Register Your Ltd. Company in RJSC in Just ৳21000

Registering a Limited Company in the Registrar of Joint Stock Companies and Firms (RJSC) is the official legal process of incorporating a business under the Companies Act 1994 in Bangladesh. This service is essential for Bangladeshi entrepreneurs, startup founders, and SMEs who want to establish a separate legal entity, limit personal liability, and open corporate bank accounts. Aeenx offers a complete, transparent RJSC company registration package for just ৳21000, handling everything from name clearance to document drafting and final submission, ensuring full legal compliance without hidden costs.

In Bangladesh, a Private Limited Company is the most popular business structure because it protects owners' personal assets while allowing for easy equity distribution among shareholders. The process involves several statutory steps, including name reservation, drafting the Memorandum of Association (MoA) and Articles of Association (AoA), and paying government fees. By choosing Aeenx, you navigate these complex regulatory requirements seamlessly. We ensure your business is registered efficiently, allowing you to focus on growth while we handle the bureaucratic hurdles of the Companies Act.

The cost to register a private limited company in Bangladesh depends on the authorized share capital, government fees, and professional service charges. With Aeenx, you can register your limited company for a complete package price of just ৳21,000. This all-inclusive fee is designed to cover standard authorized capital (up to BDT 10 Lakh) and includes all RJSC government fees, stamp duty on MoA and AoA, name clearance charges, and our expert legal consultation fees. We believe in transparent pricing, ensuring there are no hidden surprises for entrepreneurs.

To break down the costs, the government fees typically include the name clearance fee (approx. ৳200-৳500), RJSC registration fee based on capital (approx. ৳7,500 for 10 Lakh capital), document filing fees (approx. ৳1,200 for 6 documents), and stamp duty (৳2,000 for MoA and ৳10,000 for AoA, totaling ৳12,000). When you add these up, the direct government cost alone is around ৳21,000. Aeenx provides the drafting of MoA/AoA, form filling, and submission within this exact budget, making it the most cost-effective legal-tech solution in Bangladesh.

Registering a limited company in Bangladesh typically takes 7 to 15 working days from the moment name clearance is applied for, provided all documents are accurately prepared and submitted. The timeline is heavily dependent on the efficiency of document collection from the client and the processing speed of the RJSC online portal. At Aeenx, we expedite this process by utilizing our proprietary legal-tech workflow, ensuring your MoA and AoA are drafted within 24 hours of receiving your NID and TIN details.

The process begins with Name Clearance, which usually takes 1-2 days. Once the name is reserved, we prepare the incorporation documents (Form I, VI, IX, XII, MoA, AoA) which requires your digital signature. After online submission and fee payment, the RJSC registrar reviews the file. If everything complies with the Companies Act 1994, the Certificate of Incorporation is issued within 5-7 days. We closely monitor the application status and promptly address any queries raised by the RJSC to prevent delays.

To register a private limited company in Bangladesh, you must provide specific personal and corporate documents for all directors and shareholders. The RJSC requires these documents to verify the identity and legal standing of the individuals forming the company. Preparing these documents accurately beforehand is crucial to avoid RJSC requisitions and delays. Aeenx provides a clear checklist to our clients to streamline this collection phase.

Mandatory Documents for Directors & Shareholders:

• National ID Card (NID): Clear copy of both sides of the NID for all Bangladeshi directors and shareholders.
• TIN Certificate: A valid e-TIN certificate is mandatory for every subscriber and director.
• Passport Size Photographs: Recent passport-size photographs of all directors and shareholders.
• Mobile Number & Email: Active contact details for OTP verification during the online application process.

Company & Office Documents:

• Proposed Company Name: A list of 2-3 proposed names in order of preference.
• Registered Office Address: Proof of address (Utility bill or Holding Tax receipt) and a No Objection Certificate (NOC) from the landlord if the property is rented.
• Nature of Business: A brief description of the main business activities to be listed in the MoA.
• Bank Encashment Certificate: Required only if there is foreign shareholding (proof of inward remittance).

Yes, if you intend to operate as a Private Limited Company, Public Limited Company, or Limited Liability Partnership (LLP), registration with the RJSC is legally mandatory in Bangladesh. Under the Companies Act 1994, any association of persons coming together for a lawful purpose with the intention of forming a separate legal entity must be incorporated through the RJSC. Operating as a limited company without proper RJSC registration is illegal and strips the business of its separate legal identity and limited liability protection.

