Company registration · Bangladesh
Company Registration in Bangladesh for Foreign Investors
We register your private limited company, joint venture, branch or liaison office from abroad: name clearance with RJSC, the encashment certificate, incorporation, then the trade licence, e-TIN and VAT registration. You end up with a company that can bank, invoice and employ.
- Directors sign from home
- One team, every authority
- Written quote, government fees itemised
- A written update at every stage
Your Company Bangladesh Ltd.
Private limited company · foreign-owned
- 01Name clearanceRJSC
- 02MoA & AoASigned
- 03Encashment certificateBank
- 04IncorporationRJSC
- 05Trade licence, e-TIN, BINIn progress
Choose the Right Entity Before You File
The entity decides what you can earn, who carries the liability and how soon you can hire. We confirm the fit before anything is filed.
Private Limited Company
A Bangladeshi company with its own legal identity and limited liability. It needs at least two shareholders and two directors, and can be 100% foreign-owned in most sectors.
Best forSelling, invoicing and hiring locally
Joint Venture Company
A private limited company owned by foreign and Bangladeshi shareholders together. We write the rights the partners agree into the articles before filing.
Best forEntering the market with a local partner
Branch Office
An extension of your parent company rather than a new entity, so the parent carries its liabilities. It opens with Invest Bangladesh permission.
Best forContracting in the parent company’s own name
Liaison Office
A presence funded by the parent to promote and coordinate. It cannot earn income in Bangladesh and also opens with Invest Bangladesh permission.
Best forResearch and relationships before you invest
Everything We Register for You
One team carries your file across every authority, so you are not chasing five offices to open one company.
Name clearance
We search and reserve your company name before a single document is drafted.
MoA & AoA
Objects clauses written for your real business, so banks and Invest Bangladesh accept them later.
Encashment certificate
We open the account in the proposed name and track your capital until the bank certifies it.
Incorporation
Certificate of Incorporation, signed MoA and AoA and the list of directors, delivered to you.
Trade licence
The licence your company needs to operate from its registered office.
e-TIN
Your company’s tax identification number for filing, banking and contracts.
VAT registration
A Business Identification Number (BIN) so you can issue VAT invoices.
Investment, IRC and ERC
Investment registration with Invest Bangladesh, plus import or export certificates when your activity needs them.
Register From Abroad, Without Flying In
You do not need to be in Dhaka for incorporation. We send each form with signing instructions, you return it in the format the registrar accepts, and our team files, follows up and collects every certificate.
If foreign managers will move to Bangladesh, we plan the capital and Invest Bangladesh steps up front so their visas and work permits can follow without a second round of paperwork.
The one step that may need you: bank KYC. Some banks want to meet a director in person or by video before the account opens, and we tell you which applies at the start.
How Does Company Registration Work With PayrollBangladesh?
We run every registration in five stages: a scope call, name clearance and document drafting, capital remittance backed by the encashment certificate, RJSC incorporation, then the trade licence, e-TIN and VAT registration. Each stage closes with something you can see in writing, so you always know what is done and what comes next.
Scope call
We confirm the entity, shareholders, capital and business activity.
You receiveA written plan and document list
Name and documents
We clear the name, draft the MoA and AoA and send them for signing.
You receiveName clearance and a signing pack
Capital in
The bank account opens in the proposed name and your capital arrives.
You receiveThe encashment certificate
Incorporation
We file with RJSC and pay the registration fees and stamp duty.
You receiveYour Certificate of Incorporation
Ready to trade
Trade licence, e-TIN and VAT registration follow, and the account goes live.
You receiveA company that can invoice
What Documents Do You Need to Register a Company in Bangladesh?
For a private limited company, each shareholder and director sends a passport copy, proof of address and a photograph. A corporate shareholder adds its incorporation certificate, its memorandum and articles, and a board resolution approving the investment. Documents issued abroad usually need notarisation and attestation, so we confirm the exact form before you post anything.
Individual shareholders and directors
- Passport copy
- Proof of residential address
- Recent passport-size photograph
- Email and phone for the RJSC record
- The share each person will hold
Corporate shareholder
- Parent’s certificate of incorporation
- Parent’s memorandum and articles
- Board resolution approving the investment and naming a representative
- Passport of that representative
Registered office: the company needs a physical office address in Bangladesh. If you do not have one yet, we cover the options in the scope call.
Company Registration, EOR or a Liaison Office: Which Route Fits?
