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Incorporation Procedures

Private Limited Company

Private Limited Company


  • The Registrar of Joint Stock Companies & Firms (Company House)
  • The National Board of Revenue (Income Tax, VAT & Customs Authority)
  • A City Corporation (Trade Licensing Authority)


Branch/liaison offices must register with:


  • Bangladesh Investment Development Authority (BIDA)
  • The National Board of Revenue (Income Tax, VAT & Customs Authority)
  • A City Corporation (Trade Licensing Authority)
  • Bangladesh Bank (notification only)

Private Limited Company

#ProcedureComments
1Obtain Name ClearanceThe proposed name of the company must be cleared from the RJSC. Certain words in a name are restricted and require prior approval such as “bank”, “investments”, “telecommunication” etc. Name clearance is valid for 30 days during which company must be incorporated or extension sought.
2AddressA valid “commercial address” must be provided as a registered address. A commercial address is a purchased or rented space in a building which has commercial approval. Virtual offices are allowed.
3Decide Shareholders

If institution, the following information/documents will be required:

  • Name, Address, Date of Incorporation, Registration number of the organization, Copy of Memorandum of Association & Articles of Association (if in any language other than English, certified translated copy must be provided)

If individual:



  • Name, Address, Father’s Name, Mother’s name, Date of Birth, Occupation, National ID/Passport, E-TIN (If Local), Nationality, E-mail address, Phone number, Two copies PP sized photo
4Decide authorized and paid up capitalNo minimum paid up or authorized capital requirement. Investors are free to choose their desired authorized capital limit and paid up capital amounts and the government fees payable on incorporation will be calculated accordingly.
5Form IX –Consent to Act as DirectorThe first directors must be decided at the time of incorporation through this form.
6Form XII –Particulars of Directors
  • Director particulars need to be provided in this form, specifically:
  • Name, Address, Father’s Name, Mother’s name, Date of Birth, Occupation, National ID/Passport, E-TIN (If Local), Nationality, E-mail address, Phone number, Two copies PP sized photo
7Form XII –Particulars of Directors
  • A bank account must be opened with any scheduled bank in Bangladesh. At this point in time this account can only be used for remittance of paid up capital. Documents to be submitted:
  • Name clearance document, Promoter’s resolution for account opening and deciding signatories., Draft Memorandum & Articles of Association, Declaration by Directors that all mandatory documents/registrations will be provided post incorporation., Account opening form and associated documents.
8Remittance of paid up capital Each shareholder must remit exact or more than the amount of paid up capital he/she is subscribing for in Bangladesh Taka to above bank account opened in name of the Company.
9Obtain encashment certificate Bank will provide encashment certificate as proof of remittance of paid up capital
10Filing with the Registrar of Joint Stock Companies & Firms for incorporation

Incorporate Branch/Liaison Office

Branch/Liaison Office

No.ProcedureComments
01Prescribed application form duly filled in
02AddressProposed organizational set-up
03Details of activities performed through the proposed office in Bangladesh
04Registered AddressA valid “commercial address” must be provided as a registered address. A commercial address is a purchased or rented space in a building which has commercial approval.
05Necessary submission from parent companyMemorandum and Articles of Association, Certificate of Incorporation, Board resolution to open branch/liaison office in Bangladesh, Particulars of Directors i.e., name, nationality and address, Audited statement of accounts for the last financial year


Aforementioned documents will be submitted to BIDA along with the application for incorporation. BIDA’s permission for setting up a BO/LO will include a condition to remit at least USD 50,000 to the BO/LO’s Bank account from Parent within 2 (two) months as establishment cost and operational expenses for six months. Failing to remit the amount within the deadline will result in the company having to remit 5% (five percent) additional amount for each month.

  • Certain items in the list are required to be attested by the Bangladesh Embassy in the parent company’s home country.
  • The above is a brief outline. Please refer to us for more detailed advice at the time of incorporation

Mandatory Registrations (all entities)

Mandatory Registrations (all entities)

NameCommentsRequired Info/Documents
Electronic Tax Identification Number (e-TIN) All entities are required to register with the National Board of Revenue and obtain a TIN number.
  • Registration of an e-TIN requires a valid Bangladeshi mobile number
  • Company incorporation number
  • Registered address
VAT/BIN Registration All entities are required to register with the National Board of Revenue and obtain a BIN number/VAT Registration.
  • Bank certificate
  • Company Incorporation Number
  • Directors Information
  • All other company information
Trade License
  • A trade license must be obtained from the local City Corporation for conduct of business in Bangladesh.
  • Trade licenses are issued either in the name of a “Managing Director” or a “Director”. For incorporation, a local resident must be the trade license holder. This can be an employee of the Company or a representative providing Directorship Services.
  • Trade licenses are renewable every year in June.
  • All other company information
  • Copy of the Memorandum of Association & Articles of Association
  • Copy of the Certificate of Incorporation
  • E-TIN Certificate
  • Rental Agreement
  • Name of the Director/Managing Director & address
  • If employee, appointment letter and authorization letter
  • Two copies of passport size photograph
02AddressProposed organizational set-up
03Details of activities performed through the proposed office in Bangladesh
04Registered Address A valid “commercial address” must be provided as a registered address. A commercial address is a purchased or rented space in a building which has commercial approval.
05Necessary submission from parent company Memorandum and Articles of Association, Certificate of Incorporation, Board resolution to open branch/liaison office in Bangladesh, Particulars of Directors i.e., name, nationality and address, Audited statement of accounts for the last financial year
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