Register Private Limited Company in Dhaka, Bangladesh

Registering a private limited company in Dhaka is the most strategically sound and legally secure way to establish a business presence in Bangladesh. A private limited company is a distinct legal entity — entirely separate from the individuals who own it — meaning it can hold property, enter into contracts, open bank accounts, sue and be sued, and continue to exist regardless of changes in ownership or management. For entrepreneurs, startups, small and medium enterprises, and international investors alike, the private limited company structure under the Companies Act, 1994 remains the most widely adopted and investor-preferred business form in the country.

The appeal of this structure lies in a powerful combination of attributes: shareholders enjoy limited liability, meaning their personal assets are fully protected from business debts and obligations beyond the value of their subscribed shares; the company can raise equity capital with relative ease; it commands far greater credibility with banks, suppliers, corporate clients, and government procurement bodies than unregistered or sole trader entities; and it provides a clear, legally enforceable governance framework through its constitutional documents. As Wikipedia's overview of private limited companies confirms, this corporate form is the bedrock of commercial activity across common law jurisdictions worldwide, offering the dual advantages of limited liability and operational flexibility that neither sole proprietorships nor partnerships can match.

In Bangladesh, company registration is administered exclusively by the Registrar of Joint Stock Companies and Firms (RJSC), which operates under the Ministry of Commerce. Since the RJSC launched its online portal, the incorporation process has been substantially digitised — name clearance applications, document uploads, fee payments, and status tracking can all be handled electronically — making Dhaka one of the more accessible registration jurisdictions in South Asia for both resident and overseas founders. The physical submission of certain hard-copy documents remains required, but the overall system has been streamlined considerably over recent years.

This service guide comprehensively covers every dimension of the private limited company registration process in Dhaka and across Bangladesh — from the foundational legislative framework and pre-registration planning, through the step-by-step RJSC process, to post-incorporation compliance obligations including tax registration, trade licensing, annual returns, and corporate governance. Whether you are a Bangladeshi entrepreneur establishing your first company, a foreign investor entering the market, or an existing business seeking to convert to a limited liability structure, engaging a qualified company registration legal service in Dhaka is the most efficient way to navigate these requirements correctly from day one.

Bangladesh's corporate legal framework governing the formation and operation of private limited companies is anchored by a set of interconnected statutes and regulatory instruments. Understanding this legislative landscape is essential for founders who wish to structure their company correctly and remain compliant throughout its operational life.

Primary Legislation

• The Companies Act, 1994 (Act XVIII of 1994) — The foundational statute for all company formation, governance, and dissolution in Bangladesh. It defines the types of companies that may be formed, prescribes the contents of constitutional documents, governs the rights and obligations of shareholders and directors, mandates annual return filing and audit requirements, and provides for the winding up of companies. Section 2(q) of the Act formally defines a private company as one whose articles restrict share transfers, prohibit public subscription to shares or debentures, and cap membership at fifty persons. The Companies (Amendment) Act, 2020, introduced the One Person Company (OPC) as a new vehicle for solo entrepreneurs, but the two-shareholder private limited company remains the most prevalent structure. As Wikipedia notes on company law statutes, such foundational legislation defines the entire lifecycle of incorporated entities from birth to dissolution.
• The Stamp Act, 1899 — Governs the stamp duty payable on the Memorandum of Association and Articles of Association at the time of incorporation. Stamp duty is calculated based on the authorised share capital declared in the MoA.
• The Income Tax Act, 2023 — The current primary tax legislation, replacing the earlier Income Tax Ordinance 1984, which determines corporate income tax rates, filing obligations, and available deductions for private limited companies in Bangladesh.
• The VAT and Supplementary Duty Act, 2012 — Governs Value Added Tax registration, filing, and compliance for companies engaging in taxable supply of goods and services.
• The Foreign Private Investment (Promotion and Protection) Act, 1980 — Provides protections and guarantees to foreign investors incorporating companies in Bangladesh, including protection against nationalisation and the right to repatriate profits and capital.
• The Bangladesh Investment Development Authority (BIDA) Act, 2016 — Governs the registration and facilitation of foreign-invested companies, including the approval of work permits for foreign employees and the provision of one-stop investment services.
• The Foreign Exchange Regulation Act, 1947 — Regulates all cross-border capital flows, including the remittance of equity by foreign shareholders into a Bangladesh company's bank account prior to RJSC registration.
• The Labour Act, 2006 — Governs employment relationships, worker welfare obligations, and compliance requirements that arise once a company hires employees.

The RJSC, operating under the Ministry of Commerce, is the sole regulatory authority with jurisdiction over company registration and ongoing statutory filings in Bangladesh. Its online corporate registry portal (roc.gov.bd / app.roc.gov.bd) is the primary interface for all name clearance applications, document submissions, fee payments, and status tracking. For guidance on building a compliant company from the ground up, engaging a qualified company registration legal service in Dhaka ensures that every legislative requirement is correctly addressed.

The decision to register a private limited company rather than operate as a sole proprietor, partnership, or unregistered entity carries profound practical, legal, and financial advantages. For any serious commercial undertaking in Dhaka — whether a technology startup, a trading house, a manufacturing concern, a consultancy, or a service business — the private limited company structure is not merely preferable but, in many contexts, functionally essential.

