Every serious business in Bangladesh starts with a legal foundation. Whether you are a first-time entrepreneur opening a trading company in Dhaka, a manufacturer in Gazipur who has been operating informally for years, a service provider who wants to start issuing proper invoices and signing contracts, or an importer and exporter who needs an IRC or ERC license to trade internationally, the starting point is always the same. Your business must be properly registered, licensed, and compliant with Bangladesh’s legal and regulatory framework. An unregistered business cannot open a corporate bank account, cannot participate in government tenders, cannot sign enforceable contracts with international buyers, cannot apply for bank loans, and cannot protect its name from competitors who might register it ahead of you. Beyond legal protection, a formally registered Bangladeshi company signals to every client, supplier, bank, and partner that your business is real, accountable, and built to last. GoBangladesh provides a complete company registration and business formalization service for Bangladeshi entrepreneurs and businesses of all sizes, from sole proprietorship trade license to full private limited company incorporation with RJSC, from TIN and VAT registration to import-export licenses and sector-specific regulatory approvals. We handle every document, every government office, and every compliance step so that your business is set up correctly from day one.
CHOOSING THE RIGHT BUSINESS STRUCTURE
Bangladesh law allows businesses to operate under four main structures. The right choice depends on the size of your business, the number of owners, your liability preferences, your financing plans, and whether you intend to scale or attract investment. We advise you on the correct structure during your consultation before any paperwork begins.
Sole Proprietorship:
- Owned and operated by a single individual with no legal separation between the owner and the business
- The simplest and lowest-cost structure to establish, requiring only a Trade License from the local City Corporation or Municipality
- The owner bears unlimited personal liability, meaning personal assets can be used to settle business debts
- Suitable for small shops, freelancers, individual traders, and service providers who are starting out and do not yet need a formal company structure
- Cannot issue shares, attract equity investors, or apply for most institutional bank financing
- Most appropriate for businesses with low risk, single ownership, and annual turnover below a scale that requires corporate structure
Partnership:
- Formed between two or more individuals who share ownership, profits, losses, and management responsibilities
- Can be registered with RJSC under the Partnership Act 1932, though registration is not legally mandatory but strongly recommended for legal protection
- Partners bear joint and unlimited personal liability for the debts and obligations of the business
- Governed by a Partnership Deed that defines each partner’s rights, responsibilities, profit share, and procedures for dissolution
- Suitable for family businesses, professional service firms, and small trading operations where two or more people want to operate jointly without the cost of a private limited company
- We prepare the Partnership Deed, handle RJSC registration, and advise on the legal provisions that protect each partner’s interests
Private Limited Company:
- The most widely used and recommended business structure in Bangladesh for any entrepreneur who is serious about building a credible, scalable business
- A separate legal entity from its shareholders, meaning the company can own property, enter contracts, sue and be sued, and continue to exist regardless of ownership changes
- Shareholders’ liability is limited strictly to the value of their shares, protecting personal assets from business debts
- Governed by the Companies Act 1994 and registered with the Registrar of Joint Stock Companies and Firms, known as RJSC
- Requires a minimum of two shareholders and two directors, with a maximum of fifty shareholders
- There is no mandatory minimum paid-up capital, but most companies start with BDT 100,000 or more as a practical matter
- Significantly easier to open corporate bank accounts, secure bank loans, apply for import-export licenses, participate in tenders, and attract investors compared to sole proprietorships or partnerships
- Suitable for any business that intends to grow, employ staff, trade internationally, sign contracts with large organizations, or formalize operations for long-term operation
One Person Company:
- A relatively new structure under Bangladesh company law that allows a single individual to form a company with limited liability without needing a second shareholder
- Combines the simplicity of a sole proprietorship with the legal protection and credibility of a private limited company
- Suitable for individual entrepreneurs and freelancers who want limited liability and corporate status without bringing in a second person as shareholder
- We advise on OPC eligibility and structure during consultation
PRIVATE LIMITED COMPANY REGISTRATION WITH RJSC
The full RJSC registration process for a private limited company involves multiple steps and documents. We manage every step on your behalf.
