Private Limited Company

The Registrar of Joint Stock Companies and Firms (RJSC)

Commonly referred to as RJSC, serves as the primary regulatory body responsible for overseeing
company registration and maintenance of company records in Bangladesh. Its core
responsibilities include the registration of companies and the acceptance of returns, thereby
ensuring the accuracy and currency of company related information.

Before diving into the company registration process, it’s essential to understand key
facts about company formation in Bangladesh:
1. Company Name Approval
2. Directors
3. Shareholders
4. Authorized Capital
5. Paid-up Capital
6. Registered Address
7. Memorandum of Association (MoA)
8. Articles of Association (AoA)
9. Local director/ shareholder
Consideration for foreigners
1. Bank Account
2. Initial Capital Deposit
3. Remote Incorporation Formalities
4. Foreign Directors and Shareholders
5. Visa and Work Permit

Required Documents
For company incorporation in Bangladesh, the following information is required by the company
registrar:
Name Clearance: Based on your application, RJSC will issue a name clearance.
Memorandum of Association and Articles of Association: RJSC requires that the object
clause in the MoA be within 1000 words and 7 clauses.
Shareholders and Directors Particulars: name, address, parents’ names, passport, Photo of the
shareholder.
Registered Address: A local address is required. It can be residential or commercial or
industrial space.
Signed Form IX and Subscriber Page: Scanned copies of these documents will be required.
Encashment Certificate: will be issued by the bank stating how much foreign remittance the
bank received.
Please note that the bank may require additional documents for bank account opening.
Public Company ltd

Step by Step Procedure as to how to incorporation a Public Limited Company in

Bangladesh

The steps for the registration of a Public Company in Bangladesh are detailed below:-

STEP 1: OBTAIN NAME CLEARANCE LETTER

Application for name clearance to RJSC along with the following information:
a) Application Form;
b) Proposed Name.

STEP 2: DOCUMENTATION
a) Drafting of Memorandum of Articles and Articles of Association and other required
documents,
b) Directors' resolution to open a new Company in Bangladesh;
c) Obtaining and filling up the following forms for registration of the Company to RJSC:

(1) Form I: Declaration on registration of Company;

(6) Form VI: Notice of situation of registered office;
(9) Form IX: Consent of director to act;
(10) Form X: List of persons consenting to be directors;
(12) Form XII: Particulars of the directors, manager and managing agents.

STEP 3: FORMALITIES RELATED WITH BANK ACCOUNT

a. Directors shall open a temporary bank account in the name of the proposed Company with any
scheduled bank with the condition that the account shall be regularized once the Company is
duly registered with Company House;
b. Capital contribution into the bank account.
c. Encashment certificate from the bank which expresses that the sum required for capital
contribution has been duly dispatched in the temporary bank account of the proposed
organization.

STEP 4: SUBMISSION OF DOCUMENTS TO RJSC

Application to RJSC along with the documents executed as listed above.

Post registration compliances for a Public Company limited by shares:

(a) Trade License

The Companies have to obtain trade license from the relevant City Corporation. The proposed
Company is required to file its application at the nearest City Corporation along with relevant
documents and appropriate fees.

(b) Tax Identification Number (“TIN”)

A Company has to obtain E-TIN from the recommended website of National Board of Revenue
(NBR).

(c) VAT Registration Certificate

The newly incorporated Company has to collect a VAT registration certificate. In this regard, the
application has to be made to the National Board of Revenue (NBR).

(d) Fire Certificate

Fire certificate is provided by the Bangladesh Fire Service and Civil Defense Authority.

(e) Environment Clearance Certificate

An environment clearance certificate from the Department of Environment has to be obtained by

a company if it’s involved in an industrial project, by executing the prescribed form.

Special Case (Investment in kind, etc.)

The concept of 'investment in kind' is not detailed under Companies Act 1994. However, in
practice, significant investment is made by investing in machinery and other equipment in a
Company by a shareholder or a proposed shareholder in a Company incorporated in Bangladesh.
Although CA 1994 does not govern the procedure, the following steps are followed while
carrying out such investment in kind:

The concerned company has to be duly registered with RJSC,

The concerned investors have to fill up the relevant Form(s),
The concerned investors are required to have a vendors’ agreement between them,
The filled-up Form(s) and the vendors’ agreement have to be filed with RJSC.
The RJSC will then record the investment and monitor whether the proper procedure has been
duly followed.
Partnership Firm
Registration of Partnership Business in Bangladesh Is All You Need To Know

A Partnership Firm is formed under the provision of the Partnership Act 1932. RJSC (The
Registrar of Joint Stock Companies and Firms) is the sole authority to Register Partnership Firm
in Bangladesh.

