Private Limited Company Registration in Dhaka — Fast & Legal

Private limited company registration in Dhaka is the formal incorporation of a "company limited by shares" with the Registrar of Joint Stock Companies and Firms (RJSC), the Ministry of Commerce body that administers company law throughout Bangladesh under the Companies Act, 1994. Once registered, the company becomes a distinct legal person, separate from its founders, capable of owning property, signing contracts, suing and being sued in its own name, while each shareholder's financial exposure is limited strictly to the value of the shares they hold. Entrepreneurs launching a startup, freelancers scaling into a formal business, family businesses formalising operations, and foreign investors entering the Bangladeshi market all need this registration to trade lawfully, open a corporate bank account, hire staff under a registered payroll, and present a credible legal identity to banks, suppliers, and government agencies.

Dhaka, as the seat of RJSC's principal office and Bangladesh's commercial capital, accounts for the largest share of new company registrations in the country. As of early 2024, approximately 300,000 companies were registered nationally, with an average of around 10,000 new registrations occurring annually, and Dhaka-based businesses make up a substantial proportion of this volume given the concentration of banking, trade, technology, and garment-sector activity in and around the capital. For most founders, the private limited structure is the default choice precisely because it combines limited liability, credibility with banks and clients, and the flexibility to raise equity capital — advantages that sole proprietorships and simple partnerships do not offer.

As Wikipedia's overview of the private limited company explains, this corporate form is recognised across common law jurisdictions worldwide as a vehicle that restricts the number of shareholders and the transferability of shares while affording limited liability — a structure Bangladesh inherited directly through its company law tradition and continues to apply via the Companies Act, 1994. Successfully completing the registration quickly and correctly, however, depends on precise drafting, accurate documentation, and a clear understanding of RJSC's procedural requirements — which is exactly where a qualified company registration legal service in Dhaka like Aeenx makes the difference between a smooth, fast incorporation and a delayed, repeatedly-queried one.

Company registration in Dhaka, like everywhere else in Bangladesh, is governed by a defined set of national statutes and administered by a small number of regulatory authorities. Aeenx structures every incorporation against this exact framework to ensure full compliance from day one.

Primary Legislation and Authorities

• The Companies Act, 1994 (Act No. XVIII of 1994): The foundational law governing the formation, management, and dissolution of companies in Bangladesh. Section 4 defines the types of companies that may be formed, Section 11 sets out the mandatory contents of the Memorandum of Association (MoA), Section 22 governs the Articles of Association (AoA), Section 27 prescribes the registration procedure with RJSC, Section 29 confirms that the Certificate of Incorporation is conclusive evidence of registration, Section 150 mandates annual return filing, and Section 181 requires Annual General Meetings.
• Registrar of Joint Stock Companies and Firms (RJSC): The sole authority under the Ministry of Commerce empowered to clear company names, register the MoA and AoA, issue Certificates of Incorporation, and maintain ongoing statutory records — including directors, shareholders, share capital, and annual returns — for every registered company in Bangladesh.
• Bangladesh Investment Development Authority (BIDA) Act, 2016: Governs the registration of foreign and joint-venture investment. BIDA registration is mandatory for manufacturing projects and generally optional, though often advisable, for service-related companies with foreign shareholding.
• Income Tax Act, 2023: Requires every newly incorporated company to obtain a Tax Identification Number (TIN) Certificate from the National Board of Revenue (NBR) and to file annual income tax returns, with the standard corporate tax rate for non-listed private limited companies set under the relevant Finance Act provisions in force at the time of filing.
• Value Added Tax and Supplementary Duty Act, 2012: Requires VAT registration with the NBR for companies whose turnover exceeds the prescribed threshold, or who voluntarily wish to register to claim input VAT credits.
• The Stamp Act, 1899: Requires the MoA and AoA to be executed on non-judicial stamp paper of a value determined by the company's authorised capital, payable before submission to RJSC.
• Local Government (City Corporation) Act, 2009 and related municipal rules: Govern the issuance of a Trade License from the Dhaka North or Dhaka South City Corporation, which is required before a registered company can lawfully commence trading activity within Dhaka.