Registering a company is not always the right first move. Match your plan to the route below.
| If this is you | Your route | Why it fits |
|---|---|---|
| You will sell, invoice and employ in Bangladesh for the long term | Company registration You are here | Your own legal entity, bank account and invoices in your company’s name |
| You need a few hires now and the company can wait | Employer of record | We employ your hires on our payroll, so no local company is needed yet |
| You want research and liaison only, with no local income | Liaison office | A parent-funded presence that can promote and coordinate, but cannot earn income |
| Your company exists, but payroll and filings are slipping | Payroll outsourcing | We run payroll and the filings tied to it for the entity you already have |
Three Things You Get in Writing
A plan before filing
The entity, document list and stages, agreed before anything goes to RJSC.
Fees kept apart
Our fee on one line, RJSC fees and stamp duty on another, so nothing is bundled.
An update per stage
A short status when each stage closes, with what is still open and who it waits on.
Company Registration in Bangladesh: FAQs
Yes, in most sectors. A private limited company needs at least two shareholders, and both can be foreign individuals or foreign companies. A small number of sectors carry ownership limits or need sector approval, so we check your business activity before anything is filed.
Usually not. Name clearance, drafting and the RJSC filing run remotely, and signed documents come back by courier or as scans in the form the registrar accepts. Bank KYC is the step that can require a meeting or a video call, and we confirm your bank’s rule at the start.
For a foreign-owned company, the bank account and the encashment certificate usually take longer than the RJSC filing itself. Your timeline depends on name approval, how quickly signed documents come back and the bank’s review, so we give you a stage plan with the open items rather than a guaranteed date.
There are two parts. Government costs, mainly RJSC registration fees and stamp duty, scale with your authorised capital. Our professional fee depends on the entity and which licences you need after incorporation. You receive a written quote with government fees itemised separately before we start.
The Companies Act 1994 sets no minimum paid-up capital for a private limited company. If the company will sponsor visas and work permits for foreign staff, BIDA’s work-permit checklist, now handled by Invest Bangladesh, asks for an encashment certificate showing an inward remittance of at least US$50,000. We confirm the current figure before you remit.
The company still needs a trade licence, an e-TIN, VAT registration and an operational bank account before it can trade. Ongoing duties start straight away: board meetings, an annual general meeting, the annual return to RJSC and tax returns. We complete the start-up registrations and can take over the ongoing work through our accounting services.
The Foreign Private Investment (Promotion and Protection) Act 1980 protects foreign investment against expropriation without compensation and allows capital and profits to be repatriated, subject to foreign exchange rules. That is why capital must arrive through a bank and be backed by an encashment certificate.
Written byRomana Akter Shila, Chief Executive Officer, PayrollBangladesh
8 years in EOR and payroll operations
General information for foreign investors registering a business in Bangladesh. It is not legal advice. Rules change, so PayrollBangladesh confirms current requirements for your structure before filing.
- Companies Act 1994. Governs private and public limited companies, which register with the Registrar of Joint Stock Companies and Firms (RJSC). A private company needs 2 to 50 shareholders and at least two directors; a public company needs at least seven shareholders and three directors.
- Invest Bangladesh Act 2026. Repealed the Bangladesh Investment Development Authority Act 2016 and merged BIDA, BEZA and PPPA into Invest Bangladesh, which began operating on 23 August 2026. Investor services BIDA used to provide, including branch, liaison and representative office permissions and work permits, continue under Invest Bangladesh.
- Inward remittance for foreign staff. BIDA’s work-permit checklist listed an encashment certificate for an inward remittance of at least US$50,000, as initial establishment cost, for branch, liaison and representative offices and for joint venture or 100% foreign-owned companies. Confirm the current requirement with Invest Bangladesh before remitting.
- Foreign Exchange Regulation Act 1947. Foreign capital enters through the banking channel, and the bank’s encashment certificate is the evidence RJSC and Invest Bangladesh rely on.
- Foreign Private Investment (Promotion and Protection) Act 1980. Protects foreign private investment and allows repatriation of capital and returns.
- Tax and VAT. The company registers for an e-TIN under the Income Tax Act 2023 and for VAT under the Value Added Tax and Supplementary Duty Act 2012.
- Annual filings. Every company files an annual return with RJSC after its annual general meeting.
Sources: Laws of Bangladesh (official), Invest Bangladesh, BIDA work-permit checklist, RJSC, OGR Legal.
Planning a Company in Bangladesh?
Tell us your business activity, shareholders and start date. We will reply with the right entity, your document list and a written quote.