Limited Liability Companies
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Foreign investors will have to incorporate a “Private Limited Company” in Bangladesh.
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There is no limitation on equity participation for foreign companies in Bangladesh; wholly owned investment is allowed in all industries except the following reserved ones**:
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Arms, ammunitions and other defence equipment and machinery.
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Production of nuclear energy.
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Security printing (currency notes) and minting.
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Air transportation (including GSA services) and railways.
- The Foreign Private Investment (Promotion and Protection) Act of 1980 guarantees protection against expropriation. If a foreign investor becomes subject to a legal measure that has the effect of expropriation, adequate compensation will be paid, and it will be freely repatriable. The amount of the compensation will be determined in accordance with the market value of the investment immediately before the measure went into effect. Since the passing of this Act, there has been NO instance of expropriation in Bangladesh.
- Companies are regulated by The Companies Act 1994 and The Registrar of Joint Stock Companies & Firms (RJSC).
- The company law restricts the maximum number of shareholders to 50 and the minimum number to 2 for a private limited company
Maximum Shareholders: 50
Minimum Shareholders: 2
- Institutions (local and foreign) and associations are eligible to subscribe to shares of private limited companies.
- Invitation to public to subscribe to shares or debentures is prohibited unless public limited conversion is affected.
- Must have registered office in Bangladesh.
- Must have a minimum of 2 (two) directors. Directors can be both resident and non-resident. Directors must be individuals.
- No 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.
