Company Registration Lawyer
Near Me in Pallabi, Dhaka

Private Limited Company registration in Bangladesh is governed by the Companies Act 1994 and administered by the Registrar of Joint Stock Companies and Firms (RJSC). Entrepreneurs operating from Pallabi follow the same national RJSC process, which is now largely digital. The key stages are:

• Step 1 – Name Clearance: Submit an online application to the RJSC portal for a unique company name. Approval typically takes 1–2 working days; the government fee is approximately BDT 600.
• Step 2 – Draft MOA & AOA: A lawyer prepares the Memorandum of Association (MOA) defining your business objectives and share capital, and the Articles of Association (AOA) setting out internal governance rules.
• Step 3 – Open a Temporary Bank Account: Required primarily for foreign shareholders to remit paid-up capital and obtain an Encashment Certificate from the receiving bank.
• Step 4 – File RJSC Application: Upload the signed MOA, AOA, Form IX (director consent), Form XII (director particulars), Form I (statutory declaration), and subscriber sheet via the RJSC online portal.
• Step 5 – Pay Government Stamp Fees: Payable based on authorised share capital under the RJSC fee schedule and Stamp Act 1899.
• Step 6 – Receive Certificate of Incorporation: The RJSC issues a digitally authenticated certificate, usually within 15–25 working days of a complete application.

A qualified company registration lawyer in Pallabi ensures your documents are accurate and RJSC-compliant from the outset, preventing costly rejections and delays. Contact our legal team for end-to-end registration support.

Pallabi Thana was formally established in 2005 and covers approximately 9.97 sq km within north-western Dhaka. Here are the precise administrative details you need when completing RJSC, Trade License, TIN, or VAT registration forms:

• City Corporation: Dhaka North City Corporation (DNCC)
• DNCC Zone: Zone-1
• Thana: Pallabi
• Postal Code: 1216
• Area Code: 02
• Key Sub-Areas: Mirpur-11, Mirpur-12, Mirpur-13, Pallabi Chowrasta, Section-11, Section-12
• Nearby Landmarks: Pallabi MRT Station (Dhaka Metro Line 6), Mirpur Stadium, Mirpur DOHS, Sher-e-Bangla Cricket Stadium

When completing any government form, write your address as "Pallabi, Dhaka-1216" with your specific road and block details. Incorrect jurisdictional entries are a common source of RJSC application delays. Our lawyers ensure all forms are correctly completed for Pallabi-based businesses.

The RJSC requires the following documents when registering a Private Limited Company in Bangladesh. Incomplete or incorrectly prepared documents are the most frequent cause of application rejection:

• National ID (NID) or valid Passport copies of all proposed Directors and Shareholders
• Recent passport-size photographs of all Directors
• Memorandum of Association (MOA) — drafted, signed, and duly stamped
• Articles of Association (AOA) — drafted, signed, and duly stamped
• Form IX — Written consent of each Director to serve in that capacity
• Form XII — Detailed particulars and full list of Directors
• Form I — Statutory declaration of compliance signed by a qualified lawyer or named director
• Share Subscriber Sheet — confirming share allotment to each shareholder
• Proof of registered office address (e.g. utility bill, tenancy agreement, or title deed for your Pallabi business premises)
• Bank Encashment Certificate (mandatory for companies with foreign shareholders)
• RJSC fee payment confirmation receipt

Foreign nationals serving as directors or shareholders must additionally provide notarised, apostilled passport copies and overseas address verification. Request our free document checklist tailored to your company type and shareholder structure.

Businesses operating within Pallabi Thana fall under Dhaka North City Corporation (DNCC) Zone-1. A Trade License is legally mandatory under the Dhaka City Corporation Ordinance 1983 before commencing any commercial activity. Follow these steps to obtain yours:

• Download the K-Form (commercial business) or I-Form (manufacturing) from the official DNCC portal, or collect it in person from the DNCC Zone-1 office.
• Complete the form with accurate details: business name, nature of business, registered address in Pallabi, owner's NID information.
• Have the completed form attested and signed by your respective Ward Commissioner.
• Submit the form and all required supporting documents to the DNCC Zone-1 licensing office.
• A DNCC Licensing Inspector will inspect your business premises in Pallabi before issuing final approval.
• Pay the prescribed Trade License fee at the designated Sonali Bank branch and collect your license from the DNCC office.

