Private Limited Company in Bangladesh: Cost, Process & Requirements

Search “private limited company in Bangladesh” and you’ll get a wall of guides written for non-resident founders flying in from Dubai or London. If you’re a Bangladeshi sitting in Dhaka, Chattogram, or Sylhet trying to make sense of your options, most of that content doesn’t speak to you. Visa workarounds are irrelevant. Repatriation rules don’t apply. The hand-holding fees consultants quote are inflated for foreign budgets.

The local founder version is a different conversation. Smaller bills, simpler paperwork, and a few rules that catch first-time founders specifically. What’s below: the actual 2026 cost breakdown, what RJSC requires, and how to know whether a Pvt. Ltd. is even the right move for where you are.

Quick answer: A private limited company in Bangladesh requires 2 shareholders, 2 directors, a registered office, and an MOA and AOA filed with RJSC under the Companies Act 1994. There’s no statutory minimum paid-up capital, though Tk 1 lakh is standard practice. Total 2026 setup cost runs Tk 25,000 to Tk 60,000 plus paid-up deposit.

Key Takeaways

• Private limited (Pvt. Ltd.) is the structure most local founders eventually settle into once turnover, partners, or risk crosses a threshold.
• Minimum 2 shareholders and 2 directors. Cap at 50 shareholders. The same people can hold both roles.
• No legal minimum paid-up capital in Bangladesh, but Tk 1 lakh is the practical floor most lawyers recommend.
• Total 2026 setup cost: Tk 25,000 to Tk 60,000, depending on capital declared and professional fees.
• Stamp duty and RJSC filing fees scale with authorized capital. Inflating that number costs you on day one.
• Sole proprietorship usually fits better below Tk 30 lakh annual turnover with no co-founders or major liability.
• After RJSC, you still need a trade license, company TIN, and BIN (where VAT applies) before trading.
• Annual compliance is non-negotiable: AGM, audited accounts, RJSC annual return, tax filings. Skipping these turns your company inactive.
• Local founders run a different process from foreign founders. Most online guides target the latter; this one targets the former.

What “Private Limited” Means for a Bangladeshi Founder

A private limited company in Bangladesh is your business as a separate legal person, registered under the Companies Act 1994. Once RJSC stamps your file, your company has its own bank account, its own TIN, its own contracts, and (the part most founders care about) its own losses if things go sideways.

That last bit is the headline benefit: limited liability. Your house, your car, and your personal savings stay outside the firing line if the business takes on debt it can’t repay. For a sole proprietor, there’s no such wall. Personal and business assets are the same pool.

The “private” part means shares stay among a small group. Maximum 50 shareholders. No public stock issue, no DSE listing path without converting to a public limited company first.

For most Bangladeshi founders past the freelance or hobby stage, this is the structure your CA will eventually push you toward. The reasons (liability, tax, banking, credibility) come up below.

Pvt Ltd vs Sole Proprietorship: When the Switch Makes Sense

Not every business needs a Pvt Ltd on day one. Most don’t.

If you’re a freelance content writer, a tutor, a small-batch home baker, or a part-time reseller, sole proprietorship handles your needs. One trade license in your name, your personal TIN, and you’re trading legally. Setup cost: under Tk 10,000 in most cases.

The switch to Pvt Ltd starts making sense when one of these things is true:

• Annual turnover crosses Tk 30 lakh. That’s the VAT registration line. Above it, NBR treats you as a real business, and structure starts mattering for tax planning.
• You bring in co-founders or external investors. Equity is messy under sole prop. Pvt Ltd lets you issue shares cleanly and document who owns what.
• Real risk shows up on the balance sheet. Inventory, supplier credit, customer deposits, machinery on lease. Anything that could blow up and pull your personal assets down with it.
• You’re chasing tenders or formal contracts. Government bodies, large corporates, and many international clients want a registered company on the invoice, not a sole prop.
• You need a corporate bank account in two or more names. Banks won’t open joint current accounts under sole proprietorship. They will under Pvt Ltd.

A small example. A Mirpur-based importer ran a sole prop for two years selling LED lighting through Daraz and Facebook. Turnover hit Tk 1.2 crore. He brought in a friend as a partner and tried to open a joint current account at City Bank. Got rejected twice. Registered a Pvt Ltd in five weeks, opened the corporate account in two more, and the friction vanished.

That’s roughly the inflection point most founders hit.

The Real Cost in 2026: Line by Line

The “registration fee” is a small slice of the bill. The full setup includes stamp duty, lawyer fees, notary, and the trade license layer that comes after.

