Introduction

Bangladesh has emerged as a growing hub for businesses and investments, offering a range of opportunities for local and foreign entrepreneurs. Establishing a company in Bangladesh ensures legal recognition, credibility, and access to various incentives provided by the government. The Registrar of Joint Stock Companies and Firms (RJSC) is the primary regulatory authority responsible for company registration and compliance under the Companies Act 1994.

This article provides an overview of companies in Bangladesh and outlines the step-by-step process to register a company with RJSC.

Types of Companies in Bangladesh

Businesses in Bangladesh can be structured in various ways, depending on their objectives and ownership structure. The most common types of companies include:

• Private Limited Company (Ltd.) – The most preferred form due to limited liability and ease of operation.
• Public Limited Company (PLC) – Suitable for large businesses intending to raise capital from the public.
• One-Person Company (OPC) – A relatively new structure allowing a single entrepreneur to incorporate a company.
• Foreign Company Branch or Liaison Office – Ideal for multinational corporations seeking to establish a presence in Bangladesh.
• Joint Venture Company – A business partnership between local and foreign investors, benefiting from local market knowledge and international expertise.

Joint Venture and Foreign Companies in Bangladesh

Joint Venture Company

A joint venture is a strategic business partnership between a local and a foreign entity, often formed to leverage local market insights, regulatory benefits, and international investments.

Benefits of a Joint Venture:

• Access to local expertise and market knowledge.
• Shared risks and investment costs.
• Easier regulatory approvals and local business connections.
• Eligibility for government incentives in some industries.

Registration Process for a Joint Venture Company:

1. Draft a Joint Venture Agreement – Clearly define ownership structure, roles, profit-sharing, and dispute resolution.
2. Obtain Name Clearance – Follow the RJSC procedure for reserving a company name.
3. Prepare Company Documents – Includes MoA, AoA, Form IX, Form XII, and agreements.
4. Submit to RJSC – Apply for registration through the online portal.
5. Obtain Necessary Licenses – Includes trade license, TIN, VAT registration, and sector-specific approvals.

Foreign Company in Bangladesh

Foreign businesses can establish their presence in Bangladesh through:

1. Wholly-Owned Subsidiary – A fully foreign-owned private limited company.
2. Branch Office – A foreign company’s extension performing limited activities.
3. Liaison Office – A representative office engaging in market research and liaison work.

Registration Process for a Foreign Company:

1. Approval from BIDA (Bangladesh Investment Development Authority) – Required for branch and liaison offices.
2. Name Clearance from RJSC – Obtain unique company name approval.
3. Prepare and Submit Documents – Includes the parent company’s registration certificate, board resolution, MoA, AoA, and local office details.
4. RJSC Registration – Submit documents and pay fees online.
5. Obtain Licenses – Acquire trade license, TIN, VAT registration, and sectoral approvals.

How to Register a Company in Bangladesh with RJSC

Step 1: Choose a Business Structure

Before registration, entrepreneurs must determine the appropriate business structure based on their goals and requirements. The Private Limited Company is the most common choice due to its limited liability feature and separate legal entity status.

Step 2: Name Clearance from RJSC

The first official step in company registration is obtaining name clearance from RJSC. The chosen name must be unique and not resemble any existing entity.

Process:

1. Visit the RJSC website (www.roc.gov.bd).
2. Create an account and submit a name clearance application.
3. Pay the required fee online.
4. Receive approval from RJSC (valid for 30 days).

Step 3: Opening a Bank Account

Once the name is cleared the company required to open a Non-Resident Taka Account (NRTA)  to deposit the subscription of foreign investors at any scheduled bank in Bangladesh. A Non-Resident Taka Account (NRTA) is a temporary bank account in Bangladeshi Taka, allowing foreign investors to receive capital remittances from abroad without prior permission from the Bangladesh Bank, for use in FDI in Bangladesh. 

Step 4: Prepare Company Documents

Once the name is cleared, the following documents must be prepared for registration:

1. Memorandum of Association (MoA) – Defines the business objectives and scope.
2. Articles of Association (AoA) – Outlines internal governance, management, and shareholder rights.
3. Subscriber Page
4. Form IX – Declaration of compliance.
5. Form I
6. Form XII – Details of company directors.
7. Registered Office Address Proof – Lease agreement or utility bill.
8. Director Information – Copies of National ID (NID) or passport, photographs, and Tax Identification Numbers (TINs).

Step 5: Submit Application to RJSC

After preparing all necessary documents, submit the application through the RJSC online portal.

Steps:

1. Log in to the RJSC portal and upload documents.
2. Pay the registration fees (calculated based on authorized capital).
3. Submit the application for RJSC verification.
4. Upon successful verification, RJSC will issue the Certificate of Incorporation.

Step 6: Obtain Post-Registration Licenses

After incorporation, the company must obtain additional registrations/licenses to legally operate in Bangladesh:

• Trade License – Issued by the local municipal authority.
• Tax Identification Number (TIN) – Obtained from the National Board of Revenue (NBR).
• VAT Registration – If applicable, register for VAT with NBR.
• Bank Account Opening – A corporate bank account in the company’s name.
• Bangladesh Investment Development Authority (BIDA) Approval – Required for foreign investors.

Conclusion

Starting a company in Bangladesh offers numerous advantages, including a growing economy, government incentives, and an expanding consumer market. Registering with RJSC ensures that the business operates legally and gains credibility. While the process is increasingly digitized, seeking professional assistance can help streamline registration and compliance requirements. With the right approach, businesses in Bangladesh can establish a strong foundation for success.