your structure yet, compare the types of company registration before collecting anything.
What each individual shareholder and director provides
3 documents per person, and they’re the fastest part of the whole file to assemble.
- Passport copy. The bio-data page. Foreign passports need notarization in the holder’s home country. Check the expiry date: RJSC and the bank both reject a passport with under 6 months of validity left.
- 3 passport photographs. Recent, white background, printed. Digital scans of old photos get queried at the bank more often than at RJSC.
- Proof of residential address. A utility bill, bank statement, or government-issued document showing the person’s home address. It has to be under 3 months old and the name on it must match the passport exactly.
Bangladeshi shareholders and directors add their NID, and their e-TIN if they already hold one.
Every director also signs Form IX, and every shareholder signs the subscriber page. Those 2 documents get drafted in Bangladesh, but they’re worthless without wet signatures from the people named on them. A director who can’t sign in person signs a notarized Power of Attorney instead, which lets us sign on their behalf at RJSC.
What a corporate shareholder provides on top
If your shareholder is a company rather than a person, 7 more documents come into play, and this is where most foreign registrations lose time.
- Certificate of Incorporation of the parent company
- Parent company MOA and AOA
- Audited financial statements for the last 2 years
- Board resolution approving the investment in Bangladesh
- Board resolution naming who can operate the Bangladesh bank account
- Share tree analysis tracing ownership to the ultimate beneficial owners
- Passports and photographs of the parent company’s directors
The share tree analysis catches people out. It traces ownership through every holding layer until it reaches real human beings, and it has to be prepared legally in the parent company’s home country. A group with 3 or 4 holding layers can spend 2 to 3 weeks on this document alone.
Start it the day you decide to register, well ahead of name clearance. We build it into the Khan Akber Regulatory Readiness Framework at week 1 for exactly this reason.
Foreign shareholders have a few requirements beyond the document list, and the foreign company registration requirements cover those in full.
How foreign documents get attested before RJSC accepts them
Every parent company document travels through a 3-step chain before it’s valid in Bangladesh. Skipping a step means rejection, and there’s no discretion available at the counter.
- Notarization by a notary public in the home country.
- Authentication by the home country’s ministry of foreign affairs, or an apostille where that country issues them.
- Attestation by the Bangladesh High Commission or Embassy in that country.
Budget 2 to 3 weeks for the chain, longer if the Bangladesh mission in your country handles low volumes. Documents that arrive in Dhaka with only a notary stamp get returned, which costs another full round trip.
One practical note: get 2 attested sets made while the documents are in the system. Banks keep originals, RJSC wants originals, and repeating the chain for a second set later costs you the same 3 weeks.
The bank documents, and what triggers your Encashment Certificate
Your Encashment Certificate proves your share capital entered Bangladesh through banking channels. RJSC won’t process a foreign-owned filing without it.
To open the non-operating account that receives the capital, the bank asks for 4 things: your Name Clearance Certificate, draft MOA and AOA, the board resolution naming signatories, and passport copies of those signatories.
The remittance itself decides whether you get the certificate. The SWIFT purpose must read Equity Investment. Transfers coded as advance payment, business expenses, or general transfer cannot produce an Encashment Certificate, and correcting a SWIFT with the sending bank takes 2 to 4 weeks.
Once the funds clear, your bank files Form C with Bangladesh Bank, Bangladesh Bank verifies the inward foreign exchange, and the bank issues the certificate. Keep the original. You’ll need it again for dividend repatriation and for quarterly FDI reporting.
What RJSC issues back to you
Approval produces 3 documents, and together they’re the proof your company exists.
- Certificate of Incorporation. Your company legally exists from the date printed on it.
- Certified copy of the MOA. Banks, landlords, and the NBR all ask for this.
- Form XII. Particulars of directors, which you update at RJSC whenever your board changes.
Documents you need after incorporation, not before
4 documents get confused for registration requirements. None of them can be obtained until after your Certificate of Incorporation is issued, and trying to apply early just gets the application returned.