Step 1: Name Clearance from RJSC
- We search the RJSC online portal to confirm your proposed company name is available and does not conflict with any existing registered entity
- We advise on RJSC naming guidelines, including restricted words and naming conventions
- We submit your name clearance application online at roc.gov.bd with three proposed names in order of preference
- Name clearance is typically issued within one to two working days
- The approved name is reserved for thirty days, extendable with an additional fee
Step 2: Preparation of Constitutional Documents
- We draft your Memorandum of Association, known as MoA, which defines your company’s objectives, authorized capital, liability of shareholders, and the scope of business activities in no more than 400 words across seven mandatory clauses as required by RJSC
- We draft your Articles of Association, known as AoA, which governs your company’s internal management, director roles, shareholder rights, voting procedures, dividend policy, and dispute resolution
- Both documents are prepared precisely to RJSC standards to avoid rejection during submission
Step 3: Opening a Temporary Bank Account
- We guide you through opening a temporary bank account in the proposed company name at a scheduled commercial bank in Bangladesh
- The authorized and paid-up share capital must be deposited into this account before RJSC submission
- The bank issues an Encashment Certificate confirming receipt of share capital, which is a mandatory RJSC submission document for local shareholders
- For foreign shareholders, paid-up capital must be remitted from abroad via SWIFT with the purpose listed as Equity Investment, and the bank issues the Encashment Certificate upon receipt
Step 4: Preparation of RJSC Submission Documents
Documents we prepare and compile for your RJSC submission:
- Signed and stamped Memorandum of Association
- Signed and stamped Articles of Association
- Form IX: Consent to Act as Director, signed by each director
- Form X: List of Persons Consenting as Directors
- Form XII: Particulars of Directors, Managers, and Managing Agents
- Subscriber sheet with shareholder details, share allocation, and identification
- Encashment Certificate from your bank confirming share capital deposit
- National ID card copies for all Bangladeshi directors and shareholders
- Passport copies for any foreign directors or shareholders
- Proof of registered office address such as a rent agreement, utility bill, or ownership document
- No Objection Certificate from the property owner if the registered office is a rented premises
Step 5: RJSC Online Submission and Fee Payment
- We upload all documents to the RJSC web portal and submit the application
- We pay the applicable RJSC registration fee, which is calculated based on authorized capital
- Physical document submission follows the online submission at the RJSC office where required
- RJSC reviews the application and typically issues the Certificate of Incorporation within three to seven working days
Step 6: Receipt of Certificate of Incorporation
- Once approved, RJSC issues your Certificate of Incorporation, which is the official document confirming your company’s legal existence
- We collect and deliver your complete set of company documents including the Certificate of Incorporation, certified copies of MoA and AoA, and all RJSC forms
- Total timeline from starting the process to Certificate of Incorporation is typically fifteen to twenty-five working days with accurate documentation
POST-INCORPORATION REGISTRATIONS AND LICENSES
Receiving your Certificate of Incorporation is the beginning, not the end. Operating legally in Bangladesh requires several additional registrations that we complete on your behalf immediately after incorporation.
Trade License:
- A Trade License from the local City Corporation, Municipality, or Union Parishad is mandatory for every business operating within Bangladesh
- It authorizes your company to conduct commercial activity at your specific business address
- Required documents include your RJSC Certificate of Incorporation, MoA, AoA, NID copies of directors, office rent agreement, and passport photographs
- Trade Licenses must be renewed annually and are location-specific, meaning each business address requires its own license
- For businesses operating from multiple locations, a separate Trade License is required for each address
- Digital applications are now accepted through etradelicense.gov.bd for faster processing
Tax Identification Number, known as TIN:
- Every company in Bangladesh is legally required to obtain a Tax Identification Number from the National Board of Revenue
- TIN registration is completed online through the NBR’s e-TIN portal and is typically issued within one to two working days
- TIN is required for corporate income tax filing, VAT registration, bank account opening, import-export licenses, and government tender participation
- Corporate income tax rates in Bangladesh currently start at 22.5% for publicly traded companies and 27.5% for private companies, with lower rates applicable in certain export sectors
VAT Registration and Business Identification Number, known as BIN:
- VAT registration is mandatory for businesses whose annual turnover exceeds BDT 3 million
- Businesses engaged in imports or exports are required to register for VAT regardless of turnover
- VAT registration is completed online through the NBR’s VAT portal and results in issuance of a Business Identification Number, known as BIN
- BIN is required for issuing proper VAT invoices, operating as a registered supplier to large corporations and government entities, opening certain types of bank accounts, and participating in tenders
- Required documents for BIN registration include your Trade License, TIN certificate, and bank account details
Corporate Bank Account:
- Every registered company requires a dedicated corporate bank account in the company name, separate from any personal accounts
- Corporate bank accounts are required for all company financial transactions, payroll, tax payments, and business receipts
- Required documents typically include Certificate of Incorporation, MoA and AoA, Trade License, TIN certificate, director photographs, NID copies, and a board resolution authorizing account opening
- We prepare your complete bank account application package and coordinate with your preferred bank
IMPORT REGISTRATION CERTIFICATE AND EXPORT REGISTRATION CERTIFICATE
For businesses involved in importing goods into Bangladesh or exporting products internationally, two additional certificates are required from the Office of the Chief Controller of Imports and Exports under the Ministry of Commerce.