Realistic 2026 breakdown for a Pvt Ltd with Tk 1 lakh authorized capital:

Line item	Cost (Tk)	Notes
RJSC name clearance	600	One-time, applied online
Stamp duty on MOA / AOA	2,000 to 3,000	Scales with authorized capital
RJSC registration filing fee	4,000 to 7,000	Scales with authorized capital
Notary, attestation, photocopies	1,500 to 2,500	Lawyer’s office overhead
Lawyer or CA professional fee	15,000 to 40,000	Wide range; shop around
Bank deposit (paid-up capital)	1,00,000 typical	Sits in your company account
All-in setup (excluding paid-up)	25,000 to 60,000	Excludes trade license, TIN, BIN

A few things this table won’t tell you on its own.

Stamp duty and RJSC filing fees both scale with the authorized capital you declare. Push authorized capital from Tk 1 lakh to Tk 10 lakh and those line items jump by Tk 8,000 to Tk 12,000 combined. Most first-time founders inflate this number “in case we grow,” which is a needless tax. You can always increase authorized capital later.

Professional fees vary wildly. A solo lawyer in Sylhet might charge Tk 12,000 for a clean Pvt Ltd file. A boutique corporate firm in Gulshan can quote Tk 50,000 or more for the same paperwork. Mid-tier CAs running Facebook and LinkedIn ads typically land in the Tk 18,000 to Tk 25,000 band.

(Quick note: these numbers are accurate as of early 2026. Stamp Act schedules, RJSC notifications, and trade license rates change. Always confirm the current line items before you write any cheques.)

Requirements: The Checklist RJSC Actually Wants

Here’s what you need ready before you start filing.

People:

• At least 2 shareholders. Natural persons or other companies. Maximum 50.
• At least 2 directors. Must be natural persons. The same two people can be both shareholders and directors, which is the cleanest setup for small Pvt Ltds.

For each director and shareholder:

• NID (or passport, if applicable)
• Recent passport-sized photographs, usually 3 to 4 copies each
• Personal TIN certificate (each subscriber needs one before share allotment)
• Father’s and mother’s name, current and permanent address, profession

Company-level documents:

• Name clearance approval from RJSC
• Memorandum of Association (MOA), stating company purpose, authorized capital structure, and registered office address
• Articles of Association (AOA), covering internal rules: share transfer, board powers, AGM procedure, winding up
• Registered office proof (rental agreement or ownership deed, with utility bill)
• Bank certificate confirming paid-up capital deposited

Capital declarations:

• Authorized capital, written into the MOA. The maximum you’ll ever issue without amending the document.
• Paid-up capital, the actual amount deposited at incorporation.

That’s the substance of what RJSC enforces. Your lawyer or CA assembles, formats, and notarizes; you supply the raw inputs and signatures.

Paid-Up Capital, Demystified

This is where nine out of ten first-time founders get confused. Let’s settle it.

Authorized capital is the ceiling. The maximum share capital your company can ever issue without amending the MOA. It’s a number you declare in the founding documents. You don’t have to actually own this amount.

Paid-up capital is what’s actually been issued and deposited in the company’s bank account. Real money.

So if your MOA says “authorized capital Tk 10 lakh divided into 10,000 shares of Tk 100 each,” and you and your co-founder each subscribe to 500 shares, your paid-up capital is Tk 1 lakh. The other Tk 9 lakh is theoretical headroom.

The Companies Act 1994 doesn’t set a statutory minimum paid-up capital for a private limited company. You could technically incorporate with Tk 1,000. But here’s why most lawyers floor it at Tk 1 lakh:

• Banks want a credible balance sheet before opening a corporate current account.
• Clients and suppliers sometimes ask for company financials. A Tk 1,000 capital base looks like a shelf company.
• NBR officers eyeball your books. A laughably small capital figure invites unnecessary questions.

There’s no rule that says you need crores in the bank to be legitimate. Tk 1 lakh paid-up handles most early-stage SMBs cleanly. If you’re going after a sector-regulated business (NBFI, manufacturing, insurance, telecom), check the regulator’s prescribed minimum, which can be much higher.

After Incorporation: What’s Still Missing

Getting your incorporation certificate isn’t the finish line. A Pvt Ltd registered with RJSC but missing the rest of the stack can’t legally trade.

You still need:

• Trade license from your local City Corporation, Pourashava, or Union Parishad. Mandatory for almost any commercial activity. First-year cost typically Tk 5,000 to Tk 15,000 in major cities, lower in smaller jurisdictions.
• Company TIN from NBR’s eTIN portal. Different from your personal TIN. Your Pvt Ltd is a separate taxpayer.
• BIN (VAT registration) through NBR’s online system. Required if you’ll cross Tk 30 lakh annual turnover, or if you’re in a VAT-applicable category from day one.
• Corporate bank account. Bring your incorporation certificate, MOA/AOA, board resolution, trade license, and company TIN. Major options like BRAC, City, EBL, and Dutch-Bangla all handle Pvt Ltd current accounts. For a deeper walkthrough, see How to Open a Bank Account in Bangladesh.
• Sector-specific licenses. Pharmacy needs DGDA approval. Restaurants need a food license. Importers need an IRC, exporters an ERC. Spell these out in your project timeline before incorporating so the cost lands where you expect.

