Company Name Clearance in Bangladesh: RJSC Name Reservation Process

Company name clearance Bangladesh: how the RJSC process works in 2026

Anyone looking into company name clearance Bangladesh rules is standing at the first legal step in forming almost any entity at the Registrar of Joint Stock Companies and Firms (RJSC). Before a single page of the memorandum is filed, the promoters must secure a name that the Registrar will accept, that no existing company can attack, and that will not collide with someone else's trademark the day the business starts trading. Get it wrong and the cost shows up later, in a rejected filing, a direction to rename or an infringement letter.

This guide explains how the RJSC system works in 2026: the online application, fees, validity and extension, the section 11 rules, restricted words, common refusals, the trademark risk the registry does not catch, changes of name, and foreign companies. For the wider incorporation process, see our guide to company registration in Bangladesh; this article focuses only on the name.

Summary: Every new company, society, trade organisation and partnership registered with the RJSC needs a name clearance certificate first; branch and liaison offices of foreign companies do not. The application is made online, costs Tk 500 per proposed name under the RJSC fee schedule, clears one name per application and, on the RJSC's own guidance, is valid for 30 days. Section 11 of the Companies Act 1994 bars identical and deceptively similar names, undesirable names and unauthorised UN or WHO names, and allows a later change of name by special resolution with the Registrar's written approval.

Key point: A company name clearance Bangladesh certificate only tells you that the RJSC has no conflicting company name on its register for the same entity type. It does not check trademarks, unregistered trading names or partnership firms. A cleared name can still infringe a registered trademark or support a passing-off claim, so serious founders search the trademark register before they apply.

At a glance

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Table of Contents

What company name clearance Bangladesh law requires

Name clearance is the RJSC's confirmation that a proposed name is available for a particular type of entity. The RJSC's own process guidance makes it a prerequisite for registering any new entity, with one exception: the registration of a foreign company's liaison or branch office does not require it.[6] In practice that means private and public limited companies, one person companies, companies limited by guarantee, trade organisations, societies and partnership firms all start with a clearance application.

The clearance is an administrative gate that applies section 11 of the Companies Act 1994 before the memorandum is registered rather than after. Once a company is registered under a conflicting name, the remedy is a direction to change it, with daily fines for non-compliance.[1] Screening at the start is cheaper for everyone.

The statutory basis in section 11

Section 11 does five things. It prohibits registration of a company under a name identical to that of an existing registered company, or so similar that the resemblance could be used to deceive. It allows the Registrar to direct a company registered under such a name to change it. It prohibits names that the Government has declared undesirable by gazette notification, unless the Government gives prior written permission. It bars names of the United Nations, its subsidiary bodies and the World Health Organization without written authorisation. And it lets a company change its name by special resolution with the Registrar's written approval.[1]

Section 11(9) adds a statutory search right: on payment of the prescribed fee, a person may ask the Registrar whether a company has been registered, or is proposed to be registered, under a stated name, and the Registrar must supply the information within thirty days.[1] The online name clearance system is the modern, much faster expression of that right.

Why the name decision deserves legal attention

A company name appears on every signboard, invoice, cheque and contract, and in the bank mandate, trade licence and tax registrations. Changing it later triggers a cascade of re-registrations. A short legal review before any company name clearance Bangladesh application, covering registry conflicts, trademark conflicts and regulated words, is the cheapest risk management a founder will ever buy.

How the online RJSC name clearance application works

The RJSC runs name clearance through its online portal. The applicant submits an online name clearance application, the fee is paid, and the RJSC then clears one of the proposed names, provided it does not closely match or resemble a name already registered, reserved or in the process of registration for the same type of entity.[6] The government's own startup guidance describes the procedure as taking less than one day online.[7]

Before you apply: search properly

The portal allows a preliminary search of the register. Search not only the exact proposed name but its distinctive word on its own, common misspellings, the Bangla transliteration and versions with and without descriptive words. A name that looks unique in full may still be refused because its distinctive element is already taken.

Because the RJSC test turns on similarity within the same entity type, a name held by a society or partnership firm may not block a company application.[6] That is a registry rule, not a commercial safe harbour. If another business is already trading under the name, the conflict will surface later in the market rather than at the registry.