Import Registration Certificate, known as IRC:
- Mandatory for any business that imports goods into Bangladesh
- Issued by CCI&E and allows the holder to import any permissible product without quantity or value restriction
- Valid for one year and must be renewed annually
- Required documents include Trade License, TIN certificate, VAT registration certificate, Bank Solvency Certificate, Chamber of Commerce membership certificate, RJSC Certificate of Incorporation, MoA and AoA, office rent agreement, Treasury Challan showing payment of applicable fee, and NID or passport copies of directors
- We prepare and submit your IRC application through your authorized dealer bank branch to CCI&E and follow up through approval
Export Registration Certificate, known as ERC:
- Mandatory for any business that exports goods or services from Bangladesh
- Issued by CCI&E and authorizes the holder to export any permissible goods or services internationally without quantity or value restriction
- Valid for one year and must be renewed annually
- Required documents are similar to IRC requirements with the addition of EPB compliance documentation for certain product categories
- Application fee for ERC registration is BDT 10,000 plus 15% VAT
- We prepare and submit your ERC application through CCI&E and the Export Promotion Bureau and coordinate approval within the standard seven to fifteen working day processing window
SECTOR-SPECIFIC LICENSES AND REGULATORY APPROVALS
Beyond the standard registrations, many business sectors in Bangladesh require additional licenses and approvals from specific regulatory bodies. We identify all sector-specific requirements during your consultation and manage the applications.
Businesses requiring additional licensing may include:
- Pharmaceutical and drug businesses: Drug License from the Directorate General of Drug Administration
- Food manufacturing and processing businesses: BSTI Certification Mark for product quality standards
- Factory and industrial establishments: Factory License from the Department of Inspection for Factories and Establishments and Annual Renewal
- Financial services and microfinance: Bangladesh Bank authorization
- Travel and tourism agencies: Bangladesh Tourism Board and Civil Aviation Authority licensing
- Freight forwarding and clearing and forwarding, known as C&F: Bangladesh Land Port Authority and Customs authority approvals
- Recruiting agencies for overseas employment: Bureau of Manpower Employment and Training license
- Industrial and manufacturing businesses with environmental impact: Environmental Clearance Certificate from the Department of Environment
- Food storage and warehouse businesses using bonded facilities: Bond License from Customs Bond Commissionerate
- All physical business premises: Fire License from the Fire Service and Civil Defense Department
- Businesses using certification marks on products: BSTI CM License
FORMALIZING AN EXISTING INFORMAL BUSINESS
Many Bangladeshi businesses operate informally for years, sometimes decades, before the owner realizes the limitations that operating without proper registration creates. Banks decline loan applications. Large corporate clients refuse to sign contracts. Government tenders require documentation that does not exist. International buyers ask for company registration certificates that have never been obtained. Employees cannot be enrolled in formal BIDA or provident fund systems. The business name cannot be legally protected.
We specialize in helping established but informal businesses complete their full formalization in an organized sequence that minimizes disruption to ongoing operations. Our formalization service covers:
- Assessment of your current business structure and recommendation on the most appropriate legal entity
- Preparation and filing of all backdated or current registration documents with RJSC
- Trade License regularization with the relevant City Corporation including addressing any outstanding renewal arrears
- TIN registration and filing of any outstanding corporate income tax returns with NBR
- VAT and BIN registration with NBR including guidance on any compliance obligations for prior periods
- Corporate bank account opening under the newly formalized company structure
- IRC or ERC applications for businesses ready to begin or formalize international trade
- Preparation of proper company documentation for existing shareholders including shareholder agreements and director appointment letters
- Advice on BIDA registration for businesses that have received or plan to receive foreign investment
ANNUAL COMPLIANCE WE MANAGE FOR YOUR BANGLADESH COMPANY
A registered company has ongoing annual obligations that must be met to keep it in good legal standing and avoid penalties from RJSC, NBR, and other regulatory authorities.