Limited Liability Protection

The defining advantage of a private limited company is the separation of the company's legal identity from its owners. As Wikipedia's article on limited liability explains, shareholders of a company limited by shares are only liable for the company's debts up to the amount of any unpaid portion of their subscribed shares. A shareholder who has paid in full for their shares bears no further personal liability, regardless of the magnitude of the company's obligations. This legal protection — the corporate veil — shields personal assets from business risk in a way that is simply unavailable to sole proprietors and partners.

Separate Legal Personality

A private limited company is a legal person in its own right. It can hold property in its own name, enter into contracts, open and operate bank accounts, employ staff, sue and be sued, and conduct all commercial activities independently of the identity of its shareholders or directors. This perpetual legal existence means the company continues uninterrupted even if shareholders change, directors resign, or founding members pass away — ensuring business continuity that no unincorporated structure can offer.

Access to Finance and Banking

Banks and financial institutions in Bangladesh are far more willing to extend credit facilities, overdraft lines, and project financing to registered private limited companies than to unregistered entities. Incorporation creates a documented credit history, provides verifiable ownership and governance information, and enables the company to offer company assets as security for loans — possibilities that do not exist for sole proprietors.

Credibility and Market Access

In Dhaka's competitive commercial environment, the "Limited" designation carries significant weight. Government procurement rules, corporate supply chain requirements, and international trade contracts routinely restrict participation to formally registered companies. Registration with the RJSC is also the gateway to obtaining Import and Export Registration Certificates (IRC/ERC), participating in tenders, and building relationships with multinational partners and institutional buyers.

Tax Efficiency

Private limited companies in Bangladesh enjoy defined corporate income tax rates, which in many scenarios are more predictable and better structured than the personal income tax obligations that fall on sole proprietors and partnership income. The company tax system also permits a range of deductible business expenses and — for certain eligible sectors — preferential rates or tax holidays, particularly in Export Processing Zones (EPZs) and Special Economic Zones (SEZs).

For entrepreneurs evaluating their options, a conversation with a qualified company registration adviser in Dhaka at the outset will clarify which structure best serves their specific business model, capital requirements, and long-term growth ambitions.

Under the Companies Act, 1994, any person above the age of eighteen — whether a Bangladeshi national or a foreign individual — is eligible to form and register a private limited company in Bangladesh. Corporate entities, including other companies and trusts, may also subscribe as shareholders. The following structural requirements must be satisfied before the registration process can commence.

Shareholders

A private limited company must have a minimum of two shareholders and a maximum of fifty. The two-shareholder minimum is a statutory floor — no company can be incorporated with a single shareholder under the standard private limited company structure, though the One Person Company route introduced by the 2020 amendment to the Companies Act is available to qualifying sole entrepreneurs. Shareholders may be natural persons or legal entities such as other companies. There is no requirement for any shareholder to be a Bangladeshi national, and 100% foreign ownership is permissible in the vast majority of commercial sectors without requiring a local joint venture partner.

Directors

A private limited company must have at least two directors and no fewer. Directors must be natural persons — corporate entities cannot serve as directors. There is no statutory requirement for directors to be resident in Bangladesh, meaning both resident and non-resident individuals (including foreign nationals) are eligible to serve on the board. Each director must provide a personal Tax Identification Number (TIN) as part of the RJSC registration documentation. A director may simultaneously be a shareholder, or the roles may be held by entirely different individuals according to the company's preference.

Registered Office

Every private limited company must have and maintain a registered office address within Bangladesh. This address — which must be a verifiable, physical commercial or office premises — is used for all official correspondence from the RJSC, the National Board of Revenue, and other regulatory authorities. A rental agreement, utility bill, or property ownership document in respect of the premises serves as the proof of registered address required by the RJSC.

Authorised and Paid-Up Capital

Bangladesh imposes no statutory minimum authorised or paid-up capital on local private limited companies. Founders are free to choose any amount of authorised capital to declare in the Memorandum of Association, and the RJSC registration fee is calculated on a sliding scale based on this declared amount. In practice, most locally-owned companies start with authorised capital of BDT 1,00,000 or above, as this provides a practical baseline for banking and vendor relationships. For companies with foreign shareholders, there is no legal minimum either — however, if the company intends to sponsor foreign employee work permits through BIDA, a minimum paid-up investment of USD 50,000 is required; and for companies seeking investor visas, the threshold rises to USD 100,000. Foreign shareholders are required to remit their subscribed capital through official banking channels before the RJSC registration application is submitted. An experienced company registration legal service will advise on the optimal capital structure for your specific business objectives.

Name clearance is the mandatory first step in any private limited company registration in Bangladesh. The RJSC will not accept an incorporation application for a company whose name has not been formally cleared and reserved through the official process. This requirement exists to ensure that every registered company operates under a unique corporate identity that does not mislead the public, infringe on existing trademarks, or create confusion with names already on the RJSC register.

How to Apply for Name Clearance

The name clearance application is submitted online through the RJSC portal. Applicants are advised to propose up to three alternative names in order of preference, as this reduces the risk of delays caused by the rejection of a single proposed name. The application attracts a government fee of BDT 230 (inclusive of applicable VAT), payable through the online payment gateway integrated into the RJSC portal. The RJSC's review of the name clearance application is typically completed within one to two working days, following which the clearance certificate is emailed to the applicant. The name clearance certificate is valid for a period of thirty days from the date of issue, within which time the full RJSC incorporation application must be submitted. If the founders need additional time, the validity can be extended upon payment of the prescribed extension fee of BDT 100.

