Registering a Foreign Company in Bangladesh

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Bangladesh is home to a growing number of foreign companies having adopted a

liberal industrial policy by offering the foreign investors various generous
opportunities; hence making Bangladesh one of the emerging hubs for foreign
investment. Growing at over 6% continuously over the past decade and a huge local
consumer base, the economy is an attractive destination for investment in a large
array of sectors.

Unlike some emerging economies, Bangladesh allows incorporation of companies with

100% foreign equity. A wholly-foreign owned enterprise (WFOE) incorporated in
Bangladesh can enter into commercial agreements with other parties, be it natural or
artificial, in and outside Bangladesh to perform income generation, manufacturing and
commercial activities as a separate legal entity subject to the relevant industry regulations.

The Companies Act 1994 deals with the statutory requirements of company incorporation
and subsequent governance. The statutory body under the Act is the Registrar of Joint
Stock Companies and Firms (RJSC) which provides the detailed guidelines from name
clearance to incorporation.

As per international practice, there are two types of companies which can be registered in
Bangladesh – public limited companies and private limited companies. The type commonly
chosen by foreign investors is private limited. The steps of the registration of a Private
Limited Company in Bangladesh are detailed below:

STEP 1: Obtain Name Clearance

The proposed name of the company must be approved before incorporation of the company
in Bangladesh. An application for the name clearance has to be filed to the RJSC along with
the filled in application form and the proposed name.

Step 2: Documentation
The following documents must be prepared and compiled for the purpose of the
incorporation of the company:

a) Memorandum of Association (MoA) and the Articles of Association (AoA)

b) Foreign promoters resolution to open a company in Bangladesh
c) Obtaining and executing the following forms:

• Filled in Form I: Declaration on registration of Company;

• Filled in Form VI: Notice of Situation of registered office;
• Filled in Form IX: Consent of director to act;
• Filled in Form X: List of persons consenting to be directors (minimum 2 directors required);
• Filled in Form XII: Particulars of the Directors, managers and managing agents.

STEP 3: Formalities Related with Bank Account

The promoters are required to open a temporary bank account in the name of the proposed
company with any scheduled bank with condition that the account shall be regularised once
the company is duly registered with the company house. After the account is created, the
capital contribution 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.

STEP 4: Submission of the Documents to the Registrar

Finally, an application has to be made to the RJSC along with all the documents executed
as listed above along with the Government fees. The RJSC after perusing all documents
registers the company and provides a certificate of incorporation.

STEP 5: Post Registration Compliance

After the registration process is completed, a Private Limited Company may have to obtain
any or all of the following documents:
a) Board of Investment Registration
b) Trade license from the relevant City Corporation.
c) Tax Identification Number (TIN) from the National Board of Revenue (NBR)
d) Vat Registration Certificate from NBR
e) Fire Certificate from the Bangladesh Fire Service and Civil Defense Authority (for
industrial ventures)
f) Environment Clearance Certificate from the Department of Environment, if the company is
involved in industrial projects (for industrial ventures)
g) Investor visas, work permits and employee visas for foreign nationals.