Company Registration in Bangladesh: 2026 Guide

Current position — checked 19 October 2026. This Insight reflects the Companies Act 1994 and the online materials published by the Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh Bank, the National Board of Revenue (NBR) and Bangladesh Investment Development Authority (BIDA) as at that date. Incorporation is only one part of establishing a business. Sector permissions, foreign-exchange reporting, local operating licences and tax obligations depend on the proposed activity and facts.

Company registration in Bangladesh is best approached as a legal design exercise, rather than simply an online filing. The legal vehicle must match the investors’ intended ownership, governance, funding and commercial activity. Its constitutional documents must then support that design, the incorporation filing must be internally consistent, and the business must be prepared for the permissions and compliance that follow incorporation.

For many investments, a Bangladeshi private limited company is the starting point. It creates a locally incorporated entity, with its own name, constitutional documents, directors, share capital and RJSC filing record. It is not, however, a universal answer. An overseas company assessing a limited local presence may instead need to consider BIDA’s separate framework for a branch, liaison or representative office. An industrial project, a regulated activity, foreign investment, imports, exports, employment of expatriates or tax registration can each introduce additional workstreams.

This article explains the current framework and the practical sequence for company registration in Bangladesh. It is written for founders, in-house teams and international investors who need a reliable map of the process—not a substitute for advice on a particular structure or transaction.

Table of contents

What registration achieves—and what it does not

The Companies Act 1994 is the principal company-law framework, and the RJSC is the registry through which companies are registered and corporate returns are filed. The RJSC’s portal identifies the Act among the laws it administers and provides separate functions and materials for name clearance, registration, returns, prescribed forms and fees. [1] [2]

A successful incorporation filing produces a Bangladeshi company. In practical terms, that is the moment at which the proposed enterprise becomes a registered corporate vehicle rather than a project being organised by its promoters. Its memorandum and articles set its corporate framework. Its register and filings record matters such as its registered office, directors and share capital. Its certificate of incorporation becomes a foundational document for many follow-on processes.

But a certificate of incorporation is not a blanket authorisation to conduct every kind of business. It does not itself resolve whether the activity needs an industry-specific approval, a local trade licence, an environmental clearance, an import or export permission, a tax registration, a work permit or a foreign-exchange filing. Nor does it turn an overseas parent’s branch or liaison office into a locally incorporated subsidiary.

This distinction is particularly important when setting a launch timetable. A project team may accurately say that the company has been incorporated while still needing to complete an operating-readiness plan. Conversely, an investor might have BIDA approval for an overseas commercial office but not have created a separate Bangladeshi company. The right question is therefore not merely, “Has the company been registered?” It is, “Which legal presence and approvals are needed for the activity that will actually take place?”

A careful plan separates the work into four linked strands:

1. Corporate formation: name, members, directors, share capital, registered office and constitutional documents.
2. Funding and ownership: source and route of investment funds, share issue or transfer mechanics, and any non-resident reporting.
3. Operational permissions: activity-, location- and sector-specific registrations or licences.
4. Continuing compliance: RJSC returns, accounts, tax and VAT obligations, corporate records, and event-driven filings.

The separation is useful because it prevents a common error: treating a filing with one authority as a substitute for a filing or authorisation administered by another.

Choosing the right presence in Bangladesh

Before applying for a name, investors should decide what they are creating. That decision affects the documentation, the relationship with the overseas parent, funding flows, ongoing filings and the permissions that may be relevant.

A locally incorporated company

A locally incorporated company is often the appropriate vehicle where the business will contract, own assets, employ people, invoice customers or take on commercial risk in Bangladesh. It can be funded through equity and can have domestic, foreign or mixed ownership, subject to applicable law, sector rules and foreign-exchange requirements. The entity has its own constitutional documents and governance arrangements; it is not simply an administrative extension of a foreign parent.