Submitting the application

The applicant selects the entity type, enters the proposed name and submits the application through a user account on the portal. Founders often list alternatives in order of preference, but the RJSC clears only one name per application.[6] Each proposed name carries its own fee under the fee schedule, so a long list of weak alternatives costs money without improving the odds.[5] Two or three well-researched options are enough.

Payment and issue of the certificate

The RJSC's process brief refers to payment of the name clearance fee at a designated RJSC office counter after the online application.[6] Follow the payment instructions generated for the application on the portal. Once a name is cleared, the RJSC issues a name clearance certificate, which is quoted in the incorporation application and records the date from which validity runs.

The 2026 shift: eBRS and BanglaBiz

Two digital reforms are changing the front end of the process. On 1 February 2026, the Bangladesh Investment Development Authority (BIDA), with support from JICA, launched BanglaBiz 2.0, whose Business Starter Package combines name clearance, temporary bank account opening, company incorporation, e-TIN and trade licence into a single application, with a stated aim of registering a business within three working days.[13]

At the RJSC itself, the government is moving to an electronic Business Registration System (eBRS) modelled on Singapore's registry. At a commerce ministry meeting reported on 31 August 2026, officials said work was continuing on the back-end algorithm for fully automated "auto name clearance", and that for the first six months officials would re-verify name clearances manually after submission. The software developer is due to complete the final handover by 15 January 2027.[12]

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Company name clearance Bangladesh fees, validity and extension

The official sources on company name clearance Bangladesh fees and validity are not perfectly aligned, so work from the RJSC's published fee schedule and process guidance, and read the certificate you are issued.

The official fee

The RJSC fee schedule sets the name clearance fee at Tk 500 for each proposed name, and a time-extension application at Tk 200.[5] The government's Bangladesh Trade Portal startup guide puts the cost at Tk 600 for each proposed name, so budget for the higher figure once charges added at the point of payment are included.[7] These are government fees only. Professional fees for searches, trademark checks and drafting are separate.

Registration costs that follow, including stamp duty and capital-based fees, are covered in our guide to private limited company registration in Bangladesh.

How long a clearance lasts

The RJSC's process guidance states that name clearance is valid for 30 days from the date of issue and that registration must be applied for within that period.[6] The government's Bangladesh Trade Portal startup guide, by contrast, says the clearance will be valid for the next 180 days.[7] Commentators repeat both figures.

The practical answer is to treat 30 days as the working deadline unless your certificate states a longer validity period, and to have the memorandum, articles and subscriber details ready before you apply.

Extending a clearance

If incorporation is delayed, apply for an extension before the validity period expires. The RJSC fee schedule provides for a time-extension application at Tk 200 per application.[5] Once a clearance lapses, the name returns to the pool and another applicant may secure it, so an extension is worth far more than its fee when the name has commercial value. If a lapse does occur, search again before reapplying: the name may already have gone.

Naming rules: what the RJSC will and will not clear

The rules come from section 11 and section 11A of the Companies Act 1994, sector legislation such as the Bank Company Act 1991, and the RJSC's similarity practice. Together they produce a clear set of company name clearance Bangladesh rules that founders can apply before they file.

Identical and deceptively similar names

The core rule in section 11(1) is that no company may be registered under a name identical to that of an existing registered company, or so similar that the resemblance could be used to deceive.[1] The RJSC applies that rule at clearance stage by refusing names that closely match or resemble names already registered, reserved or under registration for the same entity type.[6]

Similarity is judged by overall impression, not by counting letters. Adding "The", "Bangladesh", "BD", a numeral or a generic word such as "Group" or "International" rarely makes a name distinct, and nor does swapping a letter. If a customer or bank could reasonably confuse the two companies, expect a refusal.

Section 11(1) has one built-in exception. Where the existing company is in the course of being dissolved and gives written consent in the manner the Registrar directs, a new company may be registered under the same or a similar name.[1] That is useful in group reorganisations, where a new entity is meant to take over a business and its name from a company that is being wound up.

