Bangladesh has emerged as a promising destination for foreign and local investors due to its growing economy, strategic location, and favorable government policies. Whether you’re an entrepreneur or a multinational corporation, understanding the process of company formation in Bangladesh is crucial for a smooth business setup.
This guide covers the key steps, legal requirements, and expert tips to help you establish your business efficiently.
Why Choose Bangladesh for Company Formation?
Before diving into the registration process, let’s explore why Bangladesh is an attractive business hub:
Fast-Growing Economy: One of the fastest-growing economies in South Asia.
Large Consumer Market: Over 170 million people with increasing purchasing power.
Investor-Friendly Policies: Tax incentives, export benefits, and Special Economic Zones (SEZs).
Cost-Effective Labor: Competitive wages with a skilled workforce.
Strategic Location: Access to regional markets like India, China, and ASEAN countries.
Types of Business Entities in Bangladesh
When registering a company in Bangladesh, you can choose from several structures:
Private Limited Company (Ltd.) — Most common for SMEs; requires at least two shareholders.
Public Limited Company (PLC) — Suitable for large businesses; allows public share offerings.
Branch Office — For foreign companies expanding operations.
Joint Venture — Partnership between local and foreign investors.
Sole Proprietorship — Simple, but offers no liability protection.
Step-by-Step Company Registration Process
Obtain Name Clearance
- Submit 3–4 proposed company names to the Registrar of Joint Stock Companies and Firms (RJSC).
- Ensure the name is unique and complies with naming guidelines.
Prepare Required Documents
- Memorandum & Articles of Association (MOA & AOA).
- Bank solvency certificate.
- Passport-sized photos and IDs of directors/shareholders.
- For foreign investors: Board resolution, parent company documents, and FDI approval (if applicable).
Register with the RJSC
- Submit documents online or in person.
- Pay registration fees (varies based on authorized capital).
Obtain Tax Identification Number (TIN)
- Apply through the National Board of Revenue (NBR).
Register for VAT (if applicable)
- Mandatory for businesses with an annual turnover above BDT 30 lakh.
Open a Corporate Bank Account
- Deposit minimum paid-up capital (varies by company type).
Obtain Trade License & Other Permits
- Apply at the City Corporation/Municipality.
- Additional sector-specific licenses may be required (e.g., pharmaceuticals, import/export).
Common Challenges & How to Overcome Them
Bureaucratic Delays → Work with a local legal consultant.
Complex Tax Structure → Hire an experienced accountant.
Foreign Ownership Restrictions → Partner with a local entity if needed.
FAQs on Company Formation in Bangladesh
How long does it take to register a company in Bangladesh?
Typically, 15–30 days, depending on document processing and approvals.
Can a foreigner fully own a company in Bangladesh?
Yes, in most sectors, but some industries (e.g., defense, media) require local partnership.
What is the minimum capital requirement?
- Private Ltd. Company: No strict minimum, but BDT 50,000–100,000 is recommended.
- Public Limited Company: BDT 5 lakh minimum paid-up capital.
Do I need a local director?
No, but a Private Limited Company requires at least one local shareholder.
What taxes apply to businesses in Bangladesh?
- Corporate Tax: 20–45% (varies by sector).
- VAT: 5–15% (depending on goods/services).
- Withholding Tax: 3–15% on payments.
How can a foreign investor repatriate profits?
Through proper banking channels, after obtaining approval from the Bangladesh Bank.
Is a physical office required for registration?
Yes, a registered office address in Bangladesh is mandatory.
Expert Tips for a Smooth Company Formation
Hire a Local Consultant — Simplifies compliance and paperwork.
Understand Labor Laws — Ensure compliance with employment regulations.
Leverage Government Incentives — Explore tax holidays and SEZ benefits.
Conclusion
Setting up a company in Bangladesh can be highly rewarding if done correctly. By following the legal procedures and seeking expert guidance, investors can tap into the country’s booming market with confidence.
Need help with company registration in Bangladesh? Contact a legal expert or business consultancy to streamline the process!
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