While sole proprietorships and general partnerships do not require RJSC registration (they only need a trade license), they do not offer limited liability to their owners. For startups seeking investment, tech companies, and businesses engaging in contracts with large corporate clients or government tenders, a Private Limited Company is universally required. Furthermore, to obtain a Trade License for a limited company, you must first present the Certificate of Incorporation from the RJSC to the local City Corporation.

Moreover, compliance extends beyond RJSC. According to the Income Tax Act 2023, every corporate entity must possess a Tax Identification Number (TIN). While TIN registration itself is free via the NBR portal, the legal basis for the corporate entity's existence stems entirely from its RJSC incorporation.

Failing to register your business as a limited company when you are operating as one has severe legal and financial consequences. The most critical impact is the loss of limited liability protection. If an unregistered business faces debt or legal lawsuits, the owners' personal assets—such as their homes, cars, and personal bank accounts—can be seized to satisfy business liabilities. In a properly registered limited company, shareholder liability is strictly capped at their unpaid share capital.

Furthermore, without an RJSC Certificate of Incorporation, you cannot open a corporate bank account in Bangladesh. Banks strictly require incorporation documents to open an account in the company's name. You also cannot legally issue shares, allocate equity to co-founders or investors, or apply for foreign direct investment (FDI) approvals through BIDA. Large corporate clients and government bodies will refuse to enter into contracts with an unregistered entity, significantly stunting your business growth potential.

Operating without proper registration also invites penalties from the National Board of Revenue (NBR) for tax evasion, as you cannot properly file corporate tax returns or claim business expenses. Don't risk your personal wealth and business future; secure your entity today by visiting Aeenx.

Registering a Private Limited Company offers unparalleled advantages for serious entrepreneurs in Bangladesh. The primary benefit is Separate Legal Entity status. Under the Companies Act 1994, a registered company is distinct from its owners. It can own property, incur debts, and enter into contracts in its own name. This separation ensures that the company's continuity is preserved regardless of changes in ownership or management.

Another major benefit is Limited Liability. Shareholders are only liable to the extent of their unpaid share capital. If the business fails or faces massive debt, personal assets of the directors and shareholders remain protected. This safety net encourages entrepreneurship and risk-taking. Additionally, a registered limited company builds immense Corporate Credibility. Banks, investors, and large suppliers prefer dealing with registered companies, making it easier to secure business loans, attract venture capital, and win government tenders.

Furthermore, registered companies enjoy easier access to VAT registration and tax compliance. With a clear corporate structure, transferring ownership through share transfers is straightforward. For tech startups, having an RJSC-registered private limited company is an absolute prerequisite for raising angel or venture capital funding. Ensure your business reaps these benefits by getting started with Aeenx today.

Aeenx is a premier legal-tech and business advisory firm in Bangladesh, specializing in seamless company incorporation. We take the complexity out of the RJSC registration process by offering an end-to-end digital service for just ৳21,000. Our approach combines legal expertise with technology, ensuring fast, accurate, and fully compliant company registrations. From the moment you contact us, we assign a dedicated legal consultant to guide you through every step.

Our service begins with a free consultation to understand your business objectives and advise on the optimal shareholding structure. We then conduct a name clearance search, draft a customized Memorandum of Association (MoA) and Articles of Association (AoA) tailored to your industry, and prepare all necessary RJSC forms (Form I, VI, IX, XII). We handle the online submission, fee payment, and rigorous follow-up with the RJSC until your Certificate of Incorporation is secured.

Unlike traditional law firms that charge exorbitant fees, Aeenx provides transparent, flat-rate pricing. We also offer post-registration support, including assistance with obtaining your Trade License, TIN Certificate, and VAT registration. By choosing Aeenx, you save time, avoid bureaucratic frustration, and ensure your company is legally robust from day one. Let us handle the paperwork while you build your business. Reach out to us at aeenx.com/contact-us.

