If you intend to start a business in Bangladesh, by establishing a private limited company (fully or partially owned by foreign shareholders), the following steps need to be followed.
- Registration of company at the Registrar of Joint-Stock Companies (“RJSC”).
- Opening a bank account at a local bank.
- Obtaining Trade licenses and Tax registrations.
- Having an office at a commercial address.
In this regard, the process flow for the aforementioned steps and the required information and documents for the process are as follows –
Step 1: Incorporation
For the purpose of incorporating the proposed company (“Company”), you must first obtain the name clearance and get the core documents i.e. articles of association (AOA) and memorandum of association (MOA) prepared. In this regard, a set of documents need to be arranged which are listed in Annex A.
Once the documents are ready, you need to open a temporary bank account in the name of the proposed company with a bank of your choice in Bangladesh, with condition that the account shall be regularised once the company is duly registered with the RJSC. After the account is created, the capital contribution (i.e. paid-up capital) of the foreign shareholders has to be remitted to the temporary account and an Encashment certificate has to be obtained from the bank which states that the amount required for the capital contribution has been duly remitted and received.
Once this is done, all the prepared documents and the encashment certificate can be submitted to RJSC for incorporation. The registration process (name clearance, drafting of documents, and incorporation) may take up to 3-7 working days (approx.). Bank account opening and remittance of the paid-up capital may take 5-10 working days (approx.)
Step 2: Trade License
Once the Company is registered with RJSC, the application for the trade license shall be filed before the respective City Corporation (north/south) based on the registered address of the Company. Required documents for this will include, among others, the rental agreement for the registered office address of the Company. The process may take up to 2-7 working days.
Step 3: Tax and VAT registration
In order to obtain the trade license, a tax identification number (TIN) in the name of the Company has to be obtained. This can be done online (immediately).
Furthermore, VAT registration (which is called the Business Identification Number or BIN) is also needed for most businesses. This process might take 3-7 working days.
I trust the above provides you with a clear overview of the process and associated costs. We look forward to welcoming you on board as an esteemed client for the aforementioned services.
LIST OF REQUIRED DOCUMENTS
For the Incorporation process
- Memorandum of Association and Articles of Association of the parent company (if applicable)
- Official address of the Company; (Not required if our Virtual Address Service is availed)
- Personal Information about the directors and shareholders of the Company, such as name, address, passport, mobile number, and email;
- Copies of passports and passport-size photographs of the Directors/Shareholders;
- A Board Resolution of the first meeting of the proposed Company, which states that the directors agreed to form a Company in the name of XYZ Ltd. (whatever name you pick).
- Signatures of the Directors on Form IX, as per the Company Act, 1994 of Bangladesh to provide consent for acting as directors of the Company.
- Any other specific document as may be required by the Bank in Bangladesh.
For the Trade License and BIN (VAT) Registration
- A lease Agreement for the Office Location
Disclaimer: This brief is for general awareness and academic purposes only, and it does not, and is not intended to, constitute or to be construed as legal advice. You are advised to obtain advice from an Advocate with respect to any particular legal matter.