Naming Restrictions and Guidelines

The RJSC applies a set of substantive and procedural naming guidelines. A proposed company name must be unique and must not be identical or confusingly similar to the name of any company, firm, or other entity already registered with the RJSC. Names that carry a misleading implication of government ownership or official status — such as names containing words like "Bangladesh Government," "National," or "State" without prior approval — are restricted and will be rejected. Names incorporating offensive, vulgar, or culturally sensitive terms are also prohibited. Where a proposed name includes a regulated professional descriptor (such as "Bank," "Insurance," "Finance," or "Pharmaceuticals"), sector-specific regulatory approval may be required as a precondition to name clearance. Applicants are strongly advised to conduct a trademark availability search through the Department of Patents, Designs and Trade Marks (DPDT) before finalising their proposed name, to avoid future intellectual property disputes. Engaging a professional company registration service in Dhaka ensures that proposed names are thoroughly vetted before submission, minimising the risk of rejection.

The Memorandum of Association (MoA) and the Articles of Association (AoA) are the two constitutional documents of a private limited company in Bangladesh. These instruments, prescribed by Sections 11 and 22 of the Companies Act, 1994 respectively, together define the company's identity, purpose, ownership structure, and internal governance rules. They are scrutinised closely by the RJSC at the time of incorporation, and poorly drafted constitutional documents are one of the most frequent causes of application rejection, requisition notices, and — more damagingly — future legal disputes between shareholders and directors.

The Memorandum of Association (MoA)

The MoA is the company's external-facing constitutional document. It establishes the company's relationship with the outside world and defines the absolute outer limits of the company's permitted activities. A well-drafted MoA for a Bangladesh private limited company must contain the company's name, the statement that the company is a private company limited by shares, the registered office location (district level), the objects clause — a precise articulation of the primary and ancillary business activities the company is authorised to pursue — the capital clause specifying the authorised share capital, the individual shares' face value, and the liability clause confirming that members' liability is limited to the amount unpaid on their shares. The objects clause deserves particular care: activities not listed in the MoA are ultra vires (beyond the company's legal power), meaning contracts relating to such activities may be unenforceable. Founders planning future business expansion should ensure their MoA objects clause is drafted broadly enough to accommodate anticipated diversification.

The Articles of Association (AoA)

The AoA is the company's internal rulebook. It governs the relationships between shareholders, between shareholders and directors, and the internal management of the company. A thorough AoA covers the procedures for board and shareholder meetings, quorum requirements, voting rights, director appointment and removal procedures, the Managing Director's powers and authority, dividend declaration and distribution policies, procedures for share transfer and any pre-emption rights among existing shareholders, the company secretary's role, indemnity provisions for directors and officers, and the mechanism for winding up. Startups with investor aspirations should ensure their AoA is drafted to include modern investor-protection provisions such as anti-dilution clauses, vesting schedules, and veto rights, rather than relying on a generic template that fails to anticipate these commercial realities. Expert drafting of the MoA and AoA by a qualified corporate legal service in Dhaka is an investment that pays dividends throughout the company's operational life.

Stamp Duty on Constitutional Documents

The MoA and AoA must be executed on appropriately stamped non-judicial stamp paper prior to submission to the RJSC. Stamp duty is payable under the Stamp Act, 1899 on both documents, calculated in accordance with the authorised share capital declared in the MoA. Payment of the correct stamp duty is a mandatory precondition for registration — underpayment may render the documents inadmissible and delay incorporation.

Understanding the distinction between authorised capital and paid-up capital is fundamental to structuring a private limited company in Bangladesh. These two figures appear in the MoA and determine both the company's legal capacity to issue shares and the RJSC registration fees payable at incorporation.

Authorised Capital

Authorised capital is the maximum total value of shares that the company is legally permitted to issue to shareholders, as declared in the MoA. It represents the outer limit of the company's potential equity base. Bangladesh imposes no statutory minimum or maximum on authorised capital for domestic private limited companies, giving founders complete flexibility in setting this figure. The RJSC registration fees and stamp duties are calculated on a sliding scale based on the authorised capital — the higher the authorised capital, the higher the government fees. Companies should set authorised capital at a level that provides realistic headroom for future equity issuance without inflating registration costs unnecessarily.

Paid-Up Capital

Paid-up capital is the actual amount of money the company has received from shareholders in exchange for issued shares — the portion of authorised capital that has actually been subscribed and paid. A company is not required to issue its entire authorised capital at the time of registration; unissued shares remain available for future allotment. For local private limited companies with only Bangladeshi shareholders, there is no statutory minimum paid-up capital. Shareholders simply deposit their subscribed share amounts into a bank account in the company's name and provide the bank confirmation as part of the RJSC application package.

Bank Account for Foreign Shareholders

Where a company has one or more foreign shareholders, Bangladesh's Foreign Exchange Regulation Act, 1947, imposes specific requirements before the RJSC will accept the incorporation application. The foreign shareholders must open a temporary (non-operating) bank account in the proposed company's name with any scheduled commercial bank in Bangladesh. The foreign shareholder then remits their subscribed paid-up capital into this account from their overseas bank account via SWIFT international transfer, specifying the reason for remittance as "Equity Investment." Upon confirming receipt of the funds, the bank issues an Encashment Certificate — a critical document that must be submitted to the RJSC as proof of the foreign capital contribution. The remittance process typically takes 48 to 72 hours to complete, and obtaining the Encashment Certificate adds a further day or two. Foreign founders are therefore advised to initiate the bank account opening process immediately after receiving their name clearance, as this stage often determines the overall registration timeline. Specialist guidance from a company registration legal service in Dhaka experienced in foreign investment transactions is strongly recommended to navigate this process correctly and avoid banking compliance delays.

