Registering a company in Bangladesh is one of the smartest first steps you can take — whether you are a local entrepreneur starting your first business or a foreign investor entering the market. The process is fully online, governed by the Companies Act 1994, and administered by the Registrar of Joint Stock Companies and Firms (RJSC).
This guide covers everything you need to know: types of companies, step-by-step registration, required documents, government fees, and post-registration compliance — all in plain language.
What Type of Company Can You Register in Bangladesh?
Before you begin, you need to choose the right business structure. Each type has different legal and compliance implications.
| Type | Min. Shareholders | Max. Shareholders | Foreign Ownership | Best For |
| Private Limited Company | 2 | 50 | Up to 100% | Most businesses |
| Public Limited Company | 7 | Unlimited | Yes | Large / listed firms |
| One Person Company (OPC) | 1 | 1 | Yes | Solo founders |
| Branch Office | Parent co. | — | Foreign parent | Foreign companies |
| Liaison / Rep. Office | Parent co. | — | Foreign parent | Non-commercial presence |
💡 For most entrepreneurs — local or foreign — a Private Limited Company is the recommended structure. It creates a separate legal entity, limits personal liability, and permits 100% foreign ownership in most sectors.
Step-by-Step: How to Register a Company in Bangladesh
Step 1 — Name Clearance
Visit the RJSC online portal (roc.gov.bd), create an account, and apply for name clearance. Submit at least three name options in order of preference. RJSC typically approves within 1–2 working days. The fee is BDT 230, and the certificate is valid for 30 days.
Tips: Avoid names that are too generic, already taken, or contain restricted words like ‘Bank’, ‘Insurance’, or ‘Government’ without prior regulatory approval.
Step 2 — Draft Memorandum and Articles of Association
Memorandum of Association (MoA): Defines your company’s name, registered address, authorised capital, and business objectives. Keep the objects clause specific to your actual business — but broad enough to accommodate future activities.
Articles of Association (AoA): The internal rulebook of your company — how meetings are held, how directors are appointed, how shares are transferred, and how decisions are made.
Step 3 — Open a Bank Account and Deposit Share Capital
For Bangladeshi shareholders, the bank account is opened after incorporation using the Certificate of Incorporation.
For foreign shareholders, a provisional (pre-incorporation) bank account must be opened first. The foreign shareholder remits the paid-up capital from abroad via SWIFT transfer. The bank then issues an Encashment Certificate — a mandatory document for RJSC submission.
Step 4 — Submit Registration Documents to RJSC
Upload all documents via the RJSC portal and pay the government registration fees. RJSC reviews the submission and may request corrections before proceeding.
Step 5 — Receive Certificate of Incorporation
Once RJSC is satisfied with all documents, it issues the Certificate of Incorporation. Your company is now legally registered in Bangladesh. RJSC processing time is typically 3–7 working days after full document submission.
Documents Required for Company Registration
For Bangladeshi Shareholders / Directors:
- National Identity Card (NID) — clear copy
- Passport-size photograph
- Tax Identification Number (TIN) certificate
- Proof of proposed registered office address (lease/ownership document)
For Foreign Shareholders / Directors:
- Valid passport (all relevant pages)
- Passport-size photograph
- Proof of overseas residential address
- If a corporate entity: Certificate of Incorporation of parent company + Board Resolution
- Encashment Certificate from bank confirming capital remittance
Company Documents (prepared during registration):
- Memorandum of Association (MoA)
- Articles of Association (AoA)
- Form IX — Director’s Consent
- Form XII — Particulars of Directors
- Form I — Declaration of Compliance
- Form VI — Notice of Registered Office
Company Registration Cost in Bangladesh (2025)
RJSC registration fees are calculated based on authorised capital. Below are approximate government fee ranges — professional service fees are separate.
| Authorised Capital | Approx. Govt. Fee (BDT) | Approx. Govt. Fee (USD) |
| Up to BDT 10 lakh (1M) | BDT 5,000 – 7,000 | ~USD 45 – 65 |
| BDT 10 lakh – 50 lakh | BDT 7,000 – 18,000 | ~USD 65 – 165 |
| BDT 50 lakh – 1 crore | BDT 18,000 – 35,000 | ~USD 165 – 320 |
| Above BDT 1 crore | BDT 35,000+ | ~USD 320+ |
Note: The above are government fees only (registration fee + stamp duty). They do not include professional service charges. VAT at 15% is applicable on government fees.
