How to Register a Company in Bangladesh: Step-by-Step RJSC Guide

Starting a company in Bangladesh opens doors to one of South Asia’s fastest-growing economies. Whether you are launching a tech startup in Dhaka, setting up a manufacturing plant in Chittagong, or formalizing a family enterprise, forming a Private Limited Company provides limited liability, corporate credibility, and access to formal banking and global investment.

However, navigating corporate registration can feel daunting. The Registrar of Joint Stock Companies and Firms (RJSC) has digitized its processes through the RJSC E-Services portal (app.roc.gov.bd), but entrepreneurs still encounter delays due to errors in drafting documents, miscalculating authorized capital fees, or skipping post-incorporation tax steps.

This definitive guide breaks down the full company registration process in Bangladesh under the Companies Act, 1994. You will find step-by-step instructions, clear fee breakdowns, required documentation lists, common compliance traps, and practical post-incorporation steps.

1. Pre-Registration Essentials: Choosing Your Business Structure

Before submitting filings to the RJSC, you must select the legal entity structure that fits your business model, shareholder setup, and long-term funding plans.

                      ┌─────────────────────────────────────────┐
                      │    Select Corporate Structure (Act 94)  │
                      └────────────────────┬────────────────────┘
                                           │
         ┌─────────────────────────────────┼─────────────────────────────────┐
         ▼                                 ▼                                 ▼
┌──────────────────┐             ┌──────────────────┐             ┌──────────────────┐
│ Private Limited  │             │ One Person (OPC) │             │ Public Limited   │
│  (2–50 Shareholders)           │  (1 Shareholder) │             │(7+ Shareholders) │
└──────────────────┘             └──────────────────┘             └──────────────────┘

Key Business Structures Under the Companies Act, 1994

1. Private Limited Company (Ltd.):

   • Shareholders: Minimum 2, maximum 50.

   • Directors: Minimum 2 directors.

   • Liability: Limited to the unpaid amount of shares held by each member.

   • Best For: Startups, SMEs, and foreign direct investment (FDI).

2. One Person Company (OPC):

   • Shareholders: Exactly 1 natural person.

   • Director: The single shareholder acts as the sole director (a nominee must be appointed to take over in case of death or incapacity).

   • Best For: Solo entrepreneurs looking for corporate status without needing co-founders.

3. Public Limited Company (PLC):

   • Shareholders: Minimum 7, no maximum cap.

   • Directors: Minimum 3 directors.

   • Capital: Can invite the public to subscribe for shares and list on stock exchanges (DSE/CSE).

   • Best For: Large-scale commercial enterprises seeking public capital.

4. Foreign Branch / Liaison Office:

   • Ownership: 100% owned by a parent foreign corporation.

   • Approval: Requires prior approval from the Bangladesh Investment Development Authority (BIDA) before RJSC filing.

Key Takeaway: For over 90% of small business owners and high-growth ventures, a Private Limited Company offers the ideal balance of operational flexibility, risk management, and investor readiness.

2. Step-by-Step Guide to Registering a Company at RJSC

Registrations take place primarily on the RJSC E-Services Portal (app.roc.gov.bd). Following these five distinct steps ensures smooth processing.

Step 1: Name Clearance Application ──► Step 2: Document Drafting (MoA & AoA)
                                                │
Step 5: Certificate & Digital Stamp ◄── Step 4: RJSC Verification & Fees ◄── Step 3: Online Portal Submission

Step 1: Name Clearance Application

Your company name must be unique and not conflict with existing registered businesses or trademarks.

• Process: Log into app.roc.gov.bd, navigate to Name Clearance, enter your proposed name, and submit the search request.

• Fee: BDT 500 per name application + 15% VAT (total ~BDT 575).

• Validity: Once approved, your Name Clearance Certificate is valid for 30 days (extendable up to 180 days upon fee payment).

Pro Tip: Search for unique keywords rather than common terms. For instance, instead of searching for “Dhaka Logistics,” search for your distinct brand identifier (e.g., “ApexLogistics”) to avoid immediate rejection.

Step 2: Drafting Core Legal Documents

You must draft the primary governance documents defining your company’s purpose and internal rules:

• Memorandum of Association (MoA): Outlines your company’s core objectives, authorized share capital, and share distribution. Ensure your Main Objects Clause covers your core business operations while allowing room for expansion.

