Bangladesh is one of Asia’s fastest-growing economies, making it a powerful destination for local and foreign entrepreneurs. With consistent economic growth, a booming consumer market, and a strong manufacturing and tech ecosystem, it’s no surprise that global investors are set to open a company in Bangladesh.
Table of Contents
If you are planning to start your business journey in 2025, this complete guide will walk you through every legal and practical step on how to open a company in Bangladesh, including registration procedures, document requirements, costs, and compliance tips.
Why Start a Company in Bangladesh
Bangladesh offers a strategic advantage for startups and foreign investors for several reasons:
- Rapidly growing GDP and strong domestic demand.
- Young, tech-savvy workforce and affordable labor.
- Access to global markets through trade agreements.
- Business reforms that have simplified company registration.
- Emerging startup ecosystem with government incentives.
For both local and foreign investors, Bangladesh provides opportunities across manufacturing, information technology, e-commerce, real estate, and renewable energy.
Legal Framework for Company Registration
Company registration in Bangladesh is governed by the Companies Act 1994 and regulated by the Registrar of Joint Stock Companies and Firms (RJSC).
RJSC is the sole authority responsible for approving company names, issuing incorporation certificates, and maintaining the national registry of companies.
There are three main types of companies you can register under Bangladeshi law:
- Private Limited Company (Ltd) – Most common structure for local and foreign investors.
- Public Limited Company (PLC) – Suitable for large businesses planning to raise public capital.
- Branch Office or Liaison Office – For foreign companies wanting a presence without incorporating a new entity.
For most entrepreneurs, a Private Limited Company is the preferred and most practical choice.
Requirements to Open a Private Limited Company in Bangladesh
Before registration, you must ensure the following requirements are met:
- Minimum of two shareholders and two directors.
- Directors must be over 18 and not bankrupt or convicted of misconduct.
- Minimum paid-up capital: BDT 1 (no maximum limit).
- A registered address in Bangladesh.
- A unique company name approved by RJSC.
- Preparation of the Memorandum of Association (MoA) and Articles of Association (AoA).
- A Tax Identification Number (TIN) for each director.
Foreign shareholders can hold up to 100% ownership in most sectors, except for a few restricted industries that require special government approval.
Step-by-Step Process to Open a Company in Bangladesh in 2025
Step 1: Choose the Type of Business Structure
The first decision is to choose the right entity type:
- Private Limited Company for most entrepreneurs.
- Public Limited Company if you plan to raise funds publicly.
- Branch or Liaison Office for a foreign company extension.
Each structure has different compliance levels, so decide based on your business goals and investment size.
Step 2: Name Clearance from RJSC
Before registration, you must obtain Name Clearance from the RJSC’s online portal (www.roc.gov.bd).
- Submit your desired company name and wait for approval.
- Once approved, the name remains reserved for 6 months.
- The name must be unique and not identical to any existing company.
Tip: Choose a name that reflects your business activity and is easy to spell and remember.
Step 3: Drafting MoA and AoA
The Memorandum of Association (MoA) defines your company’s main objectives, while the Articles of Association (AoA) outlines internal management rules.
These documents must include:
- Company name and registered address.
- Objectives of the company.
- Share capital and shareholding structure.
- Details of directors and shareholders.
- Rules regarding meetings, share transfer, and voting.
Legal assistance is strongly advised when drafting these documents to ensure compliance with the Companies Act.
Step 4: Open a Temporary Bank Account (for Foreign Investment)
If you are a foreign investor, you must open a temporary bank account in the name of your proposed company and deposit the initial capital from overseas.
After incorporation, this account can be converted into a permanent business bank account.
Step 5: Submit Documents to RJSC for Incorporation
Once your documents are ready, you need to file the incorporation application to RJSC. Required documents include:
- Name clearance certificate.
- MoA and AoA signed by all shareholders.
- Form IX (Consent of Director).
- Form XII (Particulars of Directors, Managers, and Managing Agents).
- Proof of payment of registration fees.
- NID or passport copies of shareholders and directors.