The investor should decide the ownership percentages, class and amount of share capital, board composition, signing authorities and reserved matters before documents are drafted. These choices cannot safely be reduced to a standard template exercise. For example, a joint venture will often need tailored protections around board control, funding calls, transfer restrictions, deadlock, information rights and exit; a wholly owned subsidiary may prioritise parent control and operational delegation instead.

Branch, liaison and representative offices

An overseas company that does not intend to incorporate a local subsidiary should not assume that it can operate through an informal local office. Bangladesh Bank’s foreign-investment portal states that an overseas company wishing to establish a branch, liaison, representative, project, joint venture/consortium/association or other place of business in Bangladesh must obtain BIDA registration, using BIDA’s One Stop Service (OSS) portal. [7]

BIDA treats permission to open a branch, liaison or representative office as a dedicated service. Its published requirements include a parent-board resolution, the parent company’s audited accounts, constitutional documents, incorporation certificate, information about directors or owners and a detailed explanation of activities. [11] This is a different route from RJSC incorporation. The permitted activities and the office’s ability to earn or remit income should be assessed against the terms of its approval and applicable law, not inferred from the label “office”.

Why the decision must come first

Choosing the vehicle after beginning the name-clearance or bank process can lead to avoidable rework. A locally incorporated company and a commercial office have different evidence, governance, funding and reporting profiles. The decision should be documented against the proposed activity, target contracts, investor residency, staffing plan, sector and capital plan. That early record also makes it easier to explain the structure consistently to banks, regulators and counterparties.

The private limited company: key legal features

The Companies Act distinguishes a private company through provisions in its articles. In summary, the articles must restrict the right to transfer shares, prohibit invitations to the public to subscribe for shares or debentures, and limit membership to 50, excluding employee-members in the statutory terms. The Act also requires at least two directors for an ordinary private company, while a private company that is a subsidiary of a public company is subject to a higher director minimum. [1]

These features have practical consequences. A private company is not designed as a public capital-raising vehicle. Share transfers and future investment rounds need to work within the articles and the statutory framework. It follows that the constitutional documents should be drafted for the business plan, rather than treated as a formality to be completed after commercial commitments have been made.

Memorandum and articles of association

The memorandum of association and articles of association are central incorporation documents. At a high level, they should accurately set out the company’s identity, registered-office jurisdiction, objects or activity framework where relevant, capital provisions and governance rules. The articles should deal coherently with shares, transfers, meetings, directors, decision-making and the company’s internal administration.

The work should begin with a short but clear instruction sheet: proposed legal name; member and director details; ownership percentages; authorised, issued and paid-up capital as applicable; intended activities; registered office; fiscal and management arrangements; and any investor rights that need expression in the articles or a separate agreement. When a corporate shareholder, foreign shareholder or nominee arrangement is involved, authority documents and beneficial ownership information may require particular attention.

A good drafting process also checks that the documents, application data, bank records and later tax registrations use the same names, spellings, addresses, dates and capital figures. Mismatches may delay a filing or create a compliance problem later. The aim is not merely for documents to be accepted; it is for the corporate record to remain usable through financing, audits, diligence and an eventual exit.

Directors, consent and corporate records

Directors should be selected with the statutory minimum and the intended governance model in mind. The RJSC’s prescribed Form IX is specifically titled “Consent of Director to Act” and refers to section 92 of the Companies Act. [3] The published Form XII records particulars of directors, managers and managing agents and changes to those particulars. [3]

This is a useful reminder that director appointments are not just names inserted into the articles. The company needs the relevant consent, accurate particulars and a plan to update the corporate record when appointments or information change. Board authority, signing limits, bank mandates and delegations should be considered soon after incorporation so that the company can act in an orderly way.

Capital is a legal and commercial decision

Investors should distinguish between the capital concepts used in the corporate documents and the actual funding required for launch. The RJSC fee schedule treats authorised capital as relevant to registration fees and stamps, and its annual-return materials request detailed share-capital information. [5] [4] Those features make it important to choose and document capital deliberately.

