If you’re looking to incorporate a company in Bangladesh, it’s essential to clearly understand the local company registration process.
From initial setup to obtaining necessary licenses, the steps seem daunting to you. But with clear guidance, the process is straightforward. Knowing the procedures upfront will make registration much easier for you.
Bangladesh offers a range of business structures to suit different business needs and goals. In this comprehensive guide, we’ll discuss how to incorporate a private limited company in Bangladesh. It is the most popular structure in Bangladesh.
Whether you’re a first-time entrepreneur or expanding your business here, this guide will give you the clarity you need to start your venture in Bangladesh confidently.
Step-by-Step Procedure of Company Registration in Bangladesh – Private Limited Company
To register a company in Bangladesh as a private limited company, follow the essential steps described below.
1. Get a Name Clearance Certificate
The first step is selecting a unique name for your business. Check the Registrar of Joint Stock Companies and Firms (RJSC) database to ensure your name is not already taken. If available, apply for a name clearance certificate.
2. Draft the Memorandum and Articles of Association
The Memorandum of Association (MoA) and Articles of Association (AoA) are two key documents needed for company registration in Bangladesh. The MoA outlines the company’s objectives, while the AoA specifies internal management rules. These documents must align with local regulations and should be drafted with professional legal assistance.
3. Open a Bank Account and Remit the Share Capital
If the suggested company is foreign or includes any foreign investors, open a temporary bank account for the company. Once the bank account is created, foreign shareholders will remit the minimum required share capital to this bank account.
4. Submit Registration Forms and Necessary Documents
After preparing the MoA and AoA, submit them to the RJSC along with other required forms and documents. RJSC is the government body responsible for company registration. Ensure all necessary details, like the registered office address and shareholder information, are accurately provided to avoid processing delays.
5. Pay the Registration Fees
To proceed, you must pay registration fees to the RJSC. The fees vary based on the company’s authorized capital. This payment is usually made through a bank and is necessary to confirm your application. Keeping the receipt is important, as it’s part of the submission.
6. Get the Certificate of Incorporation
Once the RJSC has reviewed and approved your documents, they will issue a Certificate of Incorporation. This certificate officially recognizes your company as a legal entity in Bangladesh. It includes details such as the company name, registration number, and incorporation date.
7. Register for a Tax Identification Number (TIN)
Obtain a Tax Identification Number (TIN) to conduct business activities in Bangladesh. The National Board of Revenue (NBR) issues the TIN, and it’s required for tax-related matters. This registration step is straightforward and ensures your business’s compliance with tax regulations.
8. Obtain a Business License
Depending on your industry, obtain a business license to operate legally. Local government offices issue these licenses based on your business location. Having a license also boosts credibility with customers and partners, making it easier to gain their trust.
9. Make Your bank Account Corporate
Convert your temporary bank account into a corporate account to manage your company’s finances. Submit your incorporation certificate, MoA, AoA, and other essential documents to the associated bank. This bank account is also essential for foreign investments and paying taxes in Bangladesh.
Legal and Compliance Requirements for Foreign-Owned Companies
Foreign-owned companies have specific legal and compliance obligations in Bangladesh. They must adhere to regulations on foreign investment and register with the Bangladesh Investment Development Authority (BIDA).
Also, foreign investors should meet certain capital requirements, depending on the industry. Understand these legal aspects to avoid regulatory issues and ensure smooth business operations.
Conclusion
Incorporating a business in Bangladesh can open doors to a growing market and numerous opportunities. So, follow the necessary steps to smoothly register a company in Bangladesh and meet compliance requirements to establish a solid foundation for your business.
Whether you’re new or expanding your operations here, understand the process clearly to streamline your journey. Well-prepare yourself to build a successful venture in the thriving economy of Bangladesh.
FAQs
1. How much does it cost to register a company in Bangladesh?
The cost to register a company in Bangladesh varies depending on factors like authorized capital and company type. Typically, it includes government fees, digital signature costs, and other administrative expenses. On average, total costs range from $120 to $140.
2. What documents are required for company registration in Bangladesh?
Key documents include the Memorandum of Association, Articles of Association, shareholder information, a registered office address, and digital signatures. Foreign investors may need additional paperwork, like passport copies and BIDA approvals for investment permissions.
3. Do foreign companies need a local partner to register a company in Bangladesh?
Not necessarily. Bangladesh allows full foreign ownership for most types of businesses, so a local partner is not mandatory. However, some sectors with specific regulations may require local partnerships to operate legally.