According to Wikipedia's overview of companies acts as a class of legislation, statutes of this kind exist worldwide to provide a standardised legal framework for incorporating, regulating, and dissolving companies — and Bangladesh's Companies Act, 1994 performs precisely this function domestically, supplemented by the tax, investment, and municipal regulations referenced above. For founders in Dhaka, navigating these overlapping requirements correctly the first time is best achieved with the guidance of an experienced company law adviser.

Under the Companies Act, 1994 and current RJSC practice, eligibility to register a private limited company in Dhaka is broadly open. Eligible individuals — whether Bangladeshi nationals or foreign nationals — who are at least 18 years of age may act as a director or shareholder of a company registered at RJSC. A private limited company must have a minimum of two and a maximum of fifty shareholders, and a minimum of two directors, who may also act as shareholders simultaneously. There is no requirement that a director or shareholder be physically resident in Bangladesh, which makes the structure equally accessible to local entrepreneurs and the Bangladeshi diaspora, as well as to wholly foreign-owned ventures in most sectors.

Foreign Founders

Bangladesh is widely open to foreign ownership, allowing up to 100% foreign equity investment in most sectors, subject in certain industries to prior government approval, and with a small number of sectors restricted to local investment only. A foreign national or foreign company can be the sole shareholder of a Bangladeshi private limited company in most permitted sectors, provided the required paid-up capital is remitted into the company's bank account through formal banking channels, in compliance with the Foreign Exchange Regulation Act, 1947 and applicable Bangladesh Bank guidelines.

Registered Office Requirement

Every company registered with RJSC, including those incorporated in Dhaka, must maintain a registered office address within Bangladesh from the date of incorporation, evidenced by a rental agreement, lease deed, or proof of ownership, along with a recent utility bill. A virtual or shared office address is generally accepted by RJSC provided proper documentation of the arrangement is submitted; founders intending to use a co-working or shared office space in Dhaka should confirm the specific documentation requirements with their company registration adviser before filing.

Designing the right structure of directors, shareholders, and capital before applying to RJSC prevents a large share of the documentation problems that otherwise delay incorporation. The structure decided at this stage is recorded in the Memorandum of Association and the subscriber pages, and changing it after incorporation requires a formal RJSC filing.

Directors and Shareholders

• Minimum two directors and minimum two shareholders are required; the maximum number of shareholders permitted in a private limited company is fifty.
• A director and a shareholder can be the same person — most small and medium Dhaka companies are structured with the founders serving as both directors and shareholders.
• There is no nationality or residency restriction on directors or shareholders, making the structure equally usable for fully local, fully foreign, or joint-venture ownership.
• Every director must consent in writing to act as director, recorded through Form IX (Consent of Director) filed with RJSC.

Authorised and Paid-Up Capital

Authorised capital is the maximum value of share capital a company is permitted to issue, as stated in the Memorandum of Association, while paid-up capital is the portion of that authorised capital actually subscribed and paid in by shareholders at incorporation. There is no statutory minimum paid-up capital requirement for a locally-owned private limited company in Bangladesh — in principle, paid-up capital can be set as low as a nominal value per share — though in practice, most founders set a reasonable starting figure, commonly in the range of BDT 50,000 to BDT 100,000, sufficient to cover early operating costs and satisfy bank account opening requirements. Foreign-invested companies typically require a more substantial paid-up capital figure to support work permit applications and to demonstrate genuine investment intent, and the appropriate figure should be confirmed with a qualified adviser based on the specific sector and visa/BIDA requirements involved.

It is important to note that the amount of authorised capital chosen directly affects the government registration fee and stamp duty payable to RJSC, since both are calculated on a sliding scale tied to authorised capital. Setting an unnecessarily high authorised capital figure at the outset can therefore increase the upfront cost of incorporation without a corresponding business benefit, which is why Aeenx always reviews the proposed capital structure against both the founders' business plan and the resulting RJSC fee implications before filing.

RJSC's registration system is mostly digitised, with applications, payments, and document uploads completed through the online portal at roc.gov.bd. The process follows a fixed sequence, and skipping or rushing any step is the most common cause of delay.