Mandatory suffixes: Ltd., PLC and OPC

Since the Companies (Second Amendment) Act 2020, section 11A requires a limited public company to end its name with "Public Limited Company" or "PLC.", a limited private company to end with "Limited" or "LTD.", and a one person company to end with "One Person Company" or "OPC".[2] The suffix must match the entity type in the application. A name cleared as a private company cannot simply be reused for a public company. For the OPC structure itself, see our guide to the one person company in Bangladesh, and for listed and unlisted public companies, our guide to the public limited company in Bangladesh.

Not-for-profit companies without "Limited"

Section 28 allows the Government, by licence, to let a not-for-profit association promoting commerce, art, science, religion, charity or another useful object, which prohibits dividends, register as a limited company without "Limited" in its name. If the licence is revoked, the Registrar adds "Limited" back.[3] The same section 11A suffix rules do not apply to these associations or to companies limited by guarantee.[2]

Undesirable names and Government permission

Section 11(4) prohibits registration, without the Government's prior written permission, of any name that the Government has declared undesirable by notification in the official gazette.[1] In practice, names implying a connection with the State, a ministry, a statutory authority or the armed forces, or using words such as "National", "Government" or "Republic" in a way that suggests official status, attract scrutiny and may be refused or referred. If your name genuinely needs such a word, obtain the permission first and file it with the application.

United Nations and WHO names

Section 11(5) prohibits registration of a company under the name of the United Nations, any of its subsidiary bodies or the World Health Organization, or under any abbreviation of those names, without the prior written permission of the UN Secretary-General or, for the WHO, its Director-General.[1] Names built around "UN" or "WHO" abbreviations fall within the bar as much as the full titles.

Regulated words: "bank" and licensed sectors

Some words are restricted by sector law rather than by the Companies Act. Section 8 of the Bank Company Act 1991 requires every company carrying on banking in Bangladesh to use "bank" or a derivative in its name, and prohibits any other company or institution from using a word that suggests it is a bank company. The limited exceptions are subsidiaries of bank companies formed for permitted purposes, associations of banks registered under section 28 of the Companies Act, and entities owned or controlled by Bangladesh Bank that the Government authorises by gazette notification.[8]

The same logic applies more broadly. A name that signals a licensed activity, such as insurance, leasing or securities, invites questions from the RJSC and later from the regulator. If the business does not hold the licence, choose a name that does not claim it.

Language, script and display

Section 78 requires every limited company to display its name and registered office address outside each office and place of business, and on its bill-heads, letter paper, notices, cheques, invoices and receipts, in legible Bangla or English letters.[3] Choose a name that transliterates cleanly. Inconsistent spellings across the certificate, bank account and trade licence cause friction for years.

Common reasons for rejection and how to avoid them

Most refusals are predictable, and a short pre-filing review catches them. The table summarises the main grounds.

Names that are too generic

A name made only of descriptive words, such as "Dhaka Trading Limited", is likely to resemble existing names and offers little trademark protection. Add a coined or distinctive element the business can own.

Mechanical errors

Wrong suffixes, spelling variations between the application and the memorandum, and names cleared for the wrong entity type cause a surprising share of delays. Settle the final spelling, suffix and entity type first and use the same text in every document.

Similarity objections after registration

Clearance does not end the similarity question. Section 11(2) provides that if a company is registered, through inadvertence or otherwise, under a name identical to an existing company's name or so similar that the resemblance could deceive, without the consent the section requires, it must change its name within the period the Registrar directs, which may not exceed one hundred and twenty days.[1]

The sanction for ignoring the direction is significant. Under section 11(3), the company is liable to a fine of Tk 500 for every day the default continues, and every officer in default to Tk 100 a day.[1] An existing company that discovers a near-identical newcomer on the register can therefore ask the Registrar to act, instead of starting with litigation.

How the courts approach similarity

The leading discussion of company-name conflicts in Bangladesh is a 2020 article in the Dhaka University Law Journal, which analyses a dispute over the "Ciproco Computers" name. According to that analysis, the High Court Division read section 11 narrowly, while the Appellate Division asked whether the similarity was likely to confuse or deceive the public and restrained use of the competing trade name pending the related winding-up proceedings.[10] The same article points out that section 11 deals only with conflicts between companies and that the RJSC search does not cover partnerships, sole proprietorships or trademarks.[10]

Responding to an objection

If your company receives a Registrar's direction, act within the time given: test whether the names really are deceptively similar, gather evidence of your own use, and if the objection is sound, plan the change rather than let fines accrue. If you are the objector, collect evidence of actual confusion, such as misdirected invoices or customer enquiries, before you write.