After successful verification, RJSC will issue the Certificate of Incorporation, confirming that your company is officially registered.
Step 6: Obtain Tax Identification Number (TIN)
After incorporation, apply for a Tax Identification Number (TIN) from the National Board of Revenue (NBR).
Each company and director must have an individual TIN to operate legally and open bank accounts.
Step 7: Open a Permanent Bank Account
Once you have the Certificate of Incorporation and TIN, open a permanent business bank account in any Bangladeshi commercial bank. This account will be used for regular business transactions and foreign remittance receipts.
Step 8: VAT and Trade License Registration
Every operating company in Bangladesh must obtain:
- Trade License from the local city corporation or municipality.
- VAT Registration (BIN) from the National Board of Revenue.
These are mandatory for issuing invoices, hiring staff, and running day-to-day business operations.
Step 9: Register for Import and Export (If Applicable)
If your company plans to trade internationally, register with:
- Chief Controller of Imports & Exports (CCI&E) for import/export license.
- Bangladesh Bank (BB) for remittance approvals, if foreign capital is involved.
Step 10: Annual Compliance and Filing
After incorporation, companies must follow ongoing compliance rules:
- File annual returns and audited financial statements with RJSC.
- Renew trade license every year.
- File tax returns to NBR annually.
- Maintain proper accounting records and corporate minutes.
Failure to comply can result in penalties or suspension of company operations.
Cost of Company Registration in Bangladesh
The total cost of opening a company in Bangladesh varies based on the company type, authorized capital, and legal assistance required.
Approximate cost breakdown for a private limited company:
- Name clearance: BDT 230
- Registration fees: Around BDT 5,000–10,000 (depending on capital)
- Trade license: BDT 5,000–15,000
- TIN and VAT registration: Usually free
- Legal and professional fees: Variable (BDT 15,000–50,000)
On average, the total setup cost ranges between BDT 30,000 and BDT 80,000, excluding office rent and other business expenses.
Time Required for Company Registration
If all documents are in order, the entire registration process usually takes:
- Name clearance: 1–2 working days
- Document preparation: 2–3 working days
- Incorporation approval from RJSC: 3–5 working days
- Total timeline: around 7–10 business days
Benefits of Incorporating a Company in Bangladesh
- Limited liability protection for shareholders.
- Legal identity separate from the owners.
- Better credibility with banks and investors.
- Access to government incentives for industrial and export sectors.
- Ability to hire employees and sign contracts in the company’s name.
Common Mistakes to Avoid
- Submitting incomplete documents or mismatched signatures.
- Ignoring compliance filings after incorporation.
- Using unregistered business names.
- Not hiring a qualified legal consultant.
- Failing to update RJSC about director or address changes.
Frequently Asked Questions (FAQs)
Can a foreigner open a company in Bangladesh?
Yes, foreign individuals and companies can own up to 100% shares in most sectors. Certain industries may require prior government approval.
What is the minimum capital required to open a company in Bangladesh?
You can start a private limited company with as little as BDT 1 in paid-up capital, though higher capital is often recommended for banking and credibility purposes.
How long does it take to open a company in Bangladesh?
Typically 7 to 10 working days, depending on the document verification speed and accuracy.
Can I open a company online?
Yes, the RJSC has an online registration system for name clearance and document submission, but physical submission may still be required for verification.
What taxes will my company pay?
Corporate tax rates vary depending on the industry — around 20%–30% for most private companies, with possible exemptions for startups or export-oriented industries.
Why Work with Dewey & LeBoeuf
At Dewey & LeBoeuf, our corporate and commercial law experts assist both local and foreign investors to open a company in Bangladesh. We handle everything from name clearance and documentation to post-incorporation compliance.
Our global presence and local legal expertise ensure your business is set up securely, efficiently, and in full compliance with Bangladeshi law.
Contact our team today for a personalized consultation and let our experts handle your company formation from start to finish.
E-mail: info@deweyleboeuf.com
Phone: +971 58 690 9684
Address: 26B Street, Mirdif, Dubai, UAE