How Long Does Company Registration Take?
| Stage | Local Company | Foreign Company |
| Name clearance | 1–2 days | 1–2 days |
| MoA / AoA drafting | 2–3 days | 3–5 days |
| Bank account + capital remittance | After incorporation | 5–15 days |
| RJSC review and Certificate | 3–7 days | 3–7 days |
| Total (typical) | 1–2 weeks | 3–5 weeks |
What to Do After Company Registration
Getting the Certificate of Incorporation is just the start. To operate legally, every company in Bangladesh must complete these post-registration steps.
Trade Licence — Apply to your local City Corporation or Municipality. Required before opening a commercial bank account or starting business operations. Timeline: 3–5 working days.
E-TIN (Tax Identification Number) — Register online with the National Board of Revenue (NBR). Required for tax return filing, banking, and contracts. Timeline: same day.
VAT Registration (BIN) — Apply for a Business Identification Number from NBR’s VAT Online System. Mandatory for all companies. Monthly VAT returns are due by the 15th of each month.
BIDA Registration — Strongly recommended for foreign-invested companies. Required for work permits, visa endorsements, and investor services. Available via BIDA’s One Stop Service at invest.gov.bd.
Import/Export Registration (IRC/ERC) — Required if your company will import goods (IRC) or export goods (ERC). Issued by the Chief Controller of Imports and Exports (CCI&E).
Annual RJSC Return — Every registered company must file an Annual Return with RJSC within 21 days of its AGM, along with audited financial statements.
Frequently Asked Questions
Can a foreigner register a company in Bangladesh?
Yes. Bangladesh allows up to 100% foreign ownership in a private limited company across most sectors. Foreign nationals can be directors and shareholders without any local partner requirement.
What is the minimum capital to register a company?
There is no legally prescribed minimum paid-up capital for a private limited company. However, for foreign-invested companies requiring a BIDA work permit, an equity investment of at least USD 50,000 remitted from abroad is required.
Can I register a company online in Bangladesh?
Yes. The RJSC registration process is entirely online via roc.gov.bd. Document submission, fee payment, and certificate issuance are all managed digitally.
Do I need a physical office to register a company?
Yes. A real, physical address in Bangladesh is required as your registered office. P.O. Box addresses are not accepted. This can be a commercial or residential premises, supported by a lease agreement.
What is an Encashment Certificate and do I need one?
An Encashment Certificate is a document issued by a Bangladeshi bank confirming that foreign shareholders have remitted their share subscription money from abroad. It is mandatory for RJSC registration when the company has foreign shareholders.
How much does it cost to register a company in Bangladesh?
Government fees start from approximately BDT 5,000 for small authorised capital and scale up with capital amount. Professional service fees for company registration assistance are separate. Contact We RegisterCorp BD for a precise cost estimate based on your specific requirements.
What is the corporate tax rate for a private limited company?
A non-listed private limited company is subject to 27.5% corporate income tax. A minimum tax of 0.6% of gross receipts applies regardless of profitability.
How long does company registration take in Bangladesh?
For local companies, the typical timeline is 1–2 weeks end to end. For foreign-invested companies, allow 3–5 weeks, primarily due to the bank account opening and capital remittance process.
How We RegisterCorp BD Can Help
We RegisterCorp BD is a Bangladesh-based compliance and registration service provider. We assist local entrepreneurs, foreign investors, and multinational companies through every step of company registration — from name clearance to Certificate of Incorporation, and all post-registration compliance steps.
Our team is experienced in handling registrations for both Bangladeshi nationals and foreign shareholders, including the specific bank account and Encashment Certificate process that catches most first-time applicants off guard.
Whether you are registering your first company or expanding an international business into Bangladesh, we handle the paperwork so you can focus on building your business.
Get in touch with We RegisterCorp BD for a free consultation.
Disclaimer: This article is for general informational purposes only and does not constitute legal or tax advice. We recommend consulting a qualified professional for advice specific to your situation. Laws and fees are subject to change.
