How to Register/Incorporate a Company in Bangladesh 2025 – Avoid These Costly Mistakes

Starting a business in Bangladesh is an exciting opportunity, but the process to incorporate a company requires careful planning and legal compliance. Whether you are a local entrepreneur or a foreign investor, understanding the legal framework, registration steps, and regulatory requirements is crucial for smooth business operations.

This guide explains everything you need to know to register or incorporate a company in Bangladesh, from types of companies to documents, timelines, costs, and legal compliance. It also shows how professional legal support can save time, reduce risk, and help you establish a company the right way.

Why Register a Company in Bangladesh

Bangladesh has emerged as a promising destination for businesses due to its fast-growing economy, strategic location in South Asia, and government incentives for start-ups and foreign investors. Registering your company legally offers:

• Legal recognition and credibility for your business.
• Access to formal banking, loans, and government incentives.
• Protection of company assets and limited liability for shareholders.
• Compliance with tax authorities and government regulations.
• Ability to enter into contracts, hire employees, and expand operations.

For foreign entrepreneurs, registering a company ensures you can operate fully, access local markets, and benefit from investment incentives while staying compliant with Bangladeshi law.

Types of Companies in Bangladesh

Bangladesh offers several corporate structures. Choosing the right type is critical as it affects liability, taxation, and regulatory requirements. The main types include:

1. Private Limited Company (Ltd)

The most common business structure in Bangladesh, suitable for small and medium enterprises. Features:

• Limited liability for shareholders.
• Minimum of 2 and maximum of 50 shareholders.
• Requires a minimum of 2 directors.
• Can issue shares privately.

2. Public Limited Company (PLC)

Designed for larger businesses that intend to raise capital from the public. Features:

• Minimum of 7 shareholders and 3 directors.
• Shares can be offered to the public.
• Subject to stricter disclosure and regulatory requirements under the Companies Act.

3. One Person Company (OPC)

Suitable for individual entrepreneurs who want limited liability. Features:

• Single shareholder and director.
• Limited liability protection.
• Easiest to manage with fewer compliance requirements than a private limited company.

4. Branch Office or Liaison Office for Foreign Companies

Foreign companies can operate in Bangladesh via:

• Branch Office: Can carry out business activities but profits are repatriated to the parent company.
• Liaison Office: Limited to promoting the parent company, cannot engage in commercial activities.

Choosing the right structure depends on your business goals, capital, and operational needs.

Legal Requirements to Incorporate a Company

To register a company in Bangladesh, certain legal requirements must be met:

1. Directors and Shareholders
   • Private limited companies require at least 2 directors and 2 shareholders.
   • Directors must be at least 18 years old and can be residents or foreigners.
2. Company Name
   • The proposed name must be unique and not conflict with existing businesses.
   • Names are approved by the Registrar of Joint Stock Companies and Firms (RJSC).
3. Registered Office
   • A local physical address is mandatory.
   • This will be used for official correspondence and government notices.
4. Capital Requirements
   • Private companies can be started with minimal capital, but PLCs require higher capital as per regulatory guidelines.
   • Capital must be reflected in the company’s Memorandum of Association (MOA).
5. Memorandum and Articles of Association
   • MOA defines the company’s objectives and scope of business.
   • Articles of Association (AOA) outline the internal governance rules.
6. Tax Registration
   • Obtain a Tax Identification Number (TIN) from the National Board of Revenue (NBR).
   • Register for VAT and other relevant taxes if your business falls under the applicable category.
7. Business Licenses
   • Certain industries may require sector-specific approvals or licenses from government bodies.

Step-by-Step Guide to Register a Company in Bangladesh

1. Reserve Your Company Name

Submit your proposed company name to the RJSC for approval. Ensure it is unique and compliant with naming guidelines. Name approval typically takes 1-3 days.

2. Prepare Memorandum and Articles of Association

Prepare the MOA and AOA with details of shareholders, directors, company objectives, and shareholding structure. This is a critical legal step, and errors can delay registration.

3. File Incorporation Documents

Submit the following documents to the RJSC:

• Name approval certificate.
• MOA and AOA.
• List of directors and shareholders.
• Proof of registered office address.
• NID/passport copies of shareholders and directors.
• Payment receipt of incorporation fees.

The RJSC reviews the documents and issues a Certificate of Incorporation if everything is in order.

4. Obtain Tax Registration

After incorporation, apply for a TIN with the NBR. This is necessary for corporate tax, VAT registration, and other financial compliance.

5. Open a Corporate Bank Account

A local bank account is mandatory for business transactions. Banks will require the Certificate of Incorporation, TIN, MOA, AOA, and KYC documents of directors and shareholders.

6. Apply for Trade Licenses

Depending on your business activity and location, local City Corporation or municipal authorities may require a trade license.

7. Register for VAT (if applicable)

If your annual turnover is above the VAT threshold or your business type requires VAT, register with the NBR to comply with tax regulations.

8. Appoint Company Secretary (if applicable)

While not mandatory for private limited companies, a company secretary can help maintain compliance with the Companies Act, file annual returns, and manage corporate governance efficiently.

Costs and Timeline Overview

• RJSC Incorporation Fees: Starts around BDT 3,000 depending on share capital.
• MOA/AOA Drafting and Legal Fees: BDT 5,000–15,000 (depends on legal service provider).
• Trade License Fees: Varies by municipality.
• VAT Registration and TIN: Minimal processing fees.

Timeline:

• Name approval: 1–3 days.
• Incorporation approval: 5–7 working days.
• Bank account opening: 1–2 weeks.
• Trade license: 3–7 days depending on municipality.

Professional legal support can reduce delays, ensure all documents are correct, and help you navigate complex compliance requirements.

Practical Tips for Entrepreneurs in Bangladesh

1. Use a Professional Legal Service
   A licensed law firm ensures documents are correctly drafted, filed, and compliant with the Companies Act 1994.
2. Plan Your Capital Structure
   Decide on shareholding and authorized capital carefully to avoid future restructuring.
3. Prepare Documents in Advance
   Have shareholder and director documents ready, including ID and proof of address, to prevent delays.
4. Understand Sector-Specific Regulations
   Businesses in banking, pharmaceuticals, or import-export may require additional approvals.
5. Maintain Ongoing Compliance
   File annual returns, tax returns, and renew licenses timely to avoid fines and penalties.

Common Mistakes to Avoid

• Submitting incomplete or inconsistent documents.
• Choosing an already registered or restricted company name.
• Ignoring local licenses or sector-specific approvals.
• Delaying tax registration or VAT registration.
• Attempting to incorporate a company without proper legal guidance, leading to delays or non-compliance.

FAQs

Why Use Dewey & LeBoeuf for Company Registration

At Dewey & LeBoeuf, our team of corporate law experts provides full-service support for entrepreneurs and investors in Bangladesh:

• Drafting and filing MOA and AOA.
• Complete legal review of shareholder and director documentation.
• Coordination with RJSC, NBR, and municipal authorities.
• Tax registration, trade licenses, and ongoing compliance services.
• Expert advice on capital structure, foreign ownership, and regulatory requirements.

Our professional legal services save time, reduce risks, and ensure your business is fully compliant from day one.

Contact Dewey & LeBoeuf today to get a customized legal service package to incorporate a company in Bangladesh.