1. Name Clearance: Submit a proposed company name (with backup alternatives) through the RJSC online portal. Name clearance is typically completed within one business day, and once approved, the name is reserved for 30 days, extendable on request. Restricted words and names resembling existing registered companies are not permitted.
2. Draft the Memorandum of Association (MoA) and Articles of Association (AoA): The MoA defines the company's objects, registered office, and authorised capital, and is generally drafted concisely (commonly within around seven clauses); the AoA sets out internal governance rules such as board procedures and share transfer restrictions. Both documents are stamped and signed by the subscribers.
3. Open a Temporary Bank Account: Directors open a temporary account in the proposed company's name at a scheduled bank, into which shareholders deposit their paid-up capital share. For local shareholders, a simple bank certificate confirming the deposit usually suffices; for foreign shareholders, the bank issues an Encashment Certificate confirming that the capital was received from abroad through proper banking channels, typically within about three working days.
4. Prepare and Upload Statutory Forms: Form IX (Consent of Director), Form XII (Particulars of Directors and Managers), the subscriber sheet, and the signed MoA/AoA are uploaded to the RJSC portal, along with NID or passport copies of all directors and shareholders and proof of the registered office address.
5. Pay Government Fees and Stamp Duty: The registration fee, document filing fee, and stamp duty — calculated according to the company's authorised capital — are paid online through the RJSC fee payment system before the application is finally submitted for review.
6. RJSC Verification and Issuance of Certificate: Upon successful verification of all submitted documents, RJSC issues the Certificate of Incorporation, confirming the company's legal existence under Section 29 of the Companies Act, 1994.
7. Post-Incorporation Registrations: With the Certificate of Incorporation in hand, the company proceeds to obtain its Tax Identification Number (TIN) Certificate from the NBR, register for VAT where applicable, regularise its bank account from temporary to permanent status, and apply for a Trade License from the relevant Dhaka City Corporation.

Engaging a company registration legal service in Dhaka to manage this sequence reduces the risk of the documentation errors that most commonly slow the process down, and ensures each step is completed in the correct order the first time.

A complete and internally consistent document set is the single biggest factor in whether an RJSC application proceeds smoothly or is queried. The following are the documents typically required to register a private limited company in Dhaka.

For All Directors and Shareholders

• National Identity Card (NID) for Bangladeshi nationals, or passport copy for foreign nationals
• Tax Identification Number (TIN), if already held
• Recent passport-size photographs
• Contact details and present/permanent address

Constitutional and Statutory Documents

• Memorandum of Association (MoA), drafted and stamped according to the company's authorised capital
• Articles of Association (AoA), drafted and stamped, setting out internal governance rules
• Form IX — Consent of Director, signed by each director
• Form XII — Particulars of Directors, Manager, and Managing Agents
• Subscriber sheet detailing each shareholder's name, address, and number of shares subscribed

Financial and Address Documentation

• Bank certificate (for local shareholders) or Encashment Certificate (for foreign shareholders) confirming the paid-up capital has been deposited
• Proof of registered office address in Dhaka — rental/lease agreement or ownership document, plus a recent utility bill

RJSC generally does not require notarisation of these documents, and all submissions must be prepared in English. Aeenx prepares a single consolidated document checklist for every client at the start of the engagement so that all required papers are gathered once, correctly formatted, before the application is filed — avoiding the back-and-forth that commonly delays self-filed applications.

The cost of registering a private limited company in Bangladesh is made up of government fees — which scale with the company's authorised capital — plus optional professional fees for legal drafting and filing support. There is no flat national fee, because RJSC's registration fee, filing fee, and stamp duty are all calculated on a progressive scale tied to authorised capital, as established under the Companies (Amendment) Act, 2018 fee provisions.

Cost Component	What It Covers	Approximate Basis
Name clearance fee	Reserving the approved company name for 30 days	Modest fixed fee, paid online at application
RJSC registration & filing fee	Filing the MoA, AoA, and statutory forms (e.g. BDT 200 per document for forms such as Form IX and Form XII)	Scales with the number of documents filed and the authorised capital tier
Stamp duty on MoA & AoA	Mandatory stamping of constitutional documents under the Stamp Act, 1899	Calculated as a percentage tied to authorised capital — higher capital means higher stamp duty
Certificate of Incorporation fee	Issuance of the official Certificate of Incorporation	Fixed government charge, payable at the time of certificate issuance
Professional/legal fees	Drafting MoA/AoA, document preparation, and end-to-end RJSC filing management	Varies based on company complexity and scope of work