The RJSC registration of a private limited company in Bangladesh follows a structured, largely online sequence of steps. Since the transition to the digital portal, the process has become considerably more streamlined, and straightforward applications with complete documentation are typically processed and approved within three to seven working days of submission. The following is a precise, step-by-step account of the full incorporation process.

1. Name Clearance Application: Log in to the RJSC portal (app.roc.gov.bd), submit the name clearance application with up to three preferred names in order of priority, and pay the BDT 230 government fee online. Approval is typically received within one to two working days by email. The clearance certificate is valid for thirty days.
2. Drafting Constitutional Documents: Working from the approved name, prepare the Memorandum of Association (MoA) and Articles of Association (AoA). These must be carefully drafted to comply with the requirements of Sections 11 and 22 of the Companies Act, 1994, and should not rely on generic boilerplate templates that fail to capture the specific commercial intentions of the founders.
3. Affixing Stamps and Obtaining Signatures: Print the MoA and AoA on appropriately stamped non-judicial stamp paper. All subscribers (shareholders) must sign the subscriber pages of both documents in the presence of a witness, who also signs and provides their full particulars. Signed and scanned PDF copies of these documents are required for online upload to the RJSC portal.
4. Preparing Statutory Forms: Complete Form IX (the statutory declaration of consent by each director to act in their capacity) and the Subscriber Sheet (listing each shareholder's particulars, including name, address, NID or passport number, TIN, number of shares subscribed, and amount paid). These must be signed and scanned as PDFs.
5. Bank Account and Encashment Certificate (Foreign Shareholders Only): Where any shareholder is a foreign national or foreign entity, open a temporary bank account in the proposed company's name with a scheduled bank in Bangladesh, remit the subscribed capital by SWIFT transfer, and obtain the Encashment Certificate from the bank. This step does not apply to wholly Bangladeshi-owned companies.
6. Online Application Submission: Log into the RJSC portal and upload all required documents — scanned MoA, AoA, Form IX for each director, the Subscriber Sheet, National Identity Card copies (or passport copies for foreign nationals), personal TIN certificates of all directors, proof of registered office address, and the Encashment Certificate where applicable. Pay the applicable RJSC registration fee and stamp duty through the online payment gateway.
7. RJSC Review and Requisitions: The RJSC's designated officer reviews the submitted application and documents for compliance with the Companies Act, 1994. If any deficiency or inconsistency is identified — even a minor spelling discrepancy between documents — a requisition notice will be issued requiring correction before processing can continue. Responding promptly and accurately to requisition notices is essential to avoid undue delay.
8. Issuance of Certificate of Incorporation: Once the RJSC is satisfied that all requirements have been met, the Registrar issues the Certificate of Incorporation under Section 29 of the Companies Act, 1994. This certificate constitutes conclusive statutory evidence that the company is duly incorporated and legally exists as a registered body corporate from the date specified in the certificate. Along with the Certificate of Incorporation, the RJSC returns the certified copies of the registered MoA, AoA, and Form XII (the official list of directors).

From the date the Certificate of Incorporation is issued, the company acquires full legal personality and is authorised to commence its corporate existence — opening commercial bank accounts, entering into contracts, and taking all steps necessary to begin its commercial operations, subject to obtaining any sector-specific licences required for the company's business activities. A professional company registration service in Dhaka manages this entire process end-to-end, dramatically reducing the risk of rejection due to documentation errors.

Assembling a complete and accurate documentation package before uploading to the RJSC portal is one of the most impactful steps founders can take to ensure a smooth and timely registration. The most frequent cause of RJSC requisition notices and application delays is data inconsistency — minor discrepancies in names, identification numbers, or addresses between different documents. Every document must reflect identical information throughout the package.

For All Private Limited Companies (Local and Foreign)

• Name Clearance Certificate: Issued by the RJSC, valid for thirty days from the date of issue.
• Memorandum of Association (MoA): Signed by all subscribers on stamped paper; scanned PDF required for portal upload.
• Articles of Association (AoA): Signed by all subscribers on stamped paper; scanned PDF required for portal upload.
• Form IX (Director Consent): Signed separately by each director, confirming consent to act in that capacity. Includes the director's full name, address, NID or passport number, and TIN.
• Subscriber Sheet: Details of all shareholders, including name, address, NID or passport number, TIN, number of shares subscribed, and the amount of capital paid per subscriber.
• National Identity Card (NID) Copies: For all Bangladeshi directors and shareholders. The NID number must be consistent across all submitted documents.
• Personal e-TIN Certificates: For all directors. Directors must obtain an individual electronic Tax Identification Number from the NBR if they do not already possess one.
• Proof of Registered Office Address: A rental agreement (lease deed), utility bill, or property ownership document confirming the company's registered premises within Bangladesh.
• Payment Receipts: Proof of payment of RJSC registration fees and applicable stamp duties through the RJSC online payment system.