There is no advantage in selecting a capital structure without considering the cost of the registration, the funding timetable, investor rights and whether later increases, allotments or transfers are expected. Where foreign funding is involved, the chosen sequence should also align with the applicable Bangladesh Bank route and documentary evidence. A company should not issue shares first and attempt to reconstruct the payment trail later.

A disciplined registration sequence

Although the online system and forms are important, registration is most reliable when handled as a sequence of verified decisions and documents. The following pathway is a practical framework. It should be adjusted for the facts, the entity type and the current portal instructions.

1. Confirm the activity, ownership and regulatory perimeter

Start by writing down what the company will do, where it will operate, who will own it and how it will be funded. Identify whether the business will be industrial, service-based, import/export-facing, regulated or located in a special zone. The objective is to identify approvals that sit outside the RJSC process before the incorporation documents are finalised.

For foreign and joint-venture industrial projects, BIDA publishes a separate “Invest Bangladesh Registration” service. Its stated document list includes a certificate of incorporation, memorandum and articles, current trade licence, TIN certificate, land or rental documentation, an encashment certificate and RJSC Forms VI and XII. It also identifies an NOC from the relevant authority for a controlled sector under the National Industrial Policy 2022. [10] The fact that the service asks for an incorporation certificate is a useful illustration: project registration is an additional process, not the legal act that incorporates the company.

2. Select and clear the proposed name

A proposed name needs to be assessed for availability and suitability before it is placed throughout the documents. The RJSC provides a name-clearance application format for a proposed company and an online portal for the process. [2] [3]

A robust internal search will consider not only whether an identical name appears in the registry, but also whether the name is confusingly close to existing names, inconsistent with the planned activity or potentially problematic from a branding or trademark perspective. Name clearance should not be treated as a complete intellectual-property clearance. If the brand will be commercially important, separate trademark due diligence is prudent.

The RJSC fee schedule currently publishes a separate name-clearance fee and a fee for extensions. Because government fees and portal instructions can change, the live official schedule should be checked when the application is made rather than relying on historic articles, advisers’ old quotes or an incorporation checklist saved from a previous transaction. [5]

3. Finalise the constitutional and filing package

Once the name and structure are settled, prepare the memorandum and articles together with the prescribed forms and supporting information required for the filing. RJSC publishes a downloads page that lists the current prescribed company forms, including Forms I, VI, IX, XII and XV, Schedule X, balance-sheet and profit-and-loss formats. [3]

Form I is the declaration on registration under section 25. It includes a declaration that the Companies Act requirements relating to matters before registration and incidental matters have been complied with. [3] That declaration should be approached carefully. It is not a substitute for checking the underlying documents, consents, authorities and facts.

The package should be reviewed as one record. Names of members and directors, addresses, nationality details, capital figures, share allocations, dates and authorised signatories must match across the constitutional documents, application fields and forms. Where a corporate member or overseas party is involved, confirm the signing authority and whether certifications, legalisations, translations or local authentication are required in the circumstances.

4. Arrange foreign investment evidence where relevant

If there is foreign ownership, do not leave banking and foreign-exchange analysis until the documents are ready for submission. The source of funds, banking channel, amount, proposed recipient and allocation of shares should be planned around the Bangladesh Bank rules explained below. This may affect the order in which an account is opened, funds are remitted, certificates are obtained, shares are issued and reports are made.

5. Submit to RJSC and preserve the incorporation record

Submit the registration application and documents through the current RJSC process, pay the applicable official charges and address any requisition with a controlled, version-managed response. After incorporation, preserve the certificate of incorporation, approved constitutional documents, forms and payment evidence in an accessible company record. They will be needed repeatedly for banking, tax, licences, investment registration, contracts and diligence.

The post-registration work should start immediately. Set up statutory registers and share certificates where appropriate, establish board and shareholder records, document initial appointments and authorities, and create a compliance calendar. A well-organised first month makes it easier to demonstrate that the company has been properly constituted and managed from the outset.