Because the precise government fee depends on the authorised capital figure chosen and on the specific number of forms filed, the only reliable way to know the exact total cost for a given company is to run the proposed capital structure through RJSC's official fee calculator or to have a qualified adviser calculate it directly. As a general guide, companies registering with a modest authorised capital incur correspondingly modest government charges, while companies that set a significantly higher authorised capital — for example, in the range of several million BDT — will see registration and stamp duty fees rise proportionately. Aeenx provides clients with a transparent, itemised cost breakdown — government fees and professional fees shown separately — before any payment is made, so founders in Dhaka can budget accurately from the outset. For an exact quote based on your specific capital structure, contact Aeenx directly, as published estimates can change with government fee revisions.

For a straightforward local private limited company with complete documentation, RJSC generally issues the Certificate of Incorporation within roughly 6 to 10 working days of full submission, while the overall process — from name clearance through to receiving the certificate — typically spans 2 to 3 weeks once preparation, drafting, and capital deposit steps are included. More complex applications, particularly those involving foreign shareholders, BIDA coordination, or sector-specific approvals, commonly take longer, with industry guidance citing a realistic range of 20 to 30 working days for such cases, factoring in encashment certificate processing and additional regulatory checks.

Stage	Typical Duration
Name clearance	1 business day (name reserved for 30 days)
MoA/AoA drafting and stamping	2–5 working days, depending on complexity
Temporary bank account & capital deposit	1–3 working days; Encashment Certificate for foreign capital may take about 3 working days
RJSC review and Certificate of Incorporation	6–10 working days after complete submission
Post-incorporation: TIN, VAT, Trade License	An additional 5–15 working days

Delays most often arise from documentation errors, mismatched information across forms, or a high volume of pending applications at the RJSC office handling the file. Engaging an experienced filing team to prepare a complete, error-free application package the first time is the most effective way to keep the registration on the faster end of this range.

Registering specifically as a private limited company is not the only lawful way to operate a business in Bangladesh — sole proprietorships and partnership firms can be registered through simpler, separate procedures that do not involve RJSC company incorporation in the same way. However, any founder who wants the benefits of limited liability, the ability to raise equity investment, perpetual succession independent of the founders, and the credibility that comes with a formal corporate structure must register specifically as a company under the Companies Act, 1994 — and once that choice is made, completing RJSC registration is a strict legal prerequisite, not an optional formality.

Structure	Liability Protection	Registering Authority	Typical Use Case
Sole Proprietorship	None — owner personally liable	City Corporation (Trade License only)	Single-owner small business, freelancers
Partnership Firm	None — partners personally liable	Registrar of Firms (optional registration)	Two or more co-founders sharing liability
Private Limited Company	Limited to share capital invested	RJSC, under the Companies Act, 1994	Startups, growth-stage businesses, foreign investment

Most banks, larger corporate clients, and government tender processes in Bangladesh require a private limited company structure before they will enter into significant contracts, extend business loans, or process certain payments — meaning that even where the law does not strictly compel a founder to incorporate, commercial reality often does. For any business intending to scale, seek outside investment, or work with corporate and government clients in Dhaka, private limited registration should be treated as a practical necessity rather than a discretionary step.

Receiving the Certificate of Incorporation is the beginning of a company's compliance obligations, not the end. A newly registered private limited company in Dhaka must complete several additional registrations and observe ongoing statutory requirements to remain in good legal standing.

Immediate Post-Incorporation Steps

• Tax Identification Number (TIN) Certificate: Mandatory registration with the National Board of Revenue (NBR) under the Income Tax Act, 2023, required before the company can open a permanent bank account, sign most commercial contracts, or pay taxes.
• VAT Registration: Required under the VAT and Supplementary Duty Act, 2012 once the company's turnover exceeds the prescribed registration threshold, or sooner if the company wishes to issue VAT-compliant invoices to corporate clients.
• Trade License: Issued by Dhaka North or Dhaka South City Corporation depending on the location of the registered office, and required before the company can lawfully commence business activity within Dhaka's jurisdiction.
• Bank Account Regularisation: The temporary pre-incorporation bank account must be converted into a permanent company account once the Certificate of Incorporation, TIN Certificate, and Trade License are all in hand.

