Incorporation Procedures

Private limited companies must register with:

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

#	Procedure	Comments
1.	Obtain Name Clearance	The 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.
2.	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. Virtual offices are allowed.
3.	Decide shareholders	If institution, the following information/documents will be required:	If individual:
3.	Decide shareholders	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)	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
4.	Decide authorized and paid up capital	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.
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, 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
7.	Opening of bank account	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.
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 above 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

Branch/Liaison Office

#	Procedure	Required Info/Documents
1.	Prescribed application form duly filled in
2.	Proposed organizational set-up
3.	Details of activities performed through the proposed office in Bangladesh
4.	Registered 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.
5.	Necessary 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

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)

Name	Comments	Required 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	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

Incorporation Procedures