Additional Documents for Foreign Shareholders and Directors

• Passport Copies: Valid passport copies for all foreign national directors and shareholders, in lieu of NID copies.
• Encashment Certificate: Issued by the scheduled bank in Bangladesh confirming receipt of the foreign shareholders' equity remittance via SWIFT transfer, specifying the amount received and the purpose as "Equity Investment."
• Board Resolution (for Corporate Shareholders): Where a foreign corporate entity is subscribing as a shareholder, a certified copy of the parent company's board resolution authorising the investment and specifying the authorised signatory is required.
• Apostilled or Notarised Documents: Foreign corporate documents may require apostille certification or notarisation depending on the country of origin, to satisfy the RJSC's authenticity requirements.

Engaging a qualified company registration legal service in Dhaka to compile, verify, and coordinate all documentation dramatically reduces the risk of requisition notices and unnecessary delays in obtaining the Certificate of Incorporation.

Receiving the Certificate of Incorporation marks the beginning — not the end — of the company's regulatory journey. Before commencing actual business operations, a newly incorporated private limited company in Dhaka must complete a series of post-incorporation registrations and compliance steps. Failure to complete these steps can result in inability to open bank accounts, penalties from the revenue authorities, and ineligibility for government contracts and tenders.

Corporate e-TIN Registration

Every company in Bangladesh must obtain a corporate Tax Identification Number (e-TIN) from the National Board of Revenue (NBR) as the first post-incorporation step. The e-TIN is the company's unique identifier within the tax system and is required for opening a commercial bank account, for VAT registration, for import and export registration, and for filing annual income tax returns. The e-TIN registration is completed online through the NBR's tax portal and can be completed within a few hours of receiving the Certificate of Incorporation.

Trade License

Any company conducting commercial activities in Dhaka must obtain a Trade License from the relevant local government authority — the Dhaka North City Corporation (DNCC) or Dhaka South City Corporation (DSCC), depending on the location of the registered office. The Trade License confirms that the company is authorised to conduct the specified business activities at its registered address. Required documents include the Certificate of Incorporation, the e-TIN certificate, MoA and AoA, the rental agreement for the office premises, and identification documents for the directors. Trade Licenses must be renewed annually, typically between January and March each year.

Commercial Bank Account

Following incorporation and TIN registration, the company must open a fully operational commercial current account with a scheduled bank in Bangladesh. The bank will require the Certificate of Incorporation, MoA and AoA, Form XII (list of directors), e-TIN certificate, Trade License, and KYC (Know Your Customer) documentation for all directors and authorised signatories. For companies with foreign shareholders, this stage also involves regularising the temporary bank account opened for the equity remittance, and reporting the share issuance to Bangladesh Bank as required under the Foreign Exchange Regulation Act, 1947.

VAT Registration (BIN)

VAT registration — and the associated issuance of a Business Identification Number (BIN) — is mandatory for all private limited companies under General Order 17 of the VAT and Supplementary Duty Act, 2012, regardless of turnover. Additionally, companies whose annual turnover exceeds BDT 30 lakh are required to register for VAT at the standard rate of 15%, while those between BDT 30 lakh and BDT 80 lakh may register for Turnover Tax at 4%. The BIN is essential for invoicing business clients, participating in government tenders, importing goods through customs, and many banking transactions. VAT registration is completed through the NBR's online VAT portal (vat.gov.bd).

Ongoing Annual Compliance

Private limited companies registered with the RJSC are subject to the following recurring compliance obligations under the Companies Act, 1994. The company must hold its first Annual General Meeting (AGM) within eighteen months of incorporation and thereafter at intervals not exceeding fifteen months between consecutive AGMs. The Annual Return must be filed with the RJSC within twenty-one days of the AGM, accompanied by the Schedule X (summary of share capital and list of members and directors). The company must maintain statutory registers including the register of members, register of directors, register of charges, and minutes books for all board and shareholder meetings. Annual income tax returns must be filed with the NBR by November 30 of each tax year. The Trade License must be renewed annually. Any changes in directors, share capital, registered office, or other statutory particulars must be notified to the RJSC through the filing of the relevant statutory forms within the prescribed timeframes. For comprehensive ongoing compliance management, engaging a qualified corporate legal and compliance service in Dhaka is highly recommended.

Bangladesh maintains a highly open foreign direct investment (FDI) policy for private limited company formation. As Wikipedia's overview of foreign direct investment confirms, ease of company formation and legal protections for foreign investors are among the most critical factors in attracting FDI. Bangladesh's legislative framework — anchored by the Foreign Private Investment (Promotion and Protection) Act, 1980 — extends strong guarantees to foreign investors, including protection against expropriation, the right to repatriate profits, dividends, and capital in foreign currency, and access to international arbitration for investment disputes.

100% Foreign Ownership

Bangladesh permits 100% foreign ownership of private limited companies in almost all commercial and industrial sectors, without any requirement for a local joint venture partner or resident director. The sectors where foreign ownership is restricted or prohibited are narrow and specifically defined — they include arms and ammunition manufacturing, forestry in reserved areas, nuclear energy generation, and security printing — and represent a very small proportion of the overall economy. In all other sectors, foreign nationals and foreign corporate entities may fully own and control a private limited company in Bangladesh without restriction.