Company names and trademarks: the risk clearance does not cover

The single most important limit of the company name clearance Bangladesh system is that it is a registry search, not a trademark search. The Companies Act contains no provision that resolves conflicts between a new company name and a prior registered trademark.[10] That conflict is governed by the Trademarks Act 2009 and the law of passing off.

Infringement through use of a company name

Under section 26 of the Trademarks Act 2009, a person who is not the registered proprietor or a registered user infringes a registered trademark by using, in the course of trade, an identical or deceptively similar mark for goods or services, and "use" includes use on business papers and in advertising.[9] A company that trades under a name containing someone else's registered mark can therefore face an infringement claim even though the RJSC cleared the name. The court may grant an injunction and, at the plaintiff's option, damages or an account of profits.[9]

Passing off and unregistered marks

The Trademarks Act bars infringement proceedings for unregistered marks but expressly preserves the right to sue for passing off.[9] Suits for infringement of a registered mark, and for passing off a similar or deceptively similar mark, whether registered or not, must be brought in a court no lower than the District Judge's court.[9] An established business with goodwill in a name can therefore challenge a newcomer whose company name trades on that goodwill. Our guide to trademark infringement in Bangladesh covers enforcement in detail.

The right sequence

For any business building a brand, the sequence is: search the trademark register and the market, search the RJSC register, apply for clearance, then file a trademark application for the name's distinctive element. A company name gives no trademark rights in itself. The trademark filing process is explained in our trademark registration guide.

Changing a company name later

Section 11(6) allows any company to change its name by special resolution, subject to the written approval of the Registrar.[1] In practice the new name must pass the same clearance tests as a name for a new company, so the process begins with a fresh name clearance application for the proposed name.

Passing the special resolution

A special resolution requires a three-fourths majority of members entitled to vote, present in person or by proxy where proxies are allowed, at a general meeting for which not less than twenty-one days' notice has been given specifying the intention to propose it as a special resolution. Shorter notice is possible if all members entitled to attend and vote agree.[3] Check the articles for any additional requirements, such as investor consent rights in a shareholders' agreement.

Filing and the new certificate

A copy of every special resolution must be printed or typed, certified by an authorised officer and filed with the Registrar within fifteen days of being passed. Late filing exposes the company to a fine of up to Tk 100 for every day of default, and officers who knowingly permit the default share the liability.[3] Once the Registrar approves the change, the new name is entered in the register in place of the old one and a certificate of incorporation in the new name is issued. The change is complete on issue of that certificate.[1]

What a change of name does not affect

Section 11(8) is clear: a change of name does not affect any rights or obligations of the company or render defective any legal proceedings by or against it, and proceedings that could have been continued or begun under the old name may be continued or begun under the new one.[1] What changes is the administrative identity, which must then be updated with the trade licence authority, tax and VAT authorities, banks, investment agencies, regulators and counterparties.

Bank companies

Banks face an extra step. Under section 116 of the Bank Company Act 1991, no application to change a bank company's name under section 11 of the Companies Act is admissible without a no-objection certificate from Bangladesh Bank.[8]

The 2026 draft reform of section 11

The draft Companies (Third Amendment) Act 2026 would rewrite section 11 to simplify changes of name and give the Registrar power to impose fines of up to Tk 1.0 million for non-compliance with name-change directives. The daily fine for failing to change a name would rise from Tk 500 to Tk 5,000, and the officer's daily penalty from Tk 100 to Tk 500. The draft would also repeal sections 13, 15 and 16 and amend section 14 to provide for an appeal against the Registrar's decision.[11] As reported in August 2026, the draft was still to go through the approval process, so the current section 11 continues to apply. Our overview of company law in Bangladesh tracks the wider reform.

Foreign companies and foreign-owned subsidiaries

Foreign investors meet the naming rules in two different ways, depending on whether they register a branch or liaison office of the foreign company or incorporate a local subsidiary.

Branch and liaison offices

A foreign company registering a branch or liaison office does not need name clearance: the RJSC's process guidance expressly exempts it.[6] The office operates under the foreign company's own name.