RJSC Annual Obligations:
- Annual Return filing with RJSC by January 31 each year using Forms 92 to 95, confirming current director and shareholder information
- Submission of audited financial statements to RJSC within thirty days of the Annual General Meeting
- Annual General Meeting must be held within six months of the financial year end
- Any changes to directors, shareholders, registered address, or authorized capital must be reported to RJSC within the specified timeframe
NBR Tax Obligations:
- Corporate income tax return filing with NBR by November 30 each year
- Quarterly advance tax payments on estimated income
- VAT return filing on a monthly basis for all VAT-registered businesses
- Withholding tax compliance on salary payments and vendor payments where applicable
Trade License Renewal:
- Trade License must be renewed annually with the local City Corporation or Municipality before expiry to avoid penalties
- We handle annual renewal applications and payment of renewal fees on your behalf
Import-Export License Renewal:
- IRC and ERC must be renewed annually with CCI&E before expiry
- We prepare and submit renewal applications with updated bank solvency certificates and compliance documents
Audit and Accounting:
- All private limited companies must appoint a licensed auditor within three months of incorporation
- Annual audited financial statements must be prepared by a Chartered Accountant registered with ICAB
- We connect you with accredited audit firms appropriate to your company size and provide ongoing bookkeeping support
DOCUMENTS YOU NEED TO PROVIDE
For a Private Limited Company:
- National ID cards of all proposed directors and shareholders
- Passport copies for any foreign directors or shareholders
- Proof of business address such as an office rent agreement or ownership deed
- Three proposed company names in order of preference
- Description of your intended business activities
- Proposed authorized and paid-up capital amounts
- Details of share allocation among shareholders
For Sole Proprietorship or Partnership Trade License:
- National ID card of the owner or all partners
- Proof of business address
- Recent passport-size photographs
- Brief description of your business activity
OUR STEP BY STEP PROCESS
- Step 1: Consultation to understand your business, ownership structure, and goals
- Step 2: Business structure recommendation and capital structure advice
- Step 3: Name clearance application with RJSC
- Step 4: Preparation of MoA, AoA, and all RJSC forms
- Step 5: Temporary bank account guidance and Encashment Certificate coordination
- Step 6: RJSC online submission, fee payment, and physical document submission
- Step 7: Certificate of Incorporation collection and delivery
- Step 8: Trade License application with City Corporation
- Step 9: TIN registration with NBR e-TIN portal
- Step 10: VAT registration and BIN issuance with NBR
- Step 11: Corporate bank account application preparation and submission
- Step 12: IRC and ERC applications for import-export businesses
- Step 13: Sector-specific license applications where applicable
- Step 14: Ongoing annual compliance management
FREQUENTLY ASKED QUESTIONS
How long does the entire private limited company registration process take? From starting the name clearance to receiving the Certificate of Incorporation typically takes fifteen to twenty-five working days when all documents are accurately prepared. Adding Trade License, TIN, and VAT registration extends the total timeline by approximately one to two additional weeks.
What is the minimum capital required to register a private limited company in Bangladesh? There is no legally mandated minimum paid-up capital. Practically, most companies start with BDT 100,000 as paid-up capital. Your authorized capital should reflect your intended scale of operations, as RJSC registration fees are partially based on authorized capital amounts.
Can a single person register a private limited company? A single person can form a One Person Company under the relevant provisions of Bangladesh company law. A standard private limited company requires a minimum of two shareholders and two directors. We advise on whether an OPC or a standard private limited company is more appropriate for your situation.
Can a Bangladeshi living abroad register a company in Bangladesh? Yes. All documentation can be prepared remotely and submitted to RJSC on your behalf. You may be required to provide notarized copies of your passport and a Power of Attorney authorizing us to act on your behalf for RJSC submissions and bank account opening.
Is it mandatory to get a VAT registration if my business is new? VAT registration is mandatory if your annual turnover exceeds BDT 3 million or if you are engaged in imports or exports from the start of operations. For new businesses below this threshold operating purely in the domestic market, VAT registration is not immediately mandatory but is recommended for businesses that intend to invoice corporate clients or participate in tenders.
What happens if my existing business is unregistered and I want to formalize it? We handle the full formalization process. Depending on how long your business has been operating and your current documentation, we advise on the correct approach and handle all registrations in the proper sequence. There are generally no penalties for belated registration provided you have not engaged in regulated activities that require a license you never obtained.
Do I need a new company registration for each business I operate? Generally, a single private limited company can conduct multiple business activities by listing them in the MoA object clause. However, if your activities are significantly different or you want separate legal entities for liability isolation or different ownership structures, separate registrations are appropriate. We advise on the most practical structure during consultation.
Contact GoBangladesh to begin your company registration or business formalization. Whether you are starting from scratch or bringing an established business into full compliance, our team handles every document, every government office visit, and every step of the process so that your business has the legal foundation it needs to grow.