- Trade License from your City Corporation or municipality, 3 to 5 working days, BDT 2,000 to BDT 10,000.
- E-TIN from the NBR (National Board of Revenue), free, usually same day.
- BIN for VAT from the NBR VAT Authority, free, 3 to 5 working days.
- Operational bank account, converted from your non-operating account once the first 3 are in hand.
Your compliance clock starts on the incorporation date, which is why we file these 4 in parallel rather than in sequence. The private limited company compliance obligations and the dated annual compliance calendar set out what falls due from month 1.
Which documents expire
3 of them carry a clock, and 2 of those clocks have caused more restarts than any other part of the file.
| Document | Validity | What happens when it lapses |
|---|---|---|
| Name Clearance Certificate | 30 days | Reapply and pay again, and the name may be gone |
| Proof of residential address | 3 months | RJSC queries it, you supply a fresh bill |
| Passport | 6 months minimum remaining | Bank declines the account opening |
| Parent company audited financials | Most recent 2 years | An old set gets returned as incomplete |
The 30-day name clearance window is the one to plan around. Collect shareholder documents and start the attestation chain before you apply for name clearance, so the clock starts when everything else is already moving.
6 reasons RJSC returns a document
Each correction round adds 3 to 5 working days. These 6 account for most of them.
- A vague objects clause in the MOA. “Trading” and “any other lawful business” get flagged. “Import, export and wholesale distribution of industrial machinery and spare parts” passes.
- Shareholder name spelled differently across documents. The passport spelling governs. Address proof, board resolutions, and the subscriber page all have to match it character for character.
- Missing signature on Form IX or the subscriber page. Every named director and every named shareholder signs, with no exceptions and no initials in place of a signature.
- Foreign documents without High Commission attestation. A notary stamp alone is not enough.
- Wrong SWIFT purpose code on the equity remittance. No Encashment Certificate follows, and the filing stalls entirely.
- Share tree analysis missing for a corporate shareholder. RJSC asks for the ultimate beneficial owners, and a single-page ownership summary won’t satisfy the request.
Getting your document file right the first time
We’ve assembled this file for 500+ foreign-owned registrations, and the pattern rarely changes: the Bangladesh-side forms take days, and the parent company documents take weeks. Sequence the work accordingly.
Send us your shareholding structure and we’ll send back a document list built for your specific case, marked with what to start this week. See our private limited company setup service, or talk to our team.
Frequently asked questions
How many documents are required to register a private limited company in Bangladesh?
A company with 2 local individual shareholders needs 11 documents. A company with a foreign corporate shareholder needs 18, covering parent company records, board resolutions, and a share tree analysis. The Bangladesh-side forms account for 5 of the total in both cases.
Do foreign shareholder documents need attestation for RJSC?
Yes. Every parent company document must be notarized in the home country, authenticated by that country’s foreign ministry, then attested by the Bangladesh High Commission or Embassy there. RJSC rejects un-attested foreign documents without exception. The full chain takes 2 to 3 weeks.
How long is an RJSC Name Clearance Certificate valid?
30 days from issue. Your incorporation filing must reach RJSC inside that window. If it lapses you reapply and pay the fee again, and another applicant may have taken the name in the meantime. Apply for 2 or 3 name options together.
Can I register a company in Bangladesh without traveling there?
Yes. Shareholders and directors sign documents before a notary in their own country, then grant a notarized Power of Attorney authorizing signature at RJSC in Dhaka. Bank account opening, RJSC filing, E-TIN, and VAT registration are all handled remotely on that basis.
What is a share tree analysis and who has to provide one?
A share tree analysis maps ownership through every holding layer of a corporate shareholder until it identifies the ultimate beneficial owners. Any company shareholder must provide one. It’s prepared legally in the parent company’s home country and takes 2 to 3 weeks for layered group structures.