Trade Licenses must be renewed every year by 30 June. A mandatory signboard fee — equivalent to 30% of your license fee — is payable simultaneously. Late renewal attracts a penalty surcharge. Let our team manage your Trade License from application to renewal.

Total registration costs depend on your chosen Authorised Share Capital. The following approximate figures apply under current RJSC schedules and Stamp Act provisions (2025–2026):

• Name Clearance Fee: BDT 600 (approximately USD 5–6)
• Government Registration Fee — up to BDT 10 Lakh authorised capital: BDT 20,000 – 25,000
• Government Registration Fee — BDT 10 Lakh to BDT 1 Crore: BDT 25,000 – 55,000
• Government Registration Fee — above BDT 1 Crore: Scaled fees apply per RJSC published schedule
• Stamp Duty on MOA & AOA: Payable under the Stamp Act 1899; varies by authorised capital
• Professional Legal Fee: BDT 15,000 – 50,000+ depending on complexity, number of shareholders, and foreign involvement

Additional post-registration costs include the DNCC Trade License fee for Pallabi, TIN registration (free), BIN/VAT registration (free), and any sector-specific approvals (BIDA, Bangladesh Bank, BBTPA, etc.). Request a transparent, itemised cost estimate based on your specific business model and share capital.

With a lawyer preparing correct documents from day one and the RJSC online portal used throughout, typical timelines are as follows:

• Name Clearance: 1–2 working days
• Legal document preparation (MOA, AOA, statutory forms): 3–5 working days
• RJSC processing and issuance of Certificate of Incorporation: 15–25 working days
• Total for a standard local company: Approximately 20–30 working days from instruction
• Joint Venture or Foreign Company: 35–50 working days (additional capital remittance, BIDA registration, and Encashment Certificate steps required)

Common delay triggers include documentation errors, high RJSC portal volumes, and sector-specific restricted activity approvals. Engaging an experienced lawyer at the outset significantly reduces the risk of avoidable delays. Our Pallabi-serving legal team offers expedited support for time-critical incorporations.

Yes. Bangladesh maintains an open and investor-friendly policy, generally permitting 100% foreign equity ownership across most sectors. The Bangladesh Investment Development Authority (BIDA) serves as the primary facilitation body for foreign direct investment (FDI). Key points for foreign investors considering a Pallabi-registered company:

• Full foreign ownership (100% shareholding) is permitted in manufacturing, IT, services, trading, and most other commercial sectors.
• Restricted sectors requiring prior Bangladesh Bank or regulatory approval include banking, insurance, telecommunications, and print/electronic media.
• Foreign shareholders must remit paid-up capital through official banking channels and obtain a bank-issued Encashment Certificate before the RJSC will accept an incorporation application.
• BIDA's one-stop service facilitates investor visas, work permits, and sector-specific approvals for foreign shareholders and directors.
• Alternatives to full incorporation include establishing a branch office or liaison office in Bangladesh, both requiring BIDA approval.
• Pallabi/Mirpur-based IT companies with foreign shareholders may additionally register with Bangladesh Hi-Tech Park Authority (BHTPA) for significant tax benefits.

Speak with our foreign investment legal specialists to structure your Bangladesh entry in the most tax-efficient and compliant manner.

Bangladesh law accommodates several business structures, each with different legal requirements, liability protections, and governance obligations. Your optimal choice depends on your scale, ownership structure, and sector:

• Private Limited Company (Pvt. Ltd.): The most widely chosen structure for Pallabi businesses. Minimum 2 and maximum 50 shareholders; directors enjoy limited liability; registered with RJSC under the Companies Act 1994.
• One Person Company (OPC): Ideal for solo entrepreneurs seeking limited liability without a second shareholder. A single director-shareholder model introduced under Companies Act amendments.
• Public Limited Company: Suitable for businesses intending to raise capital from the public; minimum 7 shareholders; subject to Bangladesh Securities and Exchange Commission (BSEC) oversight.
• Partnership Firm: Governed by the Partnership Act 1932; RJSC registration is optional but strongly advisable; no limit on liability unless specifically structured.
• Sole Proprietorship: Simplest and fastest to set up; requires only a Trade License from DNCC (no RJSC filing); unlimited personal liability; very common among Pallabi traders and small business owners.
• Branch Office / Liaison Office: Designed for foreign companies wishing to operate in Bangladesh without incorporating a new entity; requires BIDA approval.
• NGO / Society / Foundation: Registered under the Societies Registration Act 1860 or through the NGO Affairs Bureau for non-profit objectives.