BIDA Registration

The Bangladesh Investment Development Authority (BIDA) serves as the primary one-stop facilitation agency for foreign investors. While BIDA registration is not a precondition for RJSC incorporation in all cases, it is mandatory for manufacturing-sector companies and provides significant practical benefits for all foreign-invested entities — including assistance with work permits for foreign employees, facilitation of import licences, and access to investor incentives. Where a company with foreign shareholders wishes to employ foreign nationals, BIDA approval and the relevant work permits must be obtained, with the applicable thresholds being one foreign employee per five local employees for commercial projects and one per twenty for industrial projects (at minimum). Foreign-invested companies must also report their share issuance to Bangladesh Bank within thirty days of incorporation, pursuant to Section 18B of the Foreign Exchange Regulation Act, 1947. Our team at Aeenx provides end-to-end support for foreign investors — from initial structuring and RJSC incorporation through BIDA registration, Bangladesh Bank reporting, and ongoing compliance.

The tax obligations of a private limited company in Bangladesh are governed by the Income Tax Act, 2023 (which replaced the Income Tax Ordinance, 1984) and the VAT and Supplementary Duty Act, 2012. Understanding the corporate tax framework is essential for financial planning, cash flow management, and structuring equity and dividend arrangements for the benefit of shareholders. As Wikipedia's overview of corporate tax explains, corporate income tax is levied on the company's net profits, with rates and applicable deductions varying by jurisdiction, sector, and business structure.

Corporate Income Tax Rates

For the tax year commencing 2025-26, the standard corporate income tax rate for non-listed private limited companies in Bangladesh is 27.5%. Companies that are listed on a stock exchange attract a reduced rate of 22.5%, reflecting the government's policy of incentivising public market participation. Companies operating in the ready-made garment (RMG) and export-oriented sector enjoy sector-specific concessional rates. Manufacturing companies operating within Export Processing Zones (EPZs) or Special Economic Zones (SEZs) may be eligible for tax holidays ranging from five to ten years under applicable investment incentive regulations, a significant advantage for manufacturing-sector foreign investors.

Annual Tax Filing

Every private limited company must file an annual corporate income tax return with the NBR. The tax return must be submitted by November 30 of each tax year (the tax year in Bangladesh runs from July 1 to June 30). The return must be accompanied by audited financial statements prepared by a registered chartered accountant firm, a computation of taxable income, and payment of any balance of tax due after accounting for advance tax instalments already paid during the year. Companies that fail to file on time or pay tax by the deadline are subject to penalty tax and interest charges on the outstanding amount.

VAT and Withholding Tax

In addition to income tax, private limited companies in Bangladesh are subject to VAT obligations on their supply of taxable goods and services, at the standard rate of 15% (or applicable sector-specific rates). VAT returns must be filed monthly with the relevant VAT circle of the NBR. Companies also act as withholding agents — they are required to deduct tax at source on certain payments such as contractor and service fees, rent, and salaries, and to remit these deductions to the government's treasury within the prescribed period. For comprehensive advice on structuring the company's tax affairs efficiently from the outset, engaging a qualified corporate tax and legal advisory service in Dhaka is strongly recommended.

The governance of a private limited company in Bangladesh operates through a two-tier principal structure: the Board of Directors, which is responsible for managing the company's affairs and making executive decisions; and the General Meeting of Shareholders, which is the supreme governing body with authority over fundamental decisions about the company's constitution and direction. Understanding the distinct roles, duties, and rights of directors and shareholders is fundamental to sound corporate governance.

Directors – Duties and Liabilities

Directors of a Bangladeshi private limited company occupy a fiduciary position — they owe duties of loyalty, care, and good faith to the company and its shareholders. As Wikipedia's article on the duty of care explains, directors are expected to act in the company's best interests, to avoid conflicts of interest, to exercise the skill and diligence of a reasonably prudent person in their position, and to refrain from making secret profits at the company's expense. Under the Companies Act, 1994, directors who breach these duties may be personally liable to the company for resulting losses. Directors are also personally liable for certain statutory defaults — including failure to file annual returns, failure to convene AGMs, and failure to maintain proper accounting records — and may face civil penalties and disqualification from directorship in serious cases. At the same time, a director who acts in good faith and with proper authority within the scope of their powers is protected by the business judgment rule and need not fear personal liability for commercial decisions that turn out badly.

Shareholders – Rights and Protections

Shareholders of a private limited company in Bangladesh hold several important rights that are protected by statute and by the company's constitutional documents. These include the right to attend and vote at general meetings; the right to receive dividends when declared; the right to receive copies of the company's annual accounts and statutory filings; the right to transfer shares (subject to any restrictions in the AoA, particularly pre-emption rights); the right to participate in the company's assets upon a winding up after creditors have been satisfied; and the right to petition the court for relief against oppressive or unfairly prejudicial conduct by the majority in accordance with Section 233 of the Companies Act, 1994. In closely held private limited companies — where a handful of founders are both directors and shareholders — maintaining clear governance documentation, holding proper board and shareholder meetings, and keeping accurate minutes is essential for protecting all parties' rights and for managing future disputes efficiently. Engaging a experienced corporate legal service in Dhaka to establish sound governance protocols from the outset is the best safeguard against future shareholder disputes and regulatory penalties.

Over the course of a company's operational life, its corporate structure, governance arrangements, and statutory particulars will inevitably need to be updated to reflect changes in the business, its ownership, and its leadership. The Companies Act, 1994 and the RJSC's procedural requirements mandate that most significant corporate changes be formally notified to the RJSC through the filing of the appropriate statutory return forms within the prescribed time limits.