Ongoing Annual Compliance

Under Section 36 of the Companies Act, 1994, every company having share capital must prepare an annual list of members and a summary, generally beginning within 18 months of incorporation, and must file annual returns with RJSC thereafter. Companies must also hold an Annual General Meeting (AGM) as required under Section 181, maintain updated records of any change in directors or registered office, and file audited financial statements where applicable. Failure to keep RJSC records updated can result in penalties, complications in proving ownership or management structure, and difficulties during banking, investment, or due diligence processes. Aeenx offers ongoing RJSC compliance support so that newly registered companies in Dhaka never fall behind on these statutory obligations.

Yes. Bangladesh permits up to 100% foreign equity ownership in most business sectors, allowing a foreign individual or foreign company to be the sole shareholder of a private limited company registered in Dhaka, without requiring a local joint-venture partner. A small number of sectors are subject to investment restrictions or require prior government approval, including certain reserved industries and a limited list of sectors closed to private investment entirely, so it is important to confirm the sector-specific position before structuring a wholly foreign-owned entity.

Capital Remittance and BIDA Registration

Foreign shareholders must remit their paid-up capital contribution into the company's bank account in Bangladesh through official banking channels, after which the bank issues an Encashment Certificate confirming receipt of the foreign currency and its conversion into Bangladeshi Taka. There is generally no tax on inbound equity capital, and investors may bring in as much equity as the business genuinely requires. Registration with the Bangladesh Investment Development Authority (BIDA) is mandatory for manufacturing projects and optional, though commonly advisable, for service-sector companies with foreign shareholding, since BIDA registration also facilitates the issuance of work permits for foreign directors and employees.

Work Permits and Employment Ratios

Foreign-invested companies operating industrial projects are generally expected to observe an employment ratio of around 20 local employees to 1 expatriate employee, while commercial (non-industrial) projects are typically held to a ratio closer to 5 local employees to 1 expatriate employee, with work permits issued through BIDA in coordination with the relevant immigration authorities. Foreign investors are also entitled to purchase land and property in the name of their registered Bangladeshi company. Given the additional regulatory layers involved, foreign founders are strongly advised to engage a company and foreign investment legal adviser in Dhaka before initiating registration, to sequence the RJSC and BIDA processes correctly from the outset.

Choosing private limited status over an unregistered or informal business arrangement delivers several concrete, practical advantages for founders operating in Dhaka's commercial environment.

• Limited Liability: Shareholders' financial risk is restricted to the unpaid value of their shares, meaning personal assets such as a founder's home or savings remain protected from the company's business debts and liabilities.
• Separate Legal Identity: The company is legally distinct from its owners, allowing it to own property, hold bank accounts, and incur debts in its own corporate name rather than the founders' personal names.
• Easier Access to Funding: Raising capital through equity investment or institutional bank loans is significantly easier for a registered company than for a sole proprietorship, since investors and lenders can take a defined, transferable share in the business.
• Enhanced Credibility: A registered company structure increases trust with international suppliers, corporate clients, and government tender processes, many of which will not contract with an unregistered business.
• Perpetual Succession: The company continues to exist as a legal entity even if ownership changes hands or a shareholder passes away, providing continuity that sole proprietorships and informal partnerships cannot offer.
• Defined Tax Treatment: Corporate tax rates and allowable business deductions applicable to registered companies provide more predictable and, in many cases, more favourable tax planning options than informal business income reporting.

As Wikipedia's overview of limited liability explains, this legal principle — under which an owner's exposure to a business's debts is capped at the amount they have invested — is one of the central reasons the corporate form has become the dominant structure for business worldwide, and Bangladesh's private limited company regime applies this same principle directly through the Companies Act, 1994.

Most delays in Dhaka company registration stem from a small, recurring set of avoidable mistakes. Knowing them in advance is the simplest way to register quickly and correctly the first time.