The RJSC company registration process in Bangladesh is a structured legal procedure governed by the Companies Act 1994. Aeenx simplifies this into a seamless digital workflow. Here is the detailed step-by-step process we follow to incorporate your Private Limited Company:

1. Document Collection & Verification: We collect NID, TIN, and photographs of all proposed directors and shareholders. We verify the documents and finalize the proposed company name, object clause, and shareholding ratio.
2. Name Clearance Application: We apply for name clearance through the RJSC online portal. The RJSC checks if the proposed name is unique and not identical to existing companies or trademarks. This usually takes 1-2 days.
3. Drafting MoA and AoA: Once the name is cleared, our legal experts draft the Memorandum of Association (defining the company's scope and capital) and Articles of Association (defining internal management rules).
4. Form Preparation & Signing: We prepare Form I (Declaration of Compliance), Form VI (Notice of Registered Office), Form IX (Consent to Act as Director), and Form XII (Particulars of Directors). These are shared for digital signatures.
5. Online Submission & Fee Payment: We upload all signed documents to the RJSC portal and pay the government fees, including stamp duty and registration fees, through the integrated payment gateway.
6. RJSC Review & Certificate Issuance: The RJSC registrar reviews the application. Upon satisfaction, the Certificate of Incorporation is issued digitally. We then download and deliver all certified documents to you.

The Memorandum of Association (MoA) and Articles of Association (AoA) are the two foundational constitutional documents of any company registered in Bangladesh. Under the Companies Act 1994, a company cannot be incorporated without these documents. They define the company's relationship with its shareholders, the government, and the public. Proper drafting of these documents is critical, as errors can lead to severe operational restrictions and legal disputes in the future.

Memorandum of Association (MoA)

The MoA is the supreme charter of the company. It defines the company's scope of operations, authorized share capital, and the liability of its members. It contains the Name Clause, Registered Office Clause, Object Clause (which dictates what business the company can legally conduct), Liability Clause, and Capital Clause. Any action taken by the company outside the scope of its MoA is considered "Ultra Vires" (beyond legal power) and is legally void.

Articles of Association (AoA)

The AoA is the internal rulebook of the company. It governs the internal management, organization, and conduct of business. The AoA outlines the procedures for issuing shares, calling board meetings, appointing and removing directors, declaring dividends, and winding up the company. At Aeenx, our legal experts meticulously draft both the MoA and AoA to ensure maximum operational flexibility for your business while maintaining strict compliance with the RJSC requirements.

Getting name clearance is the first official step in registering a limited company in Bangladesh. The proposed company name must be unique and must not closely resemble the name of any existing registered company or registered trademark. The RJSC online portal allows users to search for existing names for free, but formal reservation of a name requires an application and a fee.

To apply for name clearance, you must provide 2 to 3 proposed names in order of preference. Aeenx handles this by conducting a preliminary search on the RJSC database to maximize the chances of approval. We then submit the formal name clearance application online. The RJSC fee for name clearance is approximately ৳200 for local companies and ৳230 for foreign-invested companies.

Once approved, the name clearance is valid for 30 days only. This means the complete incorporation application (including MoA, AoA, and all forms) must be submitted within this 30-day window. If the application is not submitted in time, the clearance expires, and the entire process—and fee—must be repeated. Aeenx ensures all documents are prepared before or immediately after name clearance is secured, guaranteeing the submission happens well within the deadline.

Obtaining the Certificate of Incorporation is just the beginning. A newly registered limited company in Bangladesh must fulfill several statutory post-registration compliances to legally commence and sustain operations. Aeenx provides comprehensive post-registration support to ensure your business remains fully compliant with the National Board of Revenue (NBR) and local authorities.

1. Trade License

You must obtain a Trade License from the local City Corporation, Paurashava, or Union Parishad where your registered office is located. Operating without a trade license is illegal. The cost varies depending on the business category and location, typically ranging from ৳3,000 to ৳15,000 annually.

2. TIN Certificate

Every company must obtain a Tax Identification Number (TIN) from the NBR. While registration is free, it is legally mandatory under the Income Tax Act 2023 for filing annual corporate tax returns and processing withholding taxes (TDS).

3. VAT / BIN Registration

If your annual turnover exceeds BDT 50 lakh, VAT registration (Business Identification Number - BIN) is mandatory. Even if your turnover is lower, obtaining a BIN is highly recommended as it is required for opening corporate bank accounts and participating in tenders.

4. Corporate Bank Account Opening

Once you have the Incorporation Certificate, TIN, and Trade License, you can open a corporate bank account. The initial paid-up capital must be deposited into this account. Aeenx assists in preparing the Board Resolution and bank forms required for seamless account opening.

