Registration of Foreign Companies in Bangladesh: The Most Important Steps


Information About Foreign Company Registration in Bangladesh

There are an increasing number of foreign enterprises operating in Bangladesh due to the country’s liberal industrial strategy, which gives investors a wide range of options. Foreign company registration is an essential step for foreign businesses looking to operate in Bangladesh.

From legal requirements and registration procedures to tax implications and compliance, there are many factors to consider when registering a foreign company in Bangladesh. 

Do You Need A Foreign Company Registration?

Bangladesh, unlike several other emerging countries, allows corporations to be owned 100 percent by foreigners. A completely foreign-owned company (WFOE) incorporated in Bangladesh can enter into commercial agreements with other natural or artificial parties.

Bangladesh will operate as a separate legal business, generating income, manufacturing, and selling goods by industry laws.

A growth rate of over 6% has been consistent over the last decade, and the local consumer base is strong, making the nation an attractive investment destination across many sectors.

Focus Point:

1. The right type of Memorandum of Association (MOA) and Articles of Association (AOA) should be created for the entity type.

2. Visit the RJSC website for company registration information.

3. You must submit the required fee with the payment slip received from the bank.

4. The uploaded documents and payment slips must be printed and submitted to the RJSC office.

Steps Of Foreign Company Registration

Bangladeshi law recognizes only two kinds of companies: public limited companies and private limited companies. International investors prefer private limited companies. To form a private limited company in Bangladesh, follow these steps:

STEP 1: Get your name cleared:

In order for the firm to be incorporated in Bangladesh, the proposed name must be approved. The RJSC must receive a name clearance application of incorporation along with the completed application form and the proposed name.

STEP 2: Documentation 

The following documents are required for the purpose of establishing a company:

1. Memorandum of Association (MoA) and Articles of Association (AOA).

2. The decision of a foreign promoter to establish a company in Bangladesh.

Obtaining and completing the forms listed below:

1. Declaration of the Company’s Registration.

2. Registration of the registered office.

3. Acting permission from the director.

4. A list of directors who have agreed to serve (at least two are needed).

5. Directors, managers, and managing agents’ contact information.

STEP 3: Associated Bank Account Formalities:

The promoters must create a temporary bank account in the prospective company’s name with any scheduled bank, with the understanding that the account would be regularized after the business has been properly registered with the company house.

STEP 4: Documents are submitted to the Registrar:

Finally, an application must be sent to the RJSC, along with all of the above-mentioned documents, as well as the government costs.

STEP 5: Compliant After Registration:

The following documents may need to be received by a Private Limited Company after its registration process services are complete:

1. Investment Registration Board.

2. A trade license from the local government.

3. Tax Identification Number of the National Board of Revenue (NBR).

4. Fire Certificate from Bangladesh Fire Service and Civil Defense Authority (for industrial ventures).

5. Visas and work permits for foreign investors and employees.

According to the Stamp Act of 1899, as revised on June 30th, 2012, the total stamp duty payments for authorized share capital of up to BDT 1,000,000 are BDT 4,000.

5 Advantages of Registering a Foreign Company in Bangladesh You Need to Know

Access to a growing market: Bangladesh is one of the fastest-growing economies in the world, and registering a foreign company in Bangladesh can provide access to a large and growing market of over 160 million people.

Tax incentives and benefits: The government of Bangladesh offers various tax incentives and benefits to foreign companies, such as reduced tax rates, tax holidays, and duty-free imports, to encourage foreign investment and business growth.

Improved credibility and reputation: Registering a foreign company in Bangladesh can enhance the credibility and reputation of the business, as it shows a commitment to the local market and compliance with local laws and regulations.

Easy company setup and registration: The company registration process in Bangladesh is relatively simple and straightforward, with a well-defined legal framework and established registration procedures.

Access to a skilled workforce: Bangladesh has a large and skilled workforce, with a growing pool of educated and talented professionals in various industries, such as IT, textiles, and manufacturing.

Wrapping Up         

The Companies Act of 1994 governs the formation and governance of corporations. Under the Act, the Registrar of Joint Stock Companies and Firms (RJSC) is a statutory entity.

If you’re thinking about taking legal action, you should speak with an expert lawyer to learn about the current laws. Feel free to contact us and take our services, if you require special technical or legal assistance regarding the material provided or related topics.