Foreign investors will have to incorporate as a “Private Limited Company” in Bangladesh.
Setting up a company in Bangladesh requires attention to the following:
Legal Structure: Limited Liability Company
Incorporation Procedures:
1. Obtain Name Clearance –
The proposed name of the company must be cleared from the RJSC.
The name must be approved (cleared) before incorporation of the company in Bangladesh.
2. A valid “commercial address” –
A valid “commercial address” must be provided as a registered address.
3. Decide Shareholders –
A private limited company in Bangladesh can have a minimum of 2 and maximum of 50 shareholders. A director and shareholder can be the same or a different person.
4. Decide Authorized and Paid-up Capital –
No minimum paid up or authorized capital requirement for a local company.
However, to obtain full flexibility regarding expatriation and bringing in foreign expatriates a minimum of USD 50000/- is required to be invested in the Company.
Minimum paid-up capital for a foreign owned company is USD 50000.
5. Form IX – Consent to Act as Director –
The first directors must be decided at the time of incorporation through this form.
6. Form XII – Particulars of Directors –
Director particulars need to be provided in this form.
7. Opening of Bank Account –
A bank account must be opened with any scheduled bank in Bangladesh.
8. Remittance 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 the bank account opened in name of the Company.
9. Obtain Encashment Certificate –
Bank will provide encashment certificate as proof of remittance of paid-up capital.
10. Filing with the Registrar of Joint Stock Companies & Firms for incorporation.
Mandatory Registrations for a company:
• Electronic Tax Identification Number (e-TIN)
• VAT/BIN Registration
• Trade License