Yes, Bangladesh warmly welcomes foreign direct investment (FDI), and foreign investors can fully own or jointly own a Private Limited Company through the RJSC. However, the process for foreign-invested companies involves additional regulatory approvals compared to local companies. The primary regulatory bodies involved are the RJSC, the Bangladesh Investment Development Authority (BIDA), and the Bangladesh Bank.

For a company with foreign shareholding, the minimum paid-up capital requirement is USD 50,000 (or equivalent in other convertible currencies). This capital must be formally remitted from abroad to the company's temporary bank account in Bangladesh. Upon receipt, the bank issues an Encashment Certificate, which is a mandatory document for RJSC incorporation.

Additionally, if the business operates in certain restricted sectors or requires specific industrial facilities, BIDA approval might be necessary prior to incorporation. While the process sounds daunting, Aeenx specializes in foreign company incorporation. We handle BIDA pre-approval applications, coordinate with banks for the encashment certificate, and manage the RJSC submission, ensuring a smooth entry into the Bangladeshi market. Contact us at aeenx.com/contact-us for specialized foreign investment advisory.

The Income Tax Act 2023 has significantly reshaped the tax landscape for companies in Bangladesh. Newly registered limited companies must be acutely aware of their obligations under this new law, which replaced the Income Tax Ordinance 1984. Under the new Act, every registered company is required to obtain an e-TIN and file an annual corporate tax return, regardless of whether it has started generating revenue or is in a loss-making position.

The standard corporate tax rate for non-publicly traded companies (which includes newly registered private limited companies) is generally 27.5%. However, the rate can vary based on the sector. For instance, IT and IT-enabled services (ITeS) companies often enjoy reduced tax rates or tax holiday benefits if they meet specific criteria, such as exporting software services. The Income Tax Act 2023 also introduces stricter rules regarding allowable expenses, transfer pricing, and withholding tax (TDS) compliance.

Failure to file tax returns on time results in hefty financial penalties under the new Act. Furthermore, obtaining a Tax Clearance Certificate (TCC) is mandatory for many business activities, including renewing certain licenses and participating in government tenders. Aeenx offers expert tax advisory and return preparation services, ensuring your newly registered company remains fully compliant with the Income Tax Act 2023 from its very first fiscal year.

Understanding the distinction between Authorized Capital and Paid-Up Capital is crucial for company registration in Bangladesh. These terms dictate your government registration fees, shareholder liability, and the financial structure of your business. Many entrepreneurs confuse the two, leading to incorrect MoA drafting and potential compliance issues.

Authorized Capital

Authorized Capital (also known as Registered or Nominal Capital) is the maximum amount of share capital a company is authorized to issue to its shareholders. It is stated in the Capital Clause of the Memorandum of Association (MoA). The RJSC calculates your registration fees and stamp duty based on this amount. For our ৳21,000 package, we typically set the authorized capital at BDT 10 Lakh (1,000,000), which keeps government fees low while providing ample room for future equity expansion without needing to amend the MoA.

Paid-Up Capital

Paid-Up Capital is the actual amount of money the shareholders have paid into the company in exchange for their shares. For a local private limited company, there is no strict legal minimum, but practically, it must be at least ৳1 Lakh to facilitate opening a corporate bank account. For foreign investors, the minimum paid-up capital is USD 50,000. Paid-up capital represents the actual initial funds available to the business for operations. It cannot be withdrawn for personal use, as it belongs to the company as a separate legal entity.

Ready to turn your business idea into a legal reality? Registering your Private Limited Company in Bangladesh has never been easier or more affordable. With Aeenx, you get expert legal drafting, seamless RJSC submission, and dedicated support for a flat fee of just ৳21,000. Don't let bureaucratic hurdles delay your entrepreneurial journey.

Our team of legal experts and business consultants is standing by to assist you with company registration, trade license acquisition, TIN and VAT registration, and ongoing corporate compliance. We serve clients across Dhaka, Chittagong, Sylhet, and nationwide, offering fully digital, remote-friendly services.

Key Government Resources:

• RJSC Online Portal: app.roc.gov.bd
• National Board of Revenue (NBR): nbr.gov.bd
• BIDA (Foreign Investment): bidaquickserv.org

Further Reading:

• Economy of Bangladesh
• Companies Act
• Private Limited Company