• Articles of Association (AoA): Sets internal governance rules, such as director appointment procedures, board meeting frequencies, voting rights, and share transfer restrictions.

Step 3: Completing Statutory Forms & Uploading

Prepare and fill out the mandatory RJSC forms online:

• Form I: Declaration of Registration Compliance.

• Form VI: Notice of Situation of Registered Office.

• Form IX: Consent of Director to Act (signed by each incoming director).

• Form X: List of Persons Consenting to act as Directors.

• Form XII: Particulars of Directors, Managers, and Managing Agents.

Attach clear PDF scans of:

1. Approved Name Clearance Certificate.

2. Executed MoA and AoA.

3. National ID Cards (NID) or Passports of all Directors and Shareholders.

4. Passport-sized photos of Directors.

Step 4: Paying Government Fees and Stamp Duty

Fees depend on your company’s Authorized Share Capital (the maximum total value of shares your company is legally authorized to issue).

Total Registration Cost = Name Clearance Fee + Registration Fee (based on Authorized Capital) 
                         + Form Filing Fees + Stamp Duty + 15% VAT

Government Fee Breakdown (Sample Estimates):

Payment method: Payments can be made electronically through designated bank portals or integrated mobile financial services (MFS) linked to the RJSC site.

Step 5: Verification & Certificate Issuance

Once fees are verified, an RJSC officer reviews your file. If your submission is complete, RJSC issues:

• Certificate of Incorporation (bearing your unique Corporate Identification Number / CIN).

• Digitally certified copies of Form XII, MoA, and AoA.

3. Mandatory Post-Incorporation Setup & Licenses

Getting your Certificate of Incorporation is a major milestone, but your business cannot legally conduct commercial transactions until you secure operational licenses.

           ┌──────────────────────────────────────────────┐
           │     RJSC Incorporation Certificate Issued    │
           └──────────────────────┬───────────────────────┘
                                  │
                                  ▼
           ┌──────────────────────────────────────────────┐
           │  1. Tax Identification Number (e-TIN)        │
           └──────────────────────┬───────────────────────┘
                                  │
                                  ▼
           ┌──────────────────────────────────────────────┐
           │  2. Corporate Bank Account Opening           │
           └──────────────────────┬───────────────────────┘
                                  │
                                  ▼
           ┌──────────────────────────────────────────────┐
           │  3. Trade License (City Corporation / Pouro) │
           └──────────────────────┬───────────────────────┘
                                  │
                                  ▼
           ┌──────────────────────────────────────────────┐
           │  4. VAT Registration (BIN) from NBR          │
           └──────────────────────┬───────────────────────┘
                                  │
      ┌───────────────────────────┴───────────────────────────┐
      ▼                                                       ▼
┌──────────────────────────────────────┐  ┌──────────────────────────────────────┐
│  Sector-Specific Licenses (Optional) │  │  Foreign Investors (Optional)        │
│  • IRC/ERC (Import/Export)           │  │  • BIDA Encashment Certificate       │
│  • Fire & Environment Clearances     │  │  • Work Permits for Expat Staff      │
└──────────────────────────────────────┘  └──────────────────────────────────────┘

Step-by-Step Post-Incorporation Workflow

1. Company e-TIN (Tax Identification Number):

   • Apply online at the National Board of Revenue (NBR) TIN portal using your Incorporation Number and CIN.

2. Corporate Bank Account:

   • Open a commercial bank account in the company’s legal name.

   • Required Documents: Certified MoA, AoA, Certificate of Incorporation, Form XII, Directors’ NIDs, TIN, and a Board Resolution authorizing the account opening.

3. Trade License:

   • Obtain this from the local governing authority (e.g., City Corporation or Pourashava) where your registered office is located.

   • Requires your office rental agreement, holding tax receipt, and corporate documents.

4. VAT Registration (Business Identification Number – BIN):

   • Register on the NBR VAT online portal to obtain your 9-digit or 11-digit BIN, which is required for invoicing, importing, and commercial sales.

5. Specialized Permits (As Needed):

   • Import/Export Certificates (IRC/ERC): Issued by the Office of the Chief Controller of Imports and Exports (CCI&E).

   • BIDA Registration: Essential for foreign investors repatriating profits or hiring foreign nationals.

   • Fire License & Environment Clearance: Mandatory for manufacturing, factories, and commercial spaces.

