If you are thinking to register a new company in Bangladesh then this article can help you. Doesn’t matter you are a local or a foreigner, you will find the solution you are looking for.

This guide will give you a detailed overview of the conditions, process, and timetable for setting up a limited company in Bangladesh.

Bangladesh has a number of initial and continuing regulatory requirements for establishing a business and operating it, similar to the majority of other localities.

So, let’s explore!

Pre-registration Process 

1. Company Name:  The name must receive approval (clearance) before the company can be incorporated in Bangladesh.

2. Directors: There must be a minimum of two directors. Directors may be domestic or international.

Directors should be at least 18 years old and have no prior convictions for malpractice or bankruptcies.

3. Shareholders: In Bangladesh, a private limited company can have a minimum of 2 shareholders and a maximum of 50. 

A shareholder and director may be the same person or different people.

4. Authorized Capital: The Memorandum of Association and Articles of Association both need to specify the authorized capital. 

It is the highest number of shares that can be issued (allocated) to shareholders by the company.

5. Paid-up Capital: The minimum paid-up capital required to register a business in Bangladesh is one Taka. 

After the company’s incorporation, paid-up capital, also referred to as share capital, may be increased at any time.

6. Registered Address: A local address must be given as the company’s registered address in order to register a company in Bangladesh. 

The registered address cannot be a P.O. Box and must be a physical location (it may be either a home or business address).

7. Memorandum and Articles of Association: An article of association (AOA) and memorandum of association (MoA) must be prepared by the company that will be incorporated (AoA).

Required Documents for Company Registration

1. Certificate of incorporation; 

2. Memorandum and articles of association; 

3. A private limited company must have a minimum of two directors and shareholders; 

4. Public limited company must have a minimum of seven stockholders and three directors;

5. There is no minimum shareholding requirement.

6. Copies of passports notarized;

7. Resolution of the Company Promoter; 

8. Statement of Registration; 

9. Register of Directors and Shareholders; 

10. Tax certificate;

11. A legal registered address and contact.

The Registration Process

Step 1:  We collaborate with the client to obtain RJSC approval for the company name and activity;

Step 2:  The client and us protect the Article and Memorandum of Association (MOA).

Step 3:  We assist the client in establishing a business bank account in Bangladesh;

Step 4: On behalf of the client, we compile, completes, and submits the required incorporation documents for approval to the appropriate authorities.

Step 5: We personally send the certificate of incorporation to the client or send it by courier.

Company Registration Cost in Bangladesh

Cost of Registration

Second Year Cost

Corporate Tax Rates

Payment of Charter Capital

Financial Statements

$3990.00

$1990.00

25%

$1.00

Yes

Business In Bangladesh: Tax Rates

Required Taxes

Rates

Corporate tax rate

25%

Capital gains tax

15%

Dividends, royalties and Interests

20%

Value Added Tax (VAT)

15%

Foreign Company Registration in Bangladesh

Foreigners who want to start a business in Bangladesh must consider the following factors:

1. With name clearance acquired from the Registrar of Joint Stock, you must create a bank account in the proposed company’s name.

2. Bring in the original paid up capital through Companies and Firms (RJSC), the registrar of companies. This is a requirement for Bangladeshi company incorporation.

3. You can complete all company incorporation procedures without traveling to Bangladesh. Depending on the bank you select, going to open a bank account might be the lone exception.

4. All of the shareholders and directors may be foreigners. 

5. If you only wish to incorporate a private limited company and do not have any plans to relocate to Bangladesh, you are not required to obtain any special visa for Bangladesh. You are free to run your business remotely and are also allowed to come to Bangladesh on a business visa whenever necessary to handle urgent business matters.

6. You must acquire a work permit if you intend to move to Bangladesh to run your business.

Post- Registration Formalities

Documents RJSC Has Published:

  1. Certificate of Incorporation:  A company’s Certificate of Incorporation will be issued by RJSC. The registration number, company name, and incorporation date will all be listed on the certificate.
  2. Form XII: The ranking of directors for the corporation is contained in Form XII.
  3. Certified versions of the MoA and the AoA
    In addition, you’ll almost certainly require the following when registering your Bangladeshi company:
  4. Certificates of ownership for each shareholder.
  5. Register directors, shares, shareholders, etc.
  6. An organization’s seal.
  7. A company’s rubber stamp.

Requirements For Filing Returns

  1. Annual Return: An annual general assembly must be held every year. The AGM must be held within 18 months of the company’s incorporation, and there can be a maximum of 15 months between AGMs after that.
  2. Regular Return: Within a specific timeframe, an applicable return must be filed with the RJSC in the event that the board of directors, the shareholding structure, or any other change.

Benefits Of Limited Company Registration (Bangladesh)

  1. Political and economic stability; 
  2. Rapid economic growth; 
  3. Favorable tax policies for businesses registered in Bangladesh; 
  4. Government policies supporting foreign investments are just a few of the factors that contribute to this.
  5. Affordable labor costs;
  6. Complete foreign ownership, 
  7. No lowest share capital requirement, ability to buy real estate in the company’s name, and other factors;
  8. China and other countries with strategic connectivity to the South East Asian market 
  9. Double tax treaty agreement is an agreement with more than 30 countries; 
  10. Bangladesh signed a duty-free contract allowing Bangladesh registered companies to access the Chinese market at no additional cost.

FAQs

1. How do I register my first company?

Ans: The Ministry of Corporate Affairs must receive an application from anyone wishing to register a new company in India (MCA). You can submit your application remotely through the MCA portal online. A Digital Signature Certificate (DSC) and a Director Identity Number (DIN), among other things, are required for registration.

2. Can I run a company without registration?

Ans: Is it necessary to register a company in India before opening a business? The response is no! In India, forming a corporation is not required to launch a business. There are numerous additional ways to launch a business in India, but they are not widely known.

3. What if the company is not registered?

Ans: The firm or any other person acting on its behalf cannot sue a third party for breach of a contract the firm has entered into if the firm registration is not completed. Additionally, the person bringing the lawsuit on behalf must be listed as a partner in the company’s register.

Final Verdict

Contact OutsourcingBD by calling or sending an email if you’re interested in setting up a company in Bangladesh and want to grow your enterprise.