How to Incorporate a Company in Bangladesh — Step by Step Guide

Starting a Business in Bangladesh: Your Complete Incorporation Guide

Bangladesh’s business environment has improved significantly in recent years, with the government making efforts to simplify business registration through digital platforms. However, the process can still be complex for first-time entrepreneurs. This guide, prepared by the team at ARIF HASAN & ASSOCIATES, walks you through every step of incorporating a company in Bangladesh.

Types of Business Entities in Bangladesh

Before diving into the registration process, you should understand the different types of business entities available:

1. Private Limited Company

The most popular choice for businesses in Bangladesh. Key features:

• Minimum 2 shareholders, maximum 50
• Limited liability for shareholders
• Requires minimum paid-up capital (no fixed minimum, but typically BDT 1 lakh or more)
• Cannot invite public to subscribe for shares

2. Public Limited Company

Suitable for larger businesses planning to raise capital from the public:

• Minimum 7 shareholders
• Can issue shares to the general public
• Subject to Securities and Exchange Commission regulations if listed

3. One Person Company (OPC)

A recent addition to Bangladesh company law:

• Suitable for solo entrepreneurs
• Single shareholder and director allowed
• Simpler governance structure

4. Branch Office / Liaison Office

For foreign companies wanting a presence in Bangladesh without full incorporation.

Step-by-Step Company Registration Process

Step 1: Name Clearance (1-2 days)

The first step is to obtain name clearance from the Registrar of Joint Stock Companies and Firms (RJSC).

Process:

• Apply online through the RJSC portal (roc.gov.bd)
• Submit 3-5 preferred company names in order of preference
• Pay the name clearance fee (BDT 200-500)
• Receive clearance certificate if name is available

Tips:

• Avoid names already registered or too similar to existing companies
• Names containing “Bank”, “Insurance”, “Finance” require special regulatory approval
• Foreign language names need translation approval

Step 2: Prepare Memorandum and Articles of Association

The Memorandum of Association (MoA) and Articles of Association (AoA) are the constitutional documents of your company.

Memorandum of Association must include:

• Company name and registered office address
• Objects/purpose of the company
• Liability clause (limited by shares)
• Capital structure (authorized share capital)
• Subscriber details

Articles of Association govern:

• Internal management rules
• Share transfer procedures
• Board meeting procedures
• Dividend declaration process
• Director appointment and removal

Our team at ARIF HASAN & ASSOCIATES can prepare customized MoA and AoA that protect your interests and comply with all legal requirements.

Step 3: Prepare Required Documents

For Bangladeshi-owned companies:

• Completed Form IX (Memorandum of Association)
• Form X (Articles of Association)
• Form I (Declaration of compliance)
• Form VI (Notice of registered office)
• National ID copies of all directors and shareholders
• Passport-size photographs of directors
• Utility bill as proof of registered office address

For companies with foreign shareholders:

• All of the above plus
• Passport copies of foreign directors/shareholders
• Board resolution from foreign parent company (if applicable)
• Tax Identification Number (TIN) for foreign individuals

Step 4: Online Submission to RJSC

Submit all documents through the RJSC online portal:

1. Create an account on roc.gov.bd
2. Fill in the online registration form
3. Upload all required documents
4. Calculate and pay registration fees online

Registration Fees (based on authorized capital):

• Up to BDT 20 lakh: BDT 1,500
• BDT 20 lakh to 1 crore: BDT 4,000
• BDT 1 crore to 5 crore: BDT 10,000
• Above BDT 5 crore: Progressive fee structure

Step 5: Receive Certificate of Incorporation

After successful verification, RJSC issues the Certificate of Incorporation. This typically takes:

• Online process: 3-7 working days
• Physical verification required: 7-15 working days

Step 6: Post-Incorporation Requirements

Once incorporated, you need to complete several additional registrations:

Immediately after incorporation:

• Obtain Tax Identification Number (TIN) from NBR
• Open a company bank account
• Register for VAT (if applicable)
• Obtain Trade License from City Corporation/Municipality
• Register with Bangladesh Investment Development Authority (BIDA) if foreign investment involved

Within the first year:

• Register for income tax return filing
• Obtain relevant sector-specific licenses
• Register employees with Social Security (if applicable)
• Set up proper accounting records from Day 1

Common Mistakes to Avoid

In our experience, these are the most common mistakes new businesses make during incorporation:

1. Wrong business objects: MoA objects should be broad enough to cover all activities you might engage in
2. Inadequate share capital: Think about future capital needs, not just initial requirements
3. Wrong shareholding structure: Plan your ownership structure carefully from the start
4. Skipping the operating agreement: Directors’ roles and responsibilities should be clearly defined
5. Using personal address: Always use a proper commercial address as registered office

How Long Does It Take?

With our assistance, we can often complete the entire process in as little as 2 weeks.

Why Use a Professional Service?

While it is possible to register a company yourself, using professionals like ARIF HASAN & ASSOCIATES has significant advantages:

• Speed: We know the process and can complete it faster
• Accuracy: Errors in documents cause costly delays
• Advice: We help you choose the right structure for your business
• Ongoing support: We stay as your compliance partner long after registration
• Value for money: Our fees are a small fraction of the cost of mistakes

Our Company Registration Service

We offer a complete company registration package that includes:

✅ Name clearance application
✅ MoA and AoA preparation
✅ RJSC submission and follow-up
✅ TIN registration
✅ VAT registration
✅ Trade license guidance
✅ First year compliance calendar

Contact Us to Get Started

Ready to start your business in Bangladesh? Contact us today for a free consultation.

📞 Phone: +880 1538-031251
📧 Email: arifhasan198918@gmail.com
📍 Office: Section-12, Block-A, Road -1, Anik Plaza, Pallabi, Mirpur, Dhaka-1216

We serve entrepreneurs across Bangladesh and internationally. Our consultations are available in English and Bengali.

Last updated: February 2026. Company law requirements may change. Please verify current requirements with our team.