A partnership firm can be registered by sending an application in Form No. 1. Along with the
form, the requisite fee and a true copy of the partnership deed also needs to be sent to the
Registrar. Such an application needs to be filed with the Registrar of Firms of the area in which
the business is located. Thus, the application must outline:

Application Must Outline:

i. Firm name and nature of business of the firm

ii. Place or principal place of business

iii. Names of other places where business is undertaken

iv. Date of joining of each partner

v. Full names and addresses of the partners

vi. Duration of the firm

Further, such an application must be signed by all the partners or agents who are specially
authorized to do so on their behalf. Also, it must be sent to the Registrar within a period of one
year from the date of formation of the partnership firm.

Members & Management

• There must be a minimum of 2 partners and maximum of 20 partners.

• The partners can be natural persons or companies.

• Unlike private or public limited companies, a partnership in Bangladesh does not have
directors, shareholders or secretaries, instead the partners own and run the business.

Partnership Agreement:

Partnership Agreement is well known as Partnership Deed. Usually following terms and
conditions are including in a Partnership Deed:

1. Name, Present Address, Permanent Address of the Partner.

 2. Name of the Partnership Firm

3. Nature of Business

4. Business Address

5. Duration of Partnership

6. Share of profit taken by each Partner

7. Amount of capital contribution of each partner

8. Terms of Retirement

9. Mode of Management

10. Interest of Borrowings

11. Dissolution of Partnership

Partnership Registration Documents Required in Bangladesh:

A partnership firm can be registered at the time of creation or even subsequently. An application
should file to the RJSC where the following information should include:

I. Take Name Clearance Certificate of the Partnership Firm

II. Date of Establishment of the Partnership Firm

III. Duration of the Partnership Firm

IV. Principal place of business with full Address

V. Joining Date of Partners

VI. Particulars of Partners

VII. Particulars of Business

VIII. Application must be submitted on the prescribed Form- I

We are suggesting you register your existing Partnership Firm immediately for avoiding
unexpected circumstances. Also, if you start a new partnership firm you must be Registration at
RJSC in Bangladesh.

After completing partnership registration in Bangladesh to start operating your

business you should get the following documents:
 a. Trade License

b. TIN Certificate for your newly Registered Partnership Firm.

c. Bank Account

d. VAT Registration Certificate

e. Import Registration Certificate (In case of Import Business)

Proprietorship Company
This guide provides information on registration of a sole proprietorship in Bangladesh. To learn
about various types of business entities in Bangladesh, refer to start a business in Bangladesh.

Firstly, you need approval for your business name from The Registrar of Joint Stock Companies
and Firms (RJSC).

Sole proprietorship is the simplest form of business structure in Bangladesh. However, it is

suitable only for very small single-owner type business that does not carry any risks. Unlike a
private limited liability company, a sole proprietorship does not provide limited liability
protection and your personal assets are not protected from business risks.

Sole-Proprietorship – Key Facts

a. A sole proprietorship in Bangladesh does not constitute a separate legal entity therefore it
is not distinct from the owner/ proprietor. The business owner is personally accountable
for all liabilities incurred during the course of the business.

b. Any Bangladeshi citizen of at least 18 years of age is eligible for a sole proprietorship.

c. A local commercial address must be provided as the business address for the sole
proprietorship.

d. Profits of the sole proprietorship are treated as income of the individual who owns the
entity, thus it is subjected to a tax rate as that of personal income.

e. As a Bangladesh sole proprietorship is not a legal entity, it cannot register another

business firm.

f. Sole proprietorships do not need to audit their accounts as any profits will be taxed as
personal taxes.

g. Trade License is the basic requirement for proprietorship.

h. Trade License needs to be renewed annually.

Considerations for Foreigners

Practically, a sole proprietorship is not an option for foreigners. Foreign business professionals
should incorporate a private limited company instead. For further details about private limited
companies, refer to company registration in Bangladesh guide.

Documents Required and Registration Procedure

In order to register a sole proprietorship business in Bangladesh, the following

documents/information are required:

• Proposed business name in Bangla

• Description of principal activities

• Local business address for the proposed business in any commercial area.

• Lease/Rent Agreement or title deed for the office address.

• Copy of National ID for the owner.

• A certified copy of the Memorandum and Articles of Association

• Completed trade license application form

• Recent passport-size photographs

Issuing Authorities:

• City Corporation Office

• Municipality Office

• Upazila Council

• Union Council

Secure a TIN Certificate

After obtaining your trade license, apply for a Taxpayers Identification Number (TIN):

• Essential for opening a business bank account

• Required for tax compliance

• Necessary for various business transactions

VAT Registration (if applicable)

For businesses meeting certain criteria:

A. Mandatory for specific business types

B. Enables participation in government tenders

C. Required for large-scale business transactions

Legal Considerations Liability

I. Owner bears full personal liability for business debts

II. No separation between personal and business assets

III. Unlimited liability extends to personal property

Taxation

i. Business income taxed as personal income

ii. Progressive tax rates apply

iii. Annual tax returns mandatory

Operational Aspects Business Bank Account

To open a business bank account:

a. Trade license required

b. TIN certificate necessary

c. Minimum deposit varies by bank

Record Keeping

While formal auditing isn’t mandatory, maintain:

a. Basic accounting records

b. Sales and purchase documentation

c. Employee payment records