START A COMPANY / ASIA-PACIFIC

How to register a company in Bangladesh

Companies register with the RJSC through its online portal after name clearance. A Private Limited needs at least 2 shareholders; local solo founders can use a One Person Company. After registration you need a trade licence, e-TIN and, if relevant, a VAT BIN. Foreign investors also register with BIDA.

REGISTRY
Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh
ONLINE
Partly online
FROM
BDT 2,000 (≈ £12)
STRUCTURES HERE
3

Setting up from abroad

Yes: up to 100% foreign ownership in most sectors through a private limited company (2+ shareholders; foreigners cannot form a One Person Company). Register the investment with BIDA's One Stop Service for remittance rights; expatriate staff need BIDA work permits, applied for within 15 days of arrival.

PRIVATE LIMITED COMPANY

Pvt Ltd: Private Limited Company (Companies Act 1994)

Local and foreign-owned startups and SMEs wanting limited liability; the route open to foreign investors for a new venture.

Liability
Limited to what you put in
You need
2 shareholders and 2 directors (up to 50 shareholders); the same people can fill both roles
Minimum capital
None by law (authorised capital of Tk 10–40 lakh is typical)
Time
About 1–3 weeks for RJSC registration; allow 1–4 more weeks for trade licence, e-TIN, bank account and BIDA

Steps

  1. Apply for name clearance on the RJSC portal (app.roc.gov.bd/psp) with 2–3 name options; the fee is Tk 500 per proposed name.

  2. Open a temporary bank account in the company's name for the capital deposit; foreign investors arrange the remittance route through BIDA's One Stop Service.

  3. Prepare the Memorandum and Articles of Association, the director consents and the standard RJSC forms (five forms plus the MoA/AoA) and a registered office address in Bangladesh.

  4. Pay stamp duty (MoA Tk 2,000; AoA Tk 10,000 up to Tk 40 lakh authorised capital) and RJSC fees (Tk 1,200 for six documents plus a capital-based fee) through the online banking channels.

  5. Submit the documents on the RJSC portal; the Registrar reviews them and issues the digital Certificate of Incorporation at no extra certificate fee.

  6. Foreign-owned: register the project with BIDA (OSS portal) to secure remittance and repatriation rights and apply for expatriate work permits within 15 days of arrival.

  7. Obtain the trade licence from the City Corporation or municipality, the corporate e-TIN from the NBR and open the main bank account; register for VAT (BIN) if required.

Documents

  • NID or passport with photographs for each subscriber and director
  • Proof of address and e-TIN for each director and shareholder
  • Signed MoA, AoA, director consents and subscriber declarations
  • Registered office rent agreement or ownership proof
  • Foreign shareholders: notarised and legalised passport copies and a corporate resolution

Official fees

Name clearance Tk 500 per name; stamp duty Tk 12,000 (MoA Tk 2,000 + AoA Tk 10,000 to Tk 40 lakh); RJSC filing Tk 1,200; capital fee nil to Tk 10 lakh, then Tk 80 per lakh to Tk 50 lakh.

Budget

HowAboutWhat it covers
Do it yourselfBDT 13,700≈ £83DIY: RJSC official fees for up to Tk 10 lakh authorised capital (name, stamp duty, filing); VAT/bank charges extra
With an accountant or agentBDT 50,000≈ £300With a corporate agent or lawyer handling filings (about Tk 35,000–70,000 including official fees)
Full serviceBDT 200,000≈ £1,200Law-firm package with BIDA registration, trade licence, TIN, VAT, bank and work-permit help (about)

Every year

  • Hold an AGM each year, appoint an auditor and prepare audited accounts
  • File the annual return and other documents with the RJSC (Tk 200 per document on time; Tk 500 per year late for up to 3 years)
  • File the corporate income-tax return with the NBR within the statutory time after year-end and file VAT returns monthly if registered (standard VAT 15%)
  • Renew the trade licence every year (usually by 30 June) and keep the member, director and charge registers at the registered office

Check before you rely on it. Not confirmed with an official source: trade licence costs, tax deadlines and VAT thresholds are approximate (the NBR and city corporations were not checked). RJSC fees are from the RJSC's own fee page (last updated 2026); VAT may be added by banks or the portal. A One Person Company (Bangladeshi individual plus nominee) exists since 2020 but is closed to foreigners.

SOLE TRADER

Sole proprietorship: Sole proprietorship (trade licence only; not registered with the RJSC)

Local individuals running shops, freelancing or small trading; no limited liability and rarely used by foreign investors.