A lawyer will assess your business model, number of owners, capital requirements, and long-term goals to recommend the most suitable structure. Consult our Pallabi corporate legal advisors today.

Receiving your Certificate of Incorporation is the starting point, not the finish line. The following post-registration steps are mandatory for all companies operating from Pallabi:

• TIN Registration: Every registered company must obtain a Tax Identification Number (TIN) from the National Board of Revenue (NBR). Registration is free and available online through the NBR portal.
• BIN / VAT Registration: Companies whose annual taxable turnover exceeds BDT 30 Lakh must register for a Business Identification Number (BIN) with NBR for VAT compliance under the VAT and Supplementary Duty Act 2012.
• Trade License: Apply to DNCC Zone-1 (for Pallabi) before your first day of trading. Must be renewed by 30 June each year without fail.
• Corporate Bank Account: Open a business current account in the company's name at a scheduled bank before conducting any transactions.
• Import/Export Registration: If your Pallabi business engages in international trade, obtain an Import Registration Certificate (IRC) or Export Registration Certificate (ERC) from the Chief Controller of Imports & Exports (CCIE).
• Annual RJSC Return Filing: Mandatory under Section 150 of the Companies Act 1994 — includes audited accounts, AGM minutes, director and shareholder lists — filed within 21 days of your AGM.
• Sector-Specific Licences: Certain industries (food, pharmaceuticals, finance, education) require additional operational licences from relevant regulatory bodies.

Our compliance management team handles all post-registration requirements under a single package. Ask about our complete compliance package for new Pallabi companies.

The Memorandum of Association (MOA) and Articles of Association (AOA) are the two constitutional documents that define and govern every registered company in Bangladesh under the Companies Act 1994:

• MOA (Sections 10–13 of the Companies Act 1994): The external charter of your company. It sets out the company's name, registered address in Pallabi, the precise scope and objectives of your business, authorised share capital, and the nature of shareholder liability. Any activity not listed in your MOA's objects clause may be legally challenged as ultra vires — beyond the company's powers.
• AOA (Sections 22–31 of the Companies Act 1994): The internal rulebook governing how the company is managed day-to-day. It covers how board meetings and general meetings are conducted, how shares are issued and transferred, voting rights, director appointment and removal, dividend distribution procedures, and record-keeping obligations.

Poorly worded MOA objects clauses frequently restrict a growing business from expanding into adjacent activities without a costly amendment process. Weak or generic AOA provisions are among the most common triggers for shareholder disputes in Bangladesh. The RJSC scrutinises both documents rigorously — errors or template-copied language cause outright rejection. A qualified company lawyer drafts your MOA and AOA to be specific to your business model, future-proof, and fully RJSC-compliant. Our legal team drafts tailored MOA/AOA for Pallabi companies.

DNCC Trade License fees are determined by business category, premises size, and assessed annual turnover. Approximate fee ranges applicable to businesses in the Pallabi / Mirpur area under DNCC Zone-1 (2025–2026):

• Small Commercial Firm (K-Form): BDT 2,000 – 10,000 per annum
• Medium Commercial or Service-Based Business: BDT 10,000 – 30,000 per annum
• Large Business, Corporate Office, or Industrial Unit: BDT 30,000 and above, as assessed by the DNCC Licensing Inspector
• Signboard Tax: Mandatory at 30% of the Trade License fee
• Application Form Cost: BDT 10 (K-Form)

Payment is made at a designated Sonali Bank branch or through the DNCC online payment portal. Your Trade License must be visibly displayed at your business premises at all times and renewed by 30 June each year. Failure to renew on time incurs a penalty surcharge. Let our team handle your DNCC Trade License — new application or annual renewal.