• Choosing a name too similar to an existing company or one that includes restricted words (such as "Bank", "National", or "Bangladesh") without obtaining the necessary regulatory clearance first.
• Drafting an overly vague or overly narrow object clause in the Memorandum of Association, which can either fail RJSC scrutiny or unnecessarily restrict the company's permitted future business activities.
• Mismatched details across documents — for example, a director's name, address, or NID number that differs slightly between the MoA, AoA, and Form IX or Form XII.
• Insufficient or incorrect stamp duty on the MoA and AoA, calculated against the wrong authorised capital figure.
• Delaying the bank capital deposit until after other documents are prepared, rather than running it in parallel, which can add unnecessary days to the overall timeline.
• Treating BIDA registration as an afterthought for foreign-invested companies, rather than sequencing it alongside the RJSC filing from the start.
• Underestimating post-incorporation obligations — such as TIN registration, VAT registration, and the Dhaka City Corporation Trade License — and assuming the Certificate of Incorporation alone is sufficient to begin trading.

Each of these mistakes is entirely preventable with careful preparation and professional guidance, which is why founders who engage a dedicated company registration legal service from the outset typically complete the process in a single, clean submission cycle.

Aeenx provides a complete, end-to-end private limited company registration service for entrepreneurs, startups, and foreign investors registering in Dhaka. Rather than treating incorporation as a paperwork exercise, our legal team structures the company correctly from the very first conversation — choosing the right capital structure, drafting precise constitutional documents, and sequencing every regulatory step to avoid the common causes of delay described throughout this guide.

Our Private Limited Registration Services Include

• Initial consultation on company structure, director/shareholder arrangement, and authorised capital planning tailored to your business plan.
• RJSC name clearance, including a prior availability search to minimise the risk of name rejection.
• Drafting of the Memorandum of Association and Articles of Association to the highest standard of legal precision, fully compliant with Sections 11 and 22 of the Companies Act, 1994.
• Preparation and filing of Form IX, Form X, Form XII, and the subscriber sheet, with full cross-document consistency checks.
• Coordination of the temporary bank account, capital deposit, and Encashment Certificate process for both local and foreign shareholders.
• Calculation and arrangement of correct government registration fees and stamp duty based on the chosen authorised capital.
• BIDA registration and foreign investment structuring for foreign-owned or joint-venture companies.
• Post-incorporation services: TIN Certificate registration, VAT registration, and Dhaka City Corporation Trade License acquisition.
• Ongoing RJSC annual compliance support, including annual return filing and AGM documentation.

Our team has guided entrepreneurs across Dhaka, the wider Bangladeshi diaspora, and foreign investors through fast, fully compliant incorporations. To get started with your private limited company registration in Dhaka, contact Aeenx for a tailored consultation, or book a session directly with our legal team.

Registering a private limited company in Dhaka quickly and correctly requires precise legal drafting, careful capital structuring, and a clear understanding of RJSC's procedural requirements at every stage. Whether you are a first-time entrepreneur, an established business formalising its structure, or a foreign investor entering the Bangladeshi market, the guidance of an experienced company registration legal service in Dhaka is the most reliable way to move from idea to a fully incorporated, fully compliant company.

Aeenx provides comprehensive legal services to entrepreneurs, SMEs, corporations, and foreign investors across the full spectrum of company formation, RJSC compliance, BIDA registration, and post-incorporation tax and licensing matters in Bangladesh. Our team combines deep expertise in company law, foreign investment regulation, and tax law to deliver fast, practical, and reliable solutions tailored to each client's circumstances, serving clients across Dhaka and throughout Bangladesh, as well as diaspora and foreign investors remotely.

Key Government Authorities Referenced in This Guide

• Registrar of Joint Stock Companies and Firms (RJSC): The sole authority for company name clearance and incorporation under the Companies Act, 1994, under the Ministry of Commerce.
• Bangladesh Investment Development Authority (BIDA): Registers and facilitates foreign and joint-venture investment under the BIDA Act, 2016.
• National Board of Revenue (NBR): Issues the Tax Identification Number (TIN) Certificate and administers VAT registration once incorporation is complete.
• Dhaka North/South City Corporation: Issues the Trade License required to lawfully commence business operations within Dhaka.

Useful Reference Materials

• Private Limited Company — Wikipedia
• Companies Act — Wikipedia
• Memorandum of Association — Wikipedia
• Articles of Association — Wikipedia
• Limited Liability — Wikipedia
• Incorporation (Business) — Wikipedia
• Foreign Direct Investment — Wikipedia
• Dhaka — Wikipedia