Changes in Directors

Whenever a director is appointed, resigns, retires, or is removed — or whenever a director's personal details (such as address or TIN) change — the company must file Form XII (the updated particulars of directors) with the RJSC within the prescribed period. Failure to update director particulars promptly creates compliance risk and can affect the company's ability to make subsequent statutory filings. The appointment of a new director must be accompanied by a fresh Form IX signed by the incoming director.

Changes in Shareholding and Share Transfers

Where shares are transferred between existing or new shareholders, the company's register of members must be updated to reflect the transfer, and the relevant RJSC statutory forms must be filed notifying the Registrar of the change in the shareholding structure. In private limited companies, share transfers are typically subject to the right of first refusal provisions in the AoA — existing shareholders must be offered the transferring shareholder's shares before they can be offered to an outside party. Stamp duty under the Stamp Act, 1899 is payable on the instrument of transfer.

Increase in Authorised Capital

Where a company wishes to issue new shares beyond its existing authorised capital limit, the authorised capital declared in the MoA must first be increased. This requires a resolution at a General Meeting of shareholders, followed by the filing of the relevant RJSC forms and payment of the additional registration fee based on the incremental capital increase. The RJSC typically processes capital increase filings within fifteen working days. Increases in paid-up capital (actual share issuance and capital subscription) also require RJSC filing and Bangladesh Bank reporting in the case of foreign-invested companies.

Changes to Registered Office, MoA, or Company Name

A change of registered office address, an amendment to the MoA (including amendments to the objects clause or company name), and certain changes to the AoA require shareholder resolutions and RJSC filings. Changing the company name requires a fresh name clearance process through the RJSC, a special resolution, and filing of the amended MoA. For guidance on managing any corporate amendment correctly and within statutory timelines, consulting a qualified company secretarial and corporate legal service in Dhaka ensures that all changes are properly documented and notified to the relevant authorities.

The following checklist consolidates every critical action required to register a private limited company in Dhaka from initial planning through to full operational readiness. Following these steps in sequence — with the support of a qualified legal adviser — eliminates the most common sources of delay, documentary rejection, and compliance risk.

Pre-Registration Planning

• Define the company's primary and ancillary business activities with precision — these will form the objects clause of the MoA and determine which sector-specific licences or approvals may be required.
• Identify all shareholders and directors, collect their NID or passport copies and personal e-TIN certificates (or obtain e-TINs for those who do not yet have one), and confirm their addresses and contact details.
• Determine the authorised share capital and the initial paid-up capital structure, and agree on shareholding percentages among the founding shareholders.
• Identify and secure a physical registered office address in Dhaka or your preferred location in Bangladesh, and obtain the rental agreement or ownership documents for that premises.
• Conduct a preliminary trademark search through the DPDT to confirm that the proposed company name does not infringe on any registered mark.
• Consult a qualified company registration legal service in Dhaka to confirm the optimal corporate structure, capital arrangement, and AoA governance provisions for your specific business objectives.

Name Clearance

• Prepare up to three alternative proposed company names in order of preference, ensuring each proposed name is unique, not misleading, and compliant with RJSC naming guidelines.
• Submit the name clearance application through the RJSC online portal and pay the BDT 230 government fee. Collect the Name Clearance Certificate upon approval (typically within 1–2 working days).
• Note the thirty-day validity period of the clearance certificate and ensure the full incorporation application is submitted within this window.

Document Preparation

• Engage a qualified corporate lawyer to draft the MoA — covering the objects clause, capital clause, liability clause, and subscriber details — tailored to the company's specific commercial purpose.
• Draft the AoA to govern director powers, shareholder meetings, share transfers, dividend policy, and any investor-protection provisions required by the founders or investors.
• Have the MoA and AoA printed on appropriately stamped non-judicial stamp paper, signed by all subscribers in the presence of a witness, and scanned as PDFs for portal upload.
• Complete Form IX for each director and the Subscriber Sheet for all shareholders, signed, scanned, and ready for upload.
• For foreign shareholders: open a temporary bank account in the company's proposed name, remit the paid-up capital by SWIFT (marked as "Equity Investment"), and obtain the Encashment Certificate from the bank.

RJSC Submission and Incorporation

• Log into the RJSC online portal and upload all required documents: MoA, AoA, Form IX for each director, Subscriber Sheet, NID/passport copies for all directors and shareholders, personal TIN certificates, proof of registered address, and Encashment Certificate (if applicable).
• Pay the applicable RJSC registration fees and stamp duties through the online payment gateway and retain the payment receipt.
• Monitor the application status through the RJSC portal and respond promptly to any requisition notices. Typically, the Certificate of Incorporation is issued within three to seven working days of a clean submission.
• Collect the Certificate of Incorporation, certified MoA, AoA, and Form XII upon approval.