Foreign ownership, funding and Bangladesh Bank reporting

Foreign investment does not simply add a non-resident name to a share register. It brings foreign-exchange controls, banking evidence and reporting into the transaction. Bangladesh Bank’s published guidance is the primary starting point, alongside sector-specific rules and the requirements of the authorised dealer bank handling the funds.

Share issue to a non-resident

Bangladesh Bank’s Guidelines for Foreign Exchange Transactions state that prior Bangladesh Bank permission is not required for the issue of shares to non-residents against foreign investment under the general permission described in the Guidelines. That position is subject to conditions. Among other matters, the venture must have the relevant RJSC or Bangladesh Securities and Exchange Commission capital-issue permission; the investment must follow the recognised route; and foreign exchange brought through the banking channel is to be encashed in taka before shares are issued, subject to the stated special-zone exception. [6]

The same guidance requires the Foreign Exchange Investment Department to be informed through the concerned authorised dealer, with a Reporting Transaction ID in the online monitoring system, within 14 days of the share issue. It lists supporting records including the relevant RJSC or BSEC capital-issue permission, any BIDA/BEPZA/BEZA registration, the bank’s authenticated encashment certificate, and, where shares are issued against capital machinery, customs and import documents. [6]

Bangladesh Bank’s FAQ expresses the operational point plainly: issue, allotment or transfer of shares of unlisted companies in favour of non-residents must be intimated to the Foreign Exchange Investment Department through the authorised dealer bank within 14 days. It also identifies documents commonly required for reporting, including incorporation documents, memorandum and articles, Form XV, Form XII, encashment evidence and, where relevant, transfer and valuation documents. [7]

The legal and practical lesson is simple: build an evidence trail from the first remittance to the share issue and report. The corporate records, bank certificates and RJSC filings should tell the same story. This is critical for later transfers, dividends, capital changes, due diligence and repatriation.

Proposed-company accounts and sequencing

Bangladesh Bank’s guidance permits an authorised dealer to open a temporary non-resident taka account (NRTA) in the name of a proposed company or enterprise of foreign investors without prior Bangladesh Bank approval. It may be credited with inward remittances from abroad only. On registration or commencement, a new company account may be opened under ordinary procedures and the temporary account is to be closed, with the balance transferred. The guidance also addresses repatriation if incorporation does not proceed, after required expenses. [6]

This does not mean every foreign-backed formation follows one mechanical banking sequence. Bank account opening, customer due diligence and supporting documents are operational matters that must be confirmed with the authorised dealer. It does mean that investors should consider the banking and reporting record before sending money, rather than treating the payment as an afterthought.

Transfers and future exits

Ownership changes involving non-residents also need a deliberate compliance plan. Bangladesh Bank’s Guidelines state that specified transfers of unlisted private or public company shares involving residents and non-residents are reported to the Foreign Exchange Investment Department through the authorised dealer within 14 days, with relevant supporting documents. [6] The applicable valuation, tax and foreign-exchange requirements should be assessed at the time of the transaction. Do not assume that the incorporation-stage approach answers the questions raised by an acquisition, secondary sale, capital reduction or liquidation.

Post-incorporation registrations and permissions

A new company should not begin trading simply because the RJSC certificate has arrived. The company’s launch checklist should be built around its actual activity, address, customers, employees and supply chain.

Tax registration, returns and VAT

NBR publishes an e-TIN registration form and a company income-tax return form among its official income-tax forms. [9] The tax workstream should be started early enough to support banking, licensing and commercial onboarding requirements, but it should be based on the company’s actual taxpayer position and current NBR procedures.

NBR’s VAT guidance describes the Business Identification Number (BIN) and VAT-registration route, and explains that VAT or turnover-tax consequences depend on the business’s annual turnover under the published guidance. It also says that a BIN is relevant to normal operations including tenders, banking, exports and imports. [8] The precise VAT treatment, registration timing, rate and filing obligations should be confirmed against the current law, NBR directions and the company’s supplies. Turnover thresholds and classifications should not be copied from an old online guide into a live launch decision.