Realistic timeline from first lawyer meeting to operational Pvt Ltd with bank account: 4 to 8 weeks if your documents are clean.

The Compliance Trap That Catches Local Founders

Here’s the part most “how to register” guides skip, and the reason your CA quotes a higher annual fee than you expected.

A Pvt Ltd is a perpetual obligation, not a one-time event. Every year, your company must:

• Hold an Annual General Meeting (AGM). Even if it’s just two directors signing minutes around a table. The first one must happen within 18 months of incorporation; the gap between any two AGMs cannot exceed 15 months.
• File audited financial statements prepared by a chartered accountant in practice. There’s no “we’re too small to audit” exemption. If your company exists, the audit is mandatory.
• File the annual return with RJSC (Schedule X). Lists shareholders, share capital, directors. Late filing means penalties that compound monthly.
• File the corporate income tax return with NBR by the deadline (typically the 15th of the seventh month after fiscal year end).
• File monthly VAT returns if you hold a BIN, even on zero-VAT months.
• Renew your trade license annually with the local body.

Compliance is the seatbelt. Boring until the day it isn’t.

Skip these for a year and the penalties stay manageable. Skip them for two years and your Pvt Ltd quietly drifts toward inactive status. Banks restrict the account. Tenders reject your bid. And if RJSC eventually strikes the company off the register, restoring it costs more than running it would have.

Honest annual compliance budget for a small Pvt Ltd in 2026: Tk 25,000 to Tk 75,000, depending on your CA’s fees and how organized your bookkeeping stays.

When a Pvt Ltd Doesn’t Make Sense

Counter-question worth answering before you sign anything.

Skip the Pvt Ltd, at least for now, if:

• Your business is a one-person operation with no real liability exposure. A freelance graphic designer billing Upwork doesn’t need a corporate shield.
• Annual turnover is genuinely under Tk 20 lakh and unlikely to grow soon. The Tk 25,000 to Tk 75,000 in annual compliance is real money against thin margins.
• You’re testing an idea and might pivot or shut down within a year. Closing a Pvt Ltd in Bangladesh (voluntary winding up) is slow and costly. Sole prop is cheaper to walk away from.
• You’re a non-resident Bangladeshi or foreign citizen. The path looks different (BIDA approvals, repatriation rules, visa considerations). For that version, see Company Types and Restrictions for Foreigners in Bangladesh.

A Pvt Ltd is a tool, not a status symbol. Use it when the structure earns its annual compliance bill.

Final Thoughts

Pvt Ltd registration in Bangladesh isn’t the sealed-off boardroom story most consultants would have you believe. It’s a structured set of filings with a price tag that’s smaller than you think and a compliance load that’s bigger than you think. Match the structure to your actual stage, not to the founder image you want to project. If you’d rather hand the whole filing off, Business Globalizer handles end-to-end Pvt Ltd setup for local and non-resident founders.

Frequently Asked Questions

What’s the minimum paid-up capital for a private limited company in Bangladesh?

There’s no statutory minimum under the Companies Act 1994. You can incorporate with Tk 1,000 paid up. Most lawyers floor it at Tk 1 lakh so banks, suppliers, and tax officers take you seriously.

How long does Pvt Ltd registration take in Bangladesh in 2026?

Name clearance is 1 to 2 working days. Document drafting takes a week or two depending on your lawyer. RJSC filing approval typically lands in 7 to 15 working days. Add 2 to 4 more weeks for trade license, TIN, BIN, and corporate bank account. Total: about 4 to 8 weeks end to end.

Can I be the only director of my Pvt Ltd?

No. Bangladesh law requires at least 2 directors and 2 shareholders. They can be the same two people, often a husband and wife or two business partners. If you genuinely want to fly solo, sole proprietorship is the right structure.

Can I register my Pvt Ltd at my home address?

Yes, your home address can be your registered office, provided you have proof (rental agreement or ownership deed plus a recent utility bill). Many small Pvt Ltds run from the founder’s apartment for years before moving to a formal office. The registered office must be a physical address inside Bangladesh.

Do I need a trade license before or after RJSC registration?

After. The trade license is issued in your registered company’s name, so you need the incorporation certificate first. Most City Corporations also want your company TIN before issuing the license. Sequence: RJSC, then company TIN, then trade license, then BIN if applicable.

What happens if I stop filing my Pvt Ltd’s annual returns?

Late fees compound monthly with RJSC. Two years of non-filing flags the company as inactive. Banks may restrict the corporate account. Eventually RJSC can strike the company off the register, at which point restoring it (a fresh application, fees, and explanation) is slower and more expensive than running it would have been.