What the law does require is transparency. Under section 381, every foreign company must state in every prospectus inviting subscriptions in Bangladesh the country in which it is incorporated, display its name and country of incorporation outside every office or place of business in Bangladesh in legible Bangla or English, show the same on its bill-heads, letter paper, notices and other official publications, and disclose if the liability of its members is limited.[4] Under the RJSC fee schedule, a foreign company's registration involves filing six documents at Tk 500 each.[5] The approval and registration process is covered in our guide to foreign company registration in Bangladesh.

Subsidiaries using a group name

A local subsidiary is a Bangladeshi company and needs clearance of its proposed name like any other. Most groups want it to carry the parent's brand, typically as "[Brand] Bangladesh Limited". Search the RJSC and trademark registers early, because a local party may already hold the brand, and keep the parent's written consent to use its name on file. Any conflict should be resolved, by negotiation, objection or proceedings, before launch.

On acquisitions, confirm that the target's name is not open to a section 11 direction or a trademark challenge and that any group name it uses is licensed. Our branch and foreign company establishment practice handles these structures end to end.

A company name clearance Bangladesh checklist for founders

A good name survives three tests: the registry test, the trademark test and the regulatory test. Every company name clearance Bangladesh application should be prepared against all three, not just the first.

In short: settle the entity type and suffix, build the name around a distinctive core word, search the RJSC register and the trademark register for that word and its variants, and strip out regulated or official-sounding words unless you hold the licence or permission they imply. Apply with two or three options in their exact final form, incorporate within the validity window or extend before it lapses, and file a trademark application for the name as soon as practicable. If you later rebrand, start with a fresh clearance and follow the special resolution and filing timetable precisely.

TRW advises founders, foreign investors and established groups on name strategy, RJSC filings, trademark clearance and name disputes as part of our corporate and commercial advisory practice. If you are choosing a name, facing an objection or planning a rebrand, contact TRW to discuss the next step.

Frequently asked questions

Is name clearance mandatory before registering a company in Bangladesh?

Yes. The RJSC requires name clearance before registering any new entity, including private, public and one person companies. The only exception in the RJSC's guidance is a foreign company's branch or liaison office.[6]

How much does RJSC name clearance cost?

The RJSC fee schedule sets the fee at Tk 500 per proposed name, with a time-extension application at Tk 200. Government startup guidance quotes Tk 600 per name, so budget for the higher figure.[5] [7]

How long is a name clearance certificate valid?

The RJSC's process guidance states 30 days from issue, within which registration must be applied for. Some government guidance refers to 180 days, so read the certificate and treat 30 days as the working deadline.[6] [7]

Can I extend a name clearance?

Yes. The RJSC fee schedule provides for a time-extension application at Tk 200. Apply before the validity period ends, because an expired name can be taken by another applicant.[5]

How many names can I propose in one application?

You may propose alternatives, but the RJSC clears only one name per application, and each proposed name carries its own fee.[5] [6]

Why would the RJSC reject a company name?

Usually because it is identical or deceptively similar to an existing name for the same entity type, uses a word the Government has declared undesirable, uses UN or WHO names without permission, implies a regulated activity such as banking, or carries the wrong suffix.[1] [8]

Does name clearance protect my brand as a trademark?

No. Clearance checks only the RJSC register. A cleared name can still infringe a registered trademark under section 26 of the Trademarks Act 2009 or support a passing-off claim, so file a separate trademark application.[9] [10]

What happens if my company is registered with a name similar to an existing company?

The Registrar can direct a change of name within a period of up to 120 days. Failure to comply attracts a fine of Tk 500 a day on the company and Tk 100 a day on each officer in default.[1]

How do I change my company's name after incorporation?

Clear the new name, pass a special resolution with a three-fourths majority on twenty-one days' notice, file it within fifteen days and obtain the Registrar's written approval. The Registrar then issues a fresh certificate of incorporation.[1] [3]

Does a foreign company need name clearance to open a branch in Bangladesh?

No. A branch or liaison office uses the foreign company's own name and does not need clearance, but it must display its name and country of incorporation at each office and on its documents under section 381.[4] [6]