Local and sector-specific permissions

The company may need a trade licence and other local permissions connected to its premises or activity. It may also need approvals related to imports, exports, environmental matters, financial services, telecoms, employment, food, pharmaceuticals, construction or another regulated field. The right analysis begins with the activity and location, not a generic list of certificates.

For an industrial project, BIDA’s published service information is a useful checkpoint. It shows how project registration may depend on corporate, tax, premises, remittance and RJSC evidence, and flags a controlled-sector NOC. [10] Businesses operating in EPZs, economic zones or high-tech parks should additionally identify the competent zone authority. Bangladesh Bank’s foreign-investment guidance refers to BIDA for industrial-vetting support and identifies BEPZA and BEZA in connection with investment in EPZs and economic zones. [6]

People, premises and bank authorities

Before operations commence, the company should document its registered office, operational address, directors’ authority, bank mandate, authorised signatories and initial resolutions. The registered office is not a minor administrative detail: it is part of the company’s official record and should be maintained accurately.

RJSC’s Form VI is the notice of the situation of a registered office or a change in it. The form states that it must be filed within 28 days of incorporation or of the change, as applicable. [3] A move of premises therefore requires a corporate and filing response, as well as updates with other authorities, banks and contractual counterparties where appropriate.

Keeping the company in good standing

Incorporation creates an ongoing compliance calendar. A company should appoint clear owners for corporate filings, finance, tax and regulatory actions; retain a secure source of truth for key documents; and build a change-control process for directors, capital, shareholders, address and constitutional amendments.

Annual return and accounts

RJSC’s FAQ states that a private company’s annual returns include Schedule X—an annual summary of share capital and list of shareholders and directors—within 21 days of the annual general meeting. It also lists the balance sheet and profit-and-loss account as due within 30 days of the AGM, and Form 23B notice by auditor within 30 days of receiving appointment information from the company. [4]

Schedule X itself shows why the preparation cannot be improvised at year end. It calls for detailed share-capital information, the shareholder list, transfers and the names and addresses of directors and auditors. [4] Good governance means keeping share registers, transfer documents, board resolutions and accounting records current throughout the year, so that the annual filing confirms an already maintained record.

Event-driven filings

Corporate changes often have shorter filing periods than annual compliance. RJSC’s current FAQ identifies, among other deadlines for private companies, 14 days for Form XII following director, manager or managing-agent appointment or change; 60 days for Form XV return of allotment; 15 days for certain resolutions and capital changes; and 21 days for specified charges. [4]

The point is not to memorise every form. It is to build a rule that no significant corporate event is implemented until the team has checked: (1) the Companies Act and articles; (2) board and shareholder approvals; (3) RJSC filings; (4) tax implications; (5) Bangladesh Bank reporting where non-residents are involved; and (6) required updates with BIDA or another sector regulator. This disciplined sequence reduces the risk of a commercial transaction becoming a future compliance defect.

Official fees and changing procedures

The RJSC publishes a fee schedule covering name clearance, registration, returns, certified copies and other matters. [5] An investment budget should distinguish official filing fees and stamp duties from bank charges, legal, translation, notarisation, certification, premises and sector-permission costs. The total cost cannot responsibly be stated as a single standard amount because it varies with capital, entity design, shareholder profile, documents, banking and business activity.

The same caution applies to timing. Official materials may state service times for particular BIDA services, but actual completion depends on a complete application, institutional review, banking, sector approvals and responses to queries. A responsible project plan uses milestones and dependencies rather than promising a universal incorporation or launch date.

For assistance with a Bangladesh corporate, investment or regulatory matter, explore TRW’s legal practice areas or contact the team to discuss the appropriate scope of support.

Frequently asked questions