If you’re considering starting a business in Bangladesh, you’ll need to navigate the process of company registration. Bangladesh offers a promising business environment, with its openness to foreign investment, competitive labor costs, and rapid economic growth. In this comprehensive guide, we’ll provide you with all the information you need to successfully register a company in Bangladesh.
Overview of Legal Entities in Bangladesh
Before delving into the registration process, it’s important to understand the different legal entities available in Bangladesh. The most common type of company registered in Bangladesh is a private limited company. This type of company offers limited liability to shareholders, meaning they are not personally liable for the company’s debts beyond their capital contribution.
Other legal entities available in Bangladesh include public limited companies, subsidiary companies, branch offices, and representative offices. Each entity has its own requirements and restrictions, so it’s crucial to choose the right entity based on your business goals and needs.
Requirements for Company Registration in Bangladesh
To register a company in Bangladesh, you need to fulfill certain requirements. Here are the key requirements you should be aware of:
- Allowed Foreign Ownership: Bangladesh is generally open to foreign ownership, allowing up to 100% foreign ownership in most sectors. However, some sectors require prior approval from the government, and there are restrictions on both local and foreign investment in certain areas.
- Minimum Capital Requirement: There is no official minimum capital requirement in Bangladesh. However, it is recommended to have a minimum paid-up capital of $1 for registration purposes. If you plan to hire foreign employees, you must make an inward remittance of at least $50,000.
- Minimum Number of Shareholders and Directors: A private limited company in Bangladesh must have a minimum of two shareholders and two directors. The shareholders can be individuals or legal entities, and the directors must be at least 18 years old and not bankrupt or convicted of any malpractice.
- Registered Address: You must provide a local address as the registered address of the company. This address must be a physical address and cannot be a P.O. Box.
- Memorandum and Articles of Association: The company must prepare a memorandum of association (MoA) and articles of association (AoA), which outline the company’s objectives, rules, and regulations.
Types of Legal Entities Available in Bangladesh
In Bangladesh, there are several types of legal entities you can choose from when registering your company. Here are the most common types:
- Private Limited Company: A private limited company is the most common type of company registered in Bangladesh. It offers limited liability to shareholders and requires a minimum of two shareholders and two directors. This type of company can be fully foreign-owned.
- Public Limited Company: A public limited company can invite the public to hold shares and is usually listed on a stock exchange. It requires a minimum of seven members and three directors, with no maximum limit on the number of shareholders. This type of company can also be fully foreign-owned.
- Subsidiary Company: A subsidiary company is a company that is controlled by another company, referred to as the parent company. The parent company holds more than 50% of the subsidiary company’s shares. A subsidiary company can be fully foreign-owned.
- Branch Office: A branch office is an extension of a foreign company’s operations in Bangladesh. It is not a separate legal entity and operates under the control and management of the parent company. A branch office can engage in commercial activities with the approval of the Bangladesh Investment Development Authority (BIDA).
- Representative Office: A representative office, also known as a liaison office, is established to represent the interests of a foreign company in Bangladesh. It cannot engage in commercial activities and serves as a communication or coordination instrument for the parent company’s business resources.
The Step-by-Step Process of Company Registration in Bangladesh
Now that you have a basic understanding of the legal entities available in Bangladesh, let’s dive into the step-by-step process of registering a company:
Step 1: Name Clearance
The first step is to obtain name clearance for your company from the Registrar of Joint Stock Companies and Firms (RJSC). You can apply for name clearance through the RJSC website and pay the necessary fees. The name clearance process ensures that your company’s name is unique and not already registered by another entity.
Step 2: Drafting of Required Documents
Once you have obtained name clearance, you need to draft the Memorandum of Association (MoA) and Articles of Association (AoA). These documents outline the company’s objectives, rules, and regulations. It is essential to ensure that the MoA and AoA comply with the requirements set by the RJSC.
Step 3: Opening of Bank Account
To register your company in Bangladesh, you must open a bank account in the proposed name of the company. You will need to make an inward remittance of at least $50,000 if you plan to hire foreign employees. The bank will issue an Encashment Certificate, which is required for the registration process.
Step 4: Submission of Documents to the RJSC
In this step, you need to submit all the required documents to the RJSC and pay the registration fees. The documents include the MoA, AoA, Encashment Certificate, name clearance certificate, and other necessary forms. Once the documents are submitted, the RJSC will review them and issue the Certificate of Incorporation if everything is in order.
Step 5: Post-Registration Compliance
After your company is registered, there are additional compliance requirements you need to fulfill. These include obtaining a trade license, tax identification number, VAT registration certificate, fire certificate, and environmental clearance certificate if necessary. It is important to comply with these requirements to ensure your company operates legally in Bangladesh.
Alternatives to Setting Up a Company in Bangladesh
If setting up a company in Bangladesh doesn’t align with your business goals or requirements, there are alternative options you can consider:
- Branch Office: Instead of registering a separate company, you can establish a branch office of your existing foreign company in Bangladesh. A branch office operates as an extension of the parent company and is not a separate legal entity.
- Representative Office: A representative office can be established to represent the interests of your foreign company in Bangladesh. It serves as a communication or coordination instrument and cannot engage in commercial activities.
- Franchise Operation: You can enter into a franchise agreement with a local partner in Bangladesh. This allows you to license your brand and provide support to the local partner in exchange for fees or commissions.
Registering a company in Bangladesh requires careful planning and adherence to the legal requirements. By understanding the different legal entities available, fulfilling the necessary requirements, and following the step-by-step process, you can successfully register your company in Bangladesh. Whether you choose a private limited company, public limited company, subsidiary, branch office, or representative office, Bangladesh offers a promising business environment for both local and foreign investors.
Should one require assistance with registering a company or seek any other legal services in Bangladesh, they are encouraged to reach out to Md Tarikul Islam at [email protected] or call +8801911115161. A team of specialists is available to guide individuals through the process and aid in understanding the complexities of conducting business in Bangladesh.