How to Start a Private Limited Company in Bangladesh?

Bangladesh is a promising destination for doing business. Whether you’re an entrepreneur or an international investor, starting a private limited company here offers numerous opportunities. But how to register a company in Bangladesh?

To successfully start a company in Bangladesh, you have to fulfill the legal requirements and follow a step-by-step process. From selecting a company name to obtaining necessary approvals, every stage is important.

This guide is designed to simplify the journey for you. Whether you’re planning to start a company in Bangladesh or exploring investment options, let’s dive into the essentials of setting up your company.

Steps to Start a Private Limited Company in Bangladesh

Follow these steps carefully to ensure compliance with local regulations and complete a privale limited company registration in Bangladesh:

1. Secure a Unique Company Name

Securing a unique name is the first step to registering a company in Bangladesh. Get a Name Clearance certificate. To get the certificate, apply to the RJSC. Choose a unique name for your business. Check the RJSC database to ensure your name is not already registered. If available, apply for a name clearance certificate.

2. Prepare Required Documents

Compile all necessary documents, including the Memorandum and Articles of Association, copies of National IDs or passports of directors, and have a registered business address. Accurate documentation is crucial to avoid delays during the approval process. Hire a professional business lawyer to draft MoA and AoA and follow local regulations accurately.

3. Obtain Digital Signatures and TIN

Directors must have digital signatures and Tax Identification Numbers (TIN) to proceed with the RJSC company registration Bangladesh. These are mandatory for filing documents with the RJSC and fulfilling tax obligations.

4. Open a Bank Account

If your company is foreign or includes any foreign investors, open a temporary bank account for the company. You have to submit some required documents to the bank to open the account. Then remit the minimum required paid-up capital to this bank account.

5. Submit an Application to RJSC

Submit the incorporation application to the RJSC along with the required documents. Submit duly filled registration forms, MoA, and AoA, required documents, licenses, and certificates. Pay the required fees to the RJSC-authorized counter. The RJSC will review and approve your application if everything meets legal requirements.

Documents Required to Register a Company in Bangladesh

These documents are essential to register a company in Bangladesh:

1. Name Clearance Certificate
2. Memorandum of Association (MoA)
3. Articles of Association (AoA)
4. NID Copies of directors and shareholders (for Bangladeshis)
5. Passport copies of directors and shareholders (for foreigners)
6. Photos of all directors and shareholders

These forms are mandatory to submit during a company registration:

1. Form I: Declaration on Registration of Company
2. Form VI: Notice of Situation of Registered Office and Any Change therein
3. Form IX: Director’s consent form or Consent of Director to Act
4. Form X: List of Persons Consenting to be Directors
5. Form XII: Particulars of the Directors, Manager, and Managing Agents and any change therein
6. Subscriber Page of MoA

The required information includes:

1. A registered physical company address
2. The name of the managing director, director, etc.
3. Director's and shareholder’s information
4. Information about authorized capital, paid-up capital, etc.

How Long Does It Take to Start a Private Limited Company in Bangladesh?

RJSC typically requires 6–8 working days to review and approve the application and issue a Certificate of Incorporation.

The entire process of online company registration in Bangladesh, from name clearance to receiving the incorporation certificate, generally takes 2 to 3 weeks.

Securing additional licenses and permits may take another week or more, especially if processed simultaneously.

Overall, starting a private limited company in Bangladesh usually requires around 4 weeks.

Why Should You Start a Private Limited Company in Bangladesh?

You should start a Private Limited Company in Bangladesh for the following advantages of features:

1. A Private Limited Company offers simple and less legal requirements than a Public Limited Company. You do not need to comply with strict reporting obligations, such as holding annual general meetings, etc.
2. You have full control with no external influence. You enjoy a high or full decision-making power as there are no public shares.
3. You can enjoy limited liability and higher flexibility as a shareholder.
4. As you can avoid excessive compliance burden, you can focus more on your business.
5. If you are a startup or smaller business and you don’t need large-scale funding, LLC is a cost-effective option.
6. If you want an easy operation, LLC is more flexible for you.
7. A Private Limited Company is easy and less costly to set up.

Conclusion

Starting a private limited company in Bangladesh is an excellent way to tap into a market full of potential. The process involves securing a company name, preparing documents, and obtaining necessary permits.

When you open a company in Bangladesh, you gain access to a prosperous market and favorable business environment. So, plan carefully and seek advice from business incorporation experts such as Law Advisor BD to easily turn your vision into a thriving business venture.