“It’s not the paperwork that’s hard. It’s knowing which ones to file, when, and with whom.”
Before the Business, Comes the Setup That Makes It Possible
Setting up a company in Bangladesh isn’t complicated. But getting it right as a foreigner—without missteps, backtracking, or missing forms—that’s where experience speaks louder than instructions.
You don’t just need to know the steps.
You need to understand why they matter, when they trigger delays, and how to avoid redoing the same thing twice.
This guide is for the foreign entrepreneur who’s serious.
Not just casually interested in Bangladesh, but ready to register properly, navigate the system once—not five times—and open clean.
I will walk you through how to register a Private Limited Company (Ltd.) in Bangladesh as a foreigner. Not too deep, not too vague—just enough to give you clarity, not confusion. Let’s go!
Step 1: Choosing the Right Structure
As a foreigner, you’re legally allowed to register a Private Limited Company (Ltd.) with 100% foreign ownership in most sectors. You don’t need a local partner unless your industry falls under a restricted category (agriculture, defense, media, etc.).
Why this structure works:
- Limited liability: Your personal assets are protected.
- Separate legal entity: Your company can enter contracts, own assets, and operate independently.
- Global acceptance: The Ltd. format is universally recognized, helping with banking and trade.
If you’re still evaluating which route fits best, explore company types and restrictions—what’s allowed, what isn’t, and what needs prior approval.
Step 2: Name Clearance from the RJSC
No name, no company.
Go to the RJSC (Registrar of Joint Stock Companies and Firms) portal and request a name clearance. You’ll:
- Search for name availability
- Reserve your business name (valid for 30 days)
- Get a clearance slip to use in all upcoming filings
Quick Tip: Choose a name aligned with your business activity. RJSC rejects vague or overly generic names without explanation.
Step 3: Drafting the MoA, AoA, and Filling Out the Forms
This is where your legal groundwork begins.
You’ll need to prepare:
- Memorandum of Association (MoA) – business objectives, shareholder roles
- Articles of Association (AoA) – how the company will operate
- Form IX – Director’s Consent
- Form XII – list of directors
- Registered office address – that must be in Bangladesh
If you’re unfamiliar with local compliance terms, go through our blog on the top legal requirements for foreigners.
Step 4: Deposit Paid-Up Capital
Before registration, you’re required to show evidence of your initial capital contribution. That means:
- Open a temporary bank account in your proposed company name
- Send the paid-up capital (in BDT or foreign currency) through formal channels
- Get a Foreign Inward Remittance Certificate (FIRC) as proof
Without this, you can’t move forward with incorporation.
To learn more about bank account opening, check our earlier blog on How to Open a Business Bank Account in BD as a Foreigner.
Step 5: Apply for Incorporation with the RJSC
Once your documents are ready and capital deposited, submit everything via the RJSC’s online portal. You’ll need:
- All forms and documents (PDFs)
- Payment of registration fees
- Signed and scanned board resolution
The RJSC reviews and, upon approval, issues your Certificate of Incorporation—the document that legally brings your company into existence.
Step 6: Post-Incorporation Essentials
Having your certificate is just the beginning. Now comes the part where most foreign entrepreneurs feel blindsided:
- Trade License: From your local City Corporation
- TIN Certificate: From the National Board of Revenue (NBR)
- VAT Registration: If your annual turnover crosses BDT 3 crore
- BIN (Business Identification Number): For import/export or VAT purposes
Step 7: Finalizing Your Bank Account
Now that you’re legally incorporated:
- Convert your temporary account into a permanent current account
- Submit your certificate, trade license, and TIN
- Update the account authority through a board resolution
This step is where your business truly becomes operational, because no invoice, no payroll, and no tax return work without a functional bank account.
Step 8: Know Your Tax Story From Day One
Tax starts immediately. Even if you don’t make a profit, you still have to file.
Understand:
- Corporate tax rates for foreign-owned Ltd. companies
- Withholding tax on services, rent, payroll
- Advance tax requirements
- Double tax treaties (if applicable to your country)
These things are fully unpacked in Taxation Essentials for Foreign Entrepreneurs in Bangladesh—but the key message here is: don’t wait to care about tax.
Plan now, save later.
Final Thoughts: It’s Not Just a Company. It’s a Commitment.
You don’t register a company in Bangladesh to fill a folder.
You do it because you want your business to have a home that’s respected—on paper, in practice, and in the eyes of every partner, client, or government official you’ll meet.
And respect starts with doing it right.
You don’t need to know every clause in the Companies Act.
But you do need to care enough to follow what matters, in the right order, at the right time.
A Private Limited Company (Ltd.) isn’t hard to register.
It’s just easy to register wrong.
Don’t just set it up.
Set it up solid.
FAQ
Can I register a company in Bangladesh without a local partner?
Yes, you can. Foreigners are allowed to hold 100% ownership in a Private Limited Company in most sectors. Only a few industries—like media, defense, or agriculture—have restrictions or require local equity.
Do I need to be physically present in Bangladesh to register my company?
No, but it helps. You can appoint a Power of Attorney (PoA) or authorized representative to handle filings. However, banks and RJSC may require embassy-attested documents, and delays are more likely if you’re doing it fully remotely.
How much capital do I need to start?
Technically, there’s no minimum paid-up capital required by law. But in practice, most banks want to see a realistic figure—BDT 100,000 (about $1,000+) is common to open an account and show you’re serious.
How long does the registration process take?
If your documents are complete and clean, it usually takes 7–10 working days to get the Certificate of Incorporation. But delays can happen—name mismatches, unclear MoAs, or missing director IDs are common blockers.
Can I use my home country address as the company’s address?
No. You’ll need a local registered office address in Bangladesh—this is where legal notices and correspondence go. It doesn’t have to be an office space—it just needs to be real and verifiable.
What’s the role of the RJSC in all this?
RJSC is the government body that officially registers your company. They handle name clearance, company filings, and issue the incorporation certificate. Without RJSC, your business legally doesn’t exist.
When do I need a trade license?
Immediately after incorporation. Without a trade license from the City Corporation, you can’t operate, file taxes properly, or open a permanent bank account. It’s part of your first week post-registration.
Do I need VAT registration too?
Only if your business crosses BDT 3 crore in annual turnover or deals in certain taxable goods/services. But many foreign-run businesses register anyway to avoid complications with vendors or customs.
Will I need a nominee director?
Not unless required by your bank or for practical operations. Foreigners can be listed as directors, but some banks and government offices may ask for a local signatory, especially for communication or KYC purposes.
What’s the biggest mistake foreigners make?
Rushing. Either using vague templates from Google, skipping a proper legal advisor, or misunderstanding what the RJSC or banks actually want. Take your time. Do it right the first time.