Under the Companies Act 1994, every registered company — including those headquartered in Pallabi — must maintain a robust annual compliance calendar. Non-compliance can result in financial penalties, disqualification of directors, or compulsory dissolution:

• Annual General Meeting (AGM): Must be convened within 18 months of incorporation, then annually within 15 months of the preceding AGM (Section 81). Shareholder accounts and reports are presented at the AGM.
• Annual Return (RJSC Filing): Must be submitted within 21 days of the AGM (Section 150). Includes audited financial statements, a current director list, updated shareholder register, and AGM minutes.
• Independent Audit: Mandated every financial year; the appointed auditor must be a Chartered Accountant (CA) holding a valid Institute of Chartered Accountants of Bangladesh (ICAB) licence.
• DNCC Trade License Renewal: By 30 June each year without exception for Pallabi-based businesses.
• Corporate Income Tax Return: Filed annually with NBR; the standard corporate tax rate begins at 22.5% for unlisted companies.
• Monthly VAT Returns: Required for VAT-registered companies with a BIN, filed via the NBR iBAS++ or VAT online portal.
• Change Notifications to RJSC: Any changes in directors, shareholders, registered address, or share capital must be formally notified to RJSC within 30 days of occurrence.

Our corporate compliance team manages all annual filings, AGM coordination, and regulatory notifications for Pallabi companies, so you can focus on growing your business.

Absolutely. Pallabi and the broader Mirpur area represent one of Dhaka's most commercially active districts, with deep roots in garment manufacturing, light industry, SME trade, retail, and growing IT and service sectors. Key business advantages of registering in Pallabi include:

• Manufacturing Hub: Mirpur is home to a significant concentration of Ready Made Garments (RMG) factories, textile workshops, and light manufacturing units — making it a natural location for suppliers and ancillary businesses to register and operate.
• MRT Line 6 Connectivity: The operational Dhaka Metro (MRT Line 6) with a dedicated Pallabi station now connects the area to Motijheel and Agargaon, dramatically improving business accessibility.
• Dense Consumer Market: With a population exceeding 597,000 within the thana alone, Pallabi offers significant local consumer demand for retail, food, healthcare, education, and service businesses.
• Affordable Commercial Space: Office and warehouse rental rates in Pallabi and Mirpur remain more competitive than Gulshan, Banani, or Tejgaon, lowering operational overhead for startups and SMEs.
• BSCIC and SME Support: Manufacturing businesses in Mirpur may access support from the Bangladesh Small and Cottage Industries Corporation (BSCIC) for registration, training, and financing.
• BHTPA Benefits: IT and software companies can register with Bangladesh Hi-Tech Park Authority (BHTPA) to access income tax exemptions on export earnings.

Using a Pallabi or Mirpur address is fully valid for RJSC incorporation, DNCC Trade Licensing, and all national regulatory registrations. Speak with our business registration lawyers who specialise in the Pallabi–Mirpur commercial corridor.

The RJSC relies on a set of prescribed statutory forms that must be correctly completed and submitted at the time of incorporation. The three most critical for a Private Limited Company are:

• Form I — Statutory Declaration of Compliance: A sworn declaration confirming that all requirements under the Companies Act 1994 have been duly fulfilled. Must be signed and submitted by an Advocate qualified to appear before the High Court Division of the Supreme Court of Bangladesh, or by a person named in the AOA as a director, manager, or secretary of the company. This form establishes the legal validity of the entire incorporation application.
• Form IX — Consent of Director: Each individual proposed as a director of the company must personally sign this form, confirming their consent to act in that role and certifying that they are not disqualified from directorship under any provision of the Companies Act 1994 (e.g., previous conviction, insolvency, or regulatory bar).
• Form XII — Particulars of Directors: A complete, accurate listing of all directors — including full legal name, residential and business address, occupation, and NID or passport number. Must be submitted at incorporation and updated with RJSC whenever any director is appointed, removed, or changes their details.

Errors or inconsistencies in Form IX or Form XII are among the leading reasons for RJSC application rejections. A qualified company registration lawyer in Pallabi prepares, cross-checks, and files all three forms accurately on your behalf. Contact us for end-to-end RJSC filing support for your Pallabi-based company.