Registering a private limited company in Bangladesh is the most popular and legally secure way to start a business. It provides limited liability protection, investor credibility, and scalability for local or foreign entrepreneurs. In this guide, we will explain the complete way to register a private limited company, step-by-step, including requirements, costs, and legal formalities under the Companies Act 1994.
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Why Choose a Private Limited Company in Bangladesh
A private limited company (Ltd.) is the preferred structure for most businesses in Bangladesh because it:
- Protects shareholders’ personal assets from business liabilities.
- Allows 2 to 50 shareholders, making it flexible for startups and small businesses.
- Can be owned by locals or foreigners (100% foreign ownership permitted in most sectors).
- Builds trust with banks, investors, and government agencies.
- Enables business expansion and long-term sustainability.
If you plan to grow, raise investment, or operate professionally, forming a private limited company is the best option.
Legal Authority for Company Registration
In Bangladesh, all company registrations are handled by the Registrar of Joint Stock Companies and Firms (RJSC), which operates under the Ministry of Commerce. The RJSC maintains the official record of all registered companies, partnerships, and societies.
Step-by-Step Process to Register a Private Limited Company in Bangladesh
1. Name Clearance from RJSC
Before starting, you must obtain name clearance from the RJSC.
- Visit the RJSC website and apply online for your proposed company name.
- Check name availability and ensure it doesn’t duplicate an existing company.
- Once approved, you’ll receive a name clearance letter valid for 180 days.
This name will be used in all registration documents.
2. Draft Memorandum and Articles of Association
Next, prepare the Memorandum of Association (MoA) and Articles of Association (AoA).
- The MoA defines your company’s name, objectives, authorized capital, and shareholding.
- The AoA outlines internal rules, director powers, and shareholder rights.
These must comply with the Companies Act 1994 and be drafted in English.
If you’re unsure, it’s best to get help from a legal or corporate service provider to ensure accuracy.
3. Prepare Required Documents
You’ll need the following documents for submission:
- Name clearance letter from RJSC.
- Memorandum and Articles of Association.
- Form I: Declaration on registration of the company.
- Form VI: Notice of situation of registered office.
- Form IX: Consent of directors to act.
- Form X: List of persons who have consented to be directors.
- Passport-sized photos and NID/Passport of directors and shareholders.
- Proof of paid-up capital (bank statement or encashment certificate for foreign shareholders).
All signatures must be in pen and verified correctly.
4. Open a Temporary Bank Account
If you’re bringing in foreign investment, open a temporary bank account in the proposed company name. Deposit the paid-up capital amount and obtain an Encashment Certificate.
Local investors can proceed without this step if all shareholders are Bangladeshi.
5. Submit Documents to RJSC
Once all forms and documents are ready, submit them to the RJSC for verification and registration.
After approval, RJSC will issue:
- Certificate of Incorporation (legal proof of company existence).
- MoA and AoA certified copies.
- Form XII (director list confirmation).
This certificate allows your company to officially begin operations.
6. Apply for TIN and VAT Registration
After incorporation, you must obtain:
- Taxpayer Identification Number (TIN) from the National Board of Revenue (NBR).
- Business Identification Number (BIN/VAT registration) if your business is taxable.
These registrations are essential for opening a corporate bank account and legally operating.
7. Open a Permanent Bank Account
Once the company is incorporated, convert your temporary bank account into a permanent corporate account using your incorporation certificate, TIN, and board resolution.
8. Obtain Additional Licenses (If Required)
Depending on your industry, you may need additional licenses such as:
- Trade License from City Corporation or Municipality.
- Fire Safety and Environmental Clearances.
- Export/Import Registration Certificate (if applicable).
Consult your lawyer or business advisor to identify specific permits.
Minimum Capital Requirement
There is no fixed minimum capital for private limited companies in Bangladesh. You can start with any amount (commonly BDT 100,000 or more). However, certain sectors or visa applications for foreign investors may require higher paid-up capital.
Shareholding and Director Rules
- Minimum 2 shareholders and maximum 50 shareholders.
- At least 2 directors are required.
- Both shareholders and directors can be the same person.
- Foreign nationals can act as directors and shareholders.
All must be adults of sound mind, not disqualified under the Companies Act.
Timeframe and Cost Estimate
- Name clearance: 1–2 working days.
- Document preparation and bank account opening: 2–5 days.
- RJSC registration approval: 3–7 working days (depending on workload).
- Total estimated time: 7–14 working days.
Government fees:
Registration fees depend on authorized capital. For most small companies, expect around BDT 2,000–5,000 plus professional service charges.
Post-Registration Compliance
After incorporation, companies must:
- Hold their first board meeting within 30 days.
- Issue share certificates to shareholders.
- Maintain a statutory register of members and directors.
- File annual returns and audited financial statements with RJSC each year.
- Renew trade license and other regulatory certificates annually.
Staying compliant helps maintain your company’s good standing and avoids penalties.
Benefits of a Private Limited Company in Bangladesh
- Separate legal identity and limited liability protection.
- Easier access to funding, loans, and investors.
- Professional brand image and credibility.
- Perpetual succession — the company continues even if owners change.
- Full ownership allowed for foreign investors in most industries.
FAQs
What is the minimum number of shareholders for a private limited company in Bangladesh?
At least two shareholders are required to register a private limited company. The maximum number is fifty.
Can a foreigner register a company in Bangladesh?
Yes. Bangladesh allows 100% foreign ownership in most sectors. However, foreign investors must bring in paid-up capital through official banking channels.
What is the minimum paid-up capital required?
There is no official minimum. However, most companies start with at least BDT 100,000 to demonstrate business credibility.
How long does it take to register a company?
The entire process typically takes between 7 to 14 working days, depending on document preparation and RJSC workload.
Is a company secretary mandatory?
While not mandatory for small companies, it’s recommended to appoint one to ensure timely filings and compliance with RJSC requirements.
Why Work with Dewey & LeBoeuf
At Dewey & LeBoeuf, we specialize in company formation and corporate law services for both local and international clients. Our global legal team can handle everything — from name clearance and MoA drafting to RJSC filing, TIN registration, and post-incorporation compliance.
Contact us today to get professional guidance and complete your company registration in Bangladesh quickly, legally, and without stress.
E-mail: info@deweyleboeuf.com
Phone: +971 58 690 9684
Address: 26B Street, Mirdif, Dubai, UAE