Due to government initiatives, forming a company in Bangladesh has become easier over time. 

There are several ways for foreign investors (also known as “Promoters”) who want to engage in Bangladesh to incorporate their company. 

Therefore, the option that is thought to be best for long-term operation is forming a limited company.

This article offers a simple, step-by-step procedure for company registration in Bangladesh with the intention of assisting and guiding the promoters.

1. The regulatory authority:

The company Registration of Joint Stock Companies and Businesses (RJSC), which facilitates the formation of companies. This is the regulatory body for a company’s incorporation

According to Bangladeshi law, the body is also in charge of keeping record of all ownership-related matters.

2. Get Name Clearance:

The promoters must first decide on the preferred name for the corporation and submit an application for name clearance on the RJSC server. 

Investors must pay the necessary fees to RJSC for name clearance, and after verification, RJSC gives a certificate of name clearance to the potential promoters.

3. Creating the Articles of Association and Memorandum:

The creation of the company’s solid and comprehensive constitution is crucial.  The main business goals, the authorized and paid-up capital levels, and a list of the stockholders with their respective stock holdings should all be stated in the company’s memorandum.

4. A temporary bank account is opened:

The proposed company must open a transitory bank account after obtaining name clearance. A duplicate of the draft memorandum of association must be submitted to the appropriate banks including the name clearance paperwork.

5. Transferring Funds to a Bank Account:

Foreign investors must deposit the preferred paid-up capital into the company’s bank account. The remitted sum will be kept by the Bank. Please be aware that there is no high capital cost for forming a company for legal purposes; however, there is a minimum requirement of USD $50,000 in order to qualify for certain benefits, such as hiring foreign workers.

6. Digital document delivery:

The Organizers are requested to submit a digital version of the Memorandum & Articles, Director of the company Consent Forms, to the RJSC server after receiving the encashment certificate. An online payment slip will be published after the documents are uploaded to the RJSC server, and the equivalent funds must be transferred to the appropriate RJSC bank accounts.

7. Physical Document Submission:

A nonjudicial stamp must be applied to the Memorandum and Articles of Association following payment of fees to the bank account designated for governmental fees and charges as specified in the Electronic Payment Slip. The Memorandum and Articles of Association, along with the Directors Consent Form (Form IX), the List of Consenting Directors (Firm X), the List of Directors and Managing Agents (Form XII), the Original Copy of the Encashment Certificate and Name Clearing Document.

8. Get an Incorporation Certificate as Well as other Papers:

The company incorporation certificate, a digital certified copy of the articles of association, and a list of directors will all be delivered to the company within 3–4 working days of submission (Form XII).  A copy of the Certificates must be given to the Bank after the Company receives them in order to change the Temporary Account to a Regular Account.

9. Get your Tax Identification Number (TIN):

Every company must register for taxes with the proper taxing authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) before beginning business operations in order to receive a tax identification number. 

The NBR server is used to electronically procure a Tax Identification Number for no charge.

10. Get a Trade License

In Bangladesh, businesses must acquire a trade license from the regional government. For instance, a trade license must be acquired from the appropriate City Corporation in the case of Dhaka. At the closest city corporation office, the suggested company will have to manual process submit its application. A trade license can be obtained for about $200 USD, and it can be performed annually. Three to four working days is the usual time frame.

11. Getting a Certificate of VAT Registration:

Company registration must with the Border control, Excise, and VAT Commission, an arm of the National Board of Revenue, in order to be eligible for VAT. The Customs, VAT, and Extra tax Department of the area in which the company conducts business oversees the company’s VAT.

12. The BIDA registration process:

Foreign investment facilitation in Bangladesh is the responsibility of the Bangladesh Investment Development Authority (BIDA).  The duties of BIDA include providing work visas for foreign workers, foreign investor visas, processing loans from foreign sources, approving the remittance of royalties and technical fees, helping to obtain industrial storylines, facilitating utility connections, approving foreign loans, approving supplier credit, and providing assistance and advice on numerous investment-related issues.