Post-Incorporation Steps

• Obtain the corporate e-TIN from the NBR online portal immediately after incorporation. This is required for all subsequent registrations and banking activities.
• Apply for the Trade License from the Dhaka City Corporation (DNCC or DSCC) having jurisdiction over the registered office location. Renew annually between January and March.
• Open a commercial current account in the company's name with a scheduled bank, providing the Certificate of Incorporation, MoA/AoA, Form XII, e-TIN, Trade License, and KYC documents for directors.
• Register for VAT (BIN) through the NBR VAT online portal (vat.gov.bd) and obtain the company's Business Identification Number.
• For foreign-invested companies: register with BIDA if applicable, report the share issuance to Bangladesh Bank within thirty days of incorporation, and obtain work permits for any foreign employees through BIDA.
• Establish statutory registers — register of members, register of directors, register of charges, and minutes books — and implement a corporate governance calendar for AGMs, board meetings, annual returns, and tax filing deadlines.
• Hold the first board meeting to formally constitute the board, appoint the Managing Director (if applicable), open the bank account, adopt the company seal, and attend to other organisational matters.
• Appoint a registered firm of chartered accountants as the company's auditor and ensure that proper accounting records are maintained from the company's first day of operations.

Successfully incorporating and operating a private limited company in Dhaka requires precise knowledge of the Companies Act, 1994, meticulous attention to RJSC procedural and documentary requirements, and strategic foresight in structuring the company's constitutional documents, capital arrangements, and governance framework. Whether you are a first-time entrepreneur, a foreign investor entering Bangladesh for the first time, or an existing business seeking to restructure, the guidance of an experienced and dedicated company registration legal service in Dhaka is the single most impactful investment you can make in the efficiency and long-term success of your incorporation.

Aeenx provides comprehensive legal services to individuals, entrepreneurs, SMEs, corporations, and international investors across the complete lifecycle of company formation, registration, governance, compliance, and restructuring in Bangladesh. Our team combines deep expertise in corporate law, foreign investment regulation, tax law, employment law, and commercial contracts to deliver integrated, practical, and commercially minded legal solutions tailored to each client's objectives. We assist clients in Dhaka and across Bangladesh — and are fully equipped to serve diaspora clients and international investors remotely without requiring their physical presence in Bangladesh for the registration process.

Our Private Limited Company Registration Services Include

• Initial corporate structuring consultation — advising on the optimal share structure, capital levels, director arrangements, and AoA provisions for your specific business model and growth ambitions.
• Company name availability search, DPDT trademark pre-check, and online submission of RJSC name clearance applications.
• Expert drafting of the Memorandum of Association (MoA) and Articles of Association (AoA), including investor-grade provisions for companies planning future equity fundraising or bringing in external shareholders.
• Preparation, compilation, and online submission of all RJSC registration documents — Forms IX and XII, Subscriber Sheets, and supporting identity documentation — through the RJSC portal, with fee payment management.
• End-to-end coordination of the foreign equity remittance process for companies with foreign shareholders, including bank account facilitation, SWIFT remittance guidance, and Encashment Certificate collection.
• Post-incorporation registrations — corporate e-TIN, Trade License application, commercial bank account opening support, VAT/BIN registration — delivered as a complete operational readiness package.
• BIDA registration assistance for foreign-invested companies, including one-stop service portal filing, work permit applications, and Bangladesh Bank equity reporting compliance.
• Ongoing company secretarial and compliance management services — annual return filing with the RJSC, AGM planning support, board resolutions, statutory register maintenance, and annual income tax return preparation.
• Corporate amendments — director changes, share transfers, capital increases, registered office changes, MoA amendments, and company name changes — filed correctly and on time with the RJSC.
• Shareholders' agreement drafting and review, including pre-emption rights, anti-dilution clauses, vesting schedules, and exit provisions for multi-founder and investor-backed companies.
• Company winding up and dissolution — including Members' Voluntary Liquidation and Compulsory Winding Up proceedings before the courts — with management of all RJSC, NBR, and creditor notification requirements.

Key Government Authorities for Company Registration in Bangladesh

• Registrar of Joint Stock Companies and Firms (RJSC): The sole authority for private limited company registration, annual returns, and corporate amendments in Bangladesh, operating under the Ministry of Commerce. Online portal: app.roc.gov.bd.
• National Board of Revenue (NBR): For corporate e-TIN registration, annual income tax return filing, and VAT/BIN registration. Online portals: nbr.gov.bd and vat.gov.bd.
• Dhaka North City Corporation (DNCC) / Dhaka South City Corporation (DSCC): For Trade License issuance and annual renewal for companies with registered offices within Dhaka city limits.
• Bangladesh Investment Development Authority (BIDA): The apex investment promotion and facilitation agency for foreign-invested companies, with one-stop service portal at bidaoss.gov.bd. Mandatory for manufacturing-sector companies and for work permit applications for foreign employees.
• Bangladesh Bank: The central bank responsible for foreign exchange oversight. All foreign equity remittances into Bangladesh companies must be reported to Bangladesh Bank within thirty days of incorporation.
• Chief Controller of Import and Export (CCI&E): For Import Registration Certificate (IRC) and Export Registration Certificate (ERC), required by companies engaged in international trade.
• Department of Patents, Designs and Trade Marks (DPDT): For trademark availability searches and trademark registration to protect the company's brand identity.

Useful Reference Materials

• Private Limited Company — Wikipedia
• Companies Act — Wikipedia
• Limited Liability — Wikipedia
• Memorandum of Association — Wikipedia
• Articles of Association — Wikipedia
• Board of Directors — Wikipedia
• Shareholder — Wikipedia
• Corporate Tax — Wikipedia
• Foreign Direct Investment — Wikipedia
• Duty of Care — Wikipedia