Liability
Unlimited: you are personally liable
You need
1 individual (Bangladeshi national in practice)
Minimum capital
None
Time
1–7 days

Steps

  1. Apply for a trade licence from the City Corporation, municipality or union parishad with your NID, address proof and business details; the fee depends on business type and size.

  2. Obtain an e-TIN for the proprietor from the National Board of Revenue's e-TIN system (free).

  3. Open a business bank account using the trade licence and e-TIN.

  4. Register for VAT (BIN) or turnover tax with the NBR when your turnover passes the legal thresholds.

  5. Get any sector licences you need (for example import/export registration, food or drug licences).

Documents

  • National ID card and photographs
  • Business address proof (rent agreement or ownership paper)
  • e-TIN certificate
  • Bank account opening form

Official fees

No RJSC fee; the trade licence fee is set by the local authority (often Tk 500–5,000 or more by size and area); e-TIN is free.

Budget

HowAboutWhat it covers
Do it yourselfBDT 2,000≈ £12DIY: trade licence fee (varies by authority); e-TIN is free (about)
With an accountant or agentBDT 8,000≈ £48With a consultant handling licence, e-TIN and bank account (about Tk 5,000–12,000)
Full serviceBDT 30,000≈ £180Consultant handles licences, VAT/TIN registrations, books and first-year returns (about)

Every year

  • Renew the trade licence every year (usually by 30 June)
  • File the proprietor's personal income-tax return each year
  • File VAT or turnover-tax returns if registered
  • Keep books and pay staff-related contributions

Check before you rely on it. Not confirmed with an official source: licence fees and VAT/turnover-tax thresholds are approximate.

PARTNERSHIP

Partnership: Partnership firm (Partnership Act 1932, registered with the RJSC)

Two or more local professionals or family members sharing a small business; partners are personally liable.

Liability
Unlimited: you are personally liable
You need
2 partners (up to 20 for general business)
Minimum capital
None
Time
1–2 weeks

Steps

  1. Choose the firm name and apply for name clearance on the RJSC portal (Tk 500 per proposed name).

  2. Draft and sign a partnership deed on stamp paper, signed by all partners (and witnesses).

  3. File the partnership registration application with the deed and the partners' details on the RJSC portal.

  4. Pay the RJSC fees: Tk 5,000 registration fee plus Tk 500 filing fee.

  5. Receive the RJSC registration certificate, then obtain a trade licence and e-TIN for the firm and open a bank account.

Documents

  • Partnership deed on stamp paper
  • NID or passport and photographs of each partner
  • Proof of business address
  • e-TIN for each partner

Official fees

RJSC: name clearance Tk 500; registration Tk 5,000; registration filing Tk 500; stamp duty on the deed and the trade licence fee are extra.

Budget

HowAboutWhat it covers
Do it yourselfBDT 6,000≈ £36DIY: RJSC name, registration and filing fees (Tk 500 + 5,000 + 500); stamp paper extra
With an accountant or agentBDT 15,000≈ £91With a lawyer drafting the deed and filing (about Tk 10,000–25,000)
Full serviceBDT 50,000≈ £300Lawyer-led set-up with licences, TIN, VAT and bank account (about)

Every year

  • File changes of partners or address with the RJSC (about Tk 500 per form)
  • File the firm's and each partner's income-tax return annually
  • Renew the trade licence every year and file VAT returns if registered

Good to know. RJSC fees are from the RJSC fee page; stamp duty on the deed unverified.

After you register

  • Trade licence from the City Corporation or municipality; renew every year (usually by 30 June)
  • Corporate e-TIN from the National Board of Revenue and an annual company tax return
  • VAT registration (BIN) with the NBR once turnover passes the VAT threshold; file VAT returns monthly (standard rate 15%)
  • Open the company bank account and bring in the paid-up capital; foreign remittances must come through banking channels with the documents Bangladesh Bank and BIDA require
  • Foreign investors: BIDA project registration and expatriate work permits and visa recommendations through the OSS portal
  • Import (IRC) and export (ERC) registrations, environment clearance or fire licences if your sector needs them
  • Keep the register of members, directors and charges at the registered office and file RJSC returns for any change

Sources

Other countries in Asia-Pacific

This guide is general information to help you plan, not legal, tax or immigration advice. Fees, forms and rules change: check the official registry before you file, and take professional advice for anything complex. Agent and lawyer costs are typical market prices, not quotes.

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