4. Special Considerations for Foreign Investors & Entrepreneurs

Bangladesh encourages foreign direct investment (FDI), allowing 100% foreign ownership in most sectors without cap restrictions. However, foreign nationals must satisfy specific compliance steps:

[Foreign Inward Remittance] ──► [Encashment Certificate] ──► [Issued Equity Shares] ──► [BIDA Filing]

• Paid-Up Capital Matching: While there is no minimum legal capital requirement for local private companies, foreign investor entities often set paid-up capital at USD 50,000+ to easily secure foreign staff work permits and branch approvals via BIDA.

• Inward Remittance Encashment: Foreign capital must be remitted to a temporary capital bank account in Bangladesh via formal banking channels before final share allotment. The receiving bank will issue an Encashment Certificate, which must be submitted to RJSC.

• Security Clearances: Foreign directors must submit clear passport copies, complete background verification, and obtain valid work visas (Category E) to draw local salaries.

5. Critical Pitfalls & Mistakes to Avoid

Many entrepreneurs hit unexpected delays during company setup. Watch out for these four common mistakes:

Common Pitfalls & How to Prevent Them

1. Vague Main Objectives in the MoA:

   • Mistake: Writing restrictive, narrow clauses in your MoA (e.g., listing only “software development”).

   • Fix: Draft broad, flexible objective clauses (e.g., “software, IT-enabled services, hardware trading, and digital consulting”) so you don’t need to amend your MoA later when expanding operations.

2. Mismatch in Registered Office Addresses:

   • Mistake: Providing a residential address that conflicts with city corporation commercial zones.

   • Fix: Ensure your registered office address matches your rental agreement, utility bills, and trade license application.

3. Misunderstanding Authorized vs. Paid-Up Capital:

   • Mistake: Setting an excessively high Authorized Capital (e.g., BDT 10 Crore) without considering the non-refundable RJSC stamp duty fees.

   • Fix: Set an realistic Authorized Capital that fits your 1–2 year growth trajectory. You can always increase authorized capital later through an Extraordinary General Meeting (EGM).

4. Neglecting Annual RJSC Compliance Returns:

   • Mistake: Assuming incorporation is a one-time process and ignoring statutory annual filings.

   • Fix: Submit required annual returns (Form Schedule X, Balance Sheet, Form XXIII) on time to avoid default penalties and late fees.

6. Frequently Asked Questions (FAQ)

What is the minimum capital required to register a private limited company in Bangladesh?

There is no statutory minimum capital requirement for local private limited companies under the Companies Act, 1994. You can start with an authorized capital as low as BDT 100,000, though practical setup costs and bank requirements often lead founders to start with BDT 500,000 to BDT 1,000,000.

How long does the entire RJSC company registration process take?

With clean document preparation, Name Clearance takes 1 to 2 working days, and RJSC incorporation approval takes 3 to 7 working days. Securing post-incorporation licenses (Trade License, BIN, TIN) typically takes an additional 7 to 14 days.

Can a foreign citizen be the sole owner of a Bangladeshi company?

Yes. A foreign individual or corporate body can own up to 100% of the shares in a Bangladeshi Private Limited Company, except in a few restricted sectors (e.g., arms, atomic energy, minting, forest plantation). Foreign entrepreneurs can also register a One Person Company (OPC) or set up a local private limited company with 100% equity shareholding.

What are the annual legal compliance requirements after company setup?

Registered companies must hold an Annual General Meeting (AGM) every calendar year, audit their financial statements through a chartered accounting firm, and file annual returns (Schedule X, audited balance sheet, Form XXIII) with the RJSC. Companies must also file annual income tax returns with the NBR.

7. Conclusion: Build Your Business on a Solid Foundation

Registering a company in Bangladesh officially establishes your business entity, protects your personal assets through limited liability, and builds trust with corporate clients, financial institutions, and investors.

By executing your setup step-by-step—from obtaining your initial Name Clearance to securing your Trade License and VAT BIN—you protect your enterprise from compliance risks and position it for long-term operational success.

Author: Nasir Uddin

Nasir Uddin is a dedicated writer and researcher at BanglaLook.com, where he explores topics related to education, Bangladeshi culture, lifestyle, and travel. With a strong passion for learning and storytelling, he blends personal observation with well-researched insights to help readers better